Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 27, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Quarterly Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-40653 | ||
Entity Registrant Name | Duolingo, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 45-3055872 | ||
Entity Address, Address Line One | 5900 Penn Avenue | ||
Entity Address, City or Town | Pittsburgh | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 15206 | ||
City Area Code | (412) | ||
Local Phone Number | 567-6602 | ||
Title of 12(b) Security | Class A common stock, $0.0001 per share | ||
Trading Symbol | DUOL | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,871,523,869 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement for its 2023 annual meeting of stockholders, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001562088 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 32,201,681 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 8,434,238 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | New York, New York |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 608,180 | $ 553,922 |
Accounts receivable | 46,728 | 33,163 |
Deferred cost of revenues | 35,041 | 24,219 |
Prepaid expenses and other current assets | 7,234 | 7,967 |
Total current assets | 697,183 | 619,271 |
Assets, Noncurrent | ||
Property and equipment, net | 12,969 | 8,211 |
Goodwill | 4,050 | 0 |
Intangible assets, net | 8,497 | 4,566 |
Operating lease right-of-use assets | 22,508 | 28,369 |
Deferred tax assets | 633 | 0 |
Other assets | 1,507 | 894 |
Total assets | 747,347 | 661,311 |
Current liabilities | ||
Accounts payable | 1,177 | 7,818 |
Deferred revenues | 157,550 | 98,267 |
Income tax payable | 1,069 | 113 |
Accrued expenses and other current liabilities | 21,970 | 12,933 |
Total current liabilities | 181,766 | 119,131 |
Liabilities, Noncurrent | ||
Long-term obligation under operating leases | 23,503 | 29,124 |
Total liabilities | 205,269 | 148,255 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity | ||
Class A common stock, $0.0001 par value; 2,000,000 shares authorized as of December 31, 2022 and 2021; 31,899 and 16,645 issued and outstanding at December 31, 2022 and 2021, respectively Class B common stock, $0.0001 par value; 30,000 shares authorized as of December 31, 2022 and 2021; 8,462 and 21,627 issued and outstanding at December 31, 2022 and 2021, respectively | 4 | 4 |
Additional paid-in capital | 772,562 | 683,966 |
Accumulated deficit | (230,488) | (170,914) |
Total stockholders’ equity | 542,078 | 513,056 |
Total liabilities, convertible preferred stock and stockholders' equity | $ 747,347 | $ 661,311 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common Class A | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 2,000,000,000 | |
Common stock, shares issued (in shares) | 31,899,000 | 16,645,000 |
Common stock, shares outstanding (in shares) | 31,899,000 | 16,645,000 |
Common Class B | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 30,000,000 | |
Common stock, shares issued (in shares) | 8,462,000 | 21,627 |
Common stock, shares outstanding (in shares) | 8,462,000 | 21,627 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenues | $ 369,495 | $ 250,772 | $ 161,696 |
Cost of revenues | 99,431 | 69,186 | 45,987 |
Gross profit | 270,064 | 181,586 | 115,709 |
Operating expenses: | |||
Research and development | 150,444 | 103,833 | 53,024 |
Sales and marketing | 66,967 | 59,170 | 34,983 |
General and administrative | 117,848 | 78,590 | 43,713 |
Total operating expenses | 335,259 | 241,593 | 131,720 |
Loss from operations | (65,195) | (60,007) | (16,011) |
Other income | 131 | 318 | 157 |
Other expense | (807) | (288) | (85) |
Other (expense) income, net | (676) | 30 | 72 |
Loss before interest income and provision for income taxes | (65,871) | (59,977) | (15,939) |
Interest income | 7,235 | 19 | 231 |
Loss before provision for income taxes | (58,636) | (59,958) | (15,708) |
Provision for income taxes | 938 | 177 | 68 |
Net loss | (59,574) | (60,135) | $ (15,776) |
Net comprehensive loss | $ (59,574) | $ (60,135) | |
Net loss per share attributable to Class A and Class B common stockholders, basic (in usd per share) | $ (1.51) | $ (2.57) | $ (1.24) |
Net loss per share attributable to Class A and Class B common stockholders, diluted (in usd per share) | $ (1.51) | $ (2.57) | $ (1.24) |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Convertible preferred stock beginning balance (in shares) at Dec. 31, 2019 | 18,247 | |||
Convertible preferred stock beginning balance at Dec. 31, 2019 | $ 137,686 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Issuance of Series G and H convertible preferred stock, net of fees (in shares) | 827 | |||
Issuance of Series G and H convertible preferred stock, net of fees | $ 44,923 | |||
Convertible preferred stock ending balance (in shares) at Dec. 31, 2020 | 19,074 | |||
Convertible preferred stock ending balance at Dec. 31, 2020 | $ 182,609 | |||
Beginning balance (in shares) at Dec. 31, 2019 | 12,406 | |||
Beginning balance at Dec. 31, 2019 | (83,976) | $ 1 | $ 11,026 | $ (95,003) |
Increase (Decrease) in Stockholders' Deficit [Roll Forward] | ||||
Stock-based compensation | 17,031 | 17,031 | ||
Stock options exercised (in shares) | 388 | |||
Stock options exercised | 2,030 | 2,030 | ||
Net loss | (15,776) | (15,776) | ||
Ending balance (in shares) at Dec. 31, 2020 | 12,794 | |||
Ending balance at Dec. 31, 2020 | $ (80,691) | $ 1 | 30,087 | (110,779) |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | (19,074) | |||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | $ (182,609) | |||
Convertible preferred stock ending balance (in shares) at Dec. 31, 2021 | 0 | |||
Convertible preferred stock ending balance at Dec. 31, 2021 | $ 0 | |||
Increase (Decrease) in Stockholders' Deficit [Roll Forward] | ||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs (in shares) | 4,466 | |||
Issuance of common stock in connection with the initial public offering, net of underwriting discounts and issuance costs | 426,192 | $ 1 | 426,191 | |
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | 19,074 | |||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | 182,609 | $ 2 | 182,607 | |
Stock-based compensation | 40,804 | 40,804 | ||
Stock options exercised (in shares) | 1,882 | |||
Stock options exercised | 12,480 | 12,480 | ||
Common stock repurchased and retired (in shares) | (23) | |||
Common stock repurchased and retired | (868) | (868) | ||
Options repurchased | $ (7,335) | (7,335) | ||
Release of restricted stock units (in shares) | 79 | |||
Release of restricted stock units | $ 0 | |||
Net loss | (60,135) | (60,135) | ||
Ending balance (in shares) at Dec. 31, 2021 | 38,272 | |||
Ending balance at Dec. 31, 2021 | $ 513,056 | $ 4 | 683,966 | (170,914) |
Convertible preferred stock ending balance (in shares) at Dec. 31, 2022 | 0 | |||
Convertible preferred stock ending balance at Dec. 31, 2022 | $ 0 | |||
Increase (Decrease) in Stockholders' Deficit [Roll Forward] | ||||
Stock-based compensation | $ 73,820 | 73,820 | ||
Stock options exercised (in shares) | 1,739 | 1,739 | ||
Stock options exercised | $ 14,776 | 14,776 | ||
Release of restricted stock units (in shares) | 350 | |||
Release of restricted stock units | 0 | |||
Net loss | (59,574) | (59,574) | ||
Ending balance (in shares) at Dec. 31, 2022 | 40,361 | |||
Ending balance at Dec. 31, 2022 | $ 542,078 | $ 4 | $ 772,562 | $ (230,488) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (59,574) | $ (60,135) | $ (15,776) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 4,870 | 2,726 | 2,256 |
Stock-based compensation | 73,820 | 40,804 | 17,031 |
Changes in assets and liabilities: | |||
Deferred revenue | 59,283 | 43,475 | 28,485 |
Accounts receivable | (13,565) | (12,713) | (10,445) |
Deferred cost of revenues | (10,822) | (10,634) | (6,653) |
Prepaid expenses and other current assets | (1,415) | (4,048) | (1,712) |
Accounts payable | (6,655) | 5,622 | (1,615) |
Accrued expenses and other current liabilities | 8,720 | 3,708 | 6,213 |
Noncurrent assets and liabilities | (1,006) | 365 | (76) |
Net cash provided by operating activities | 53,656 | 9,170 | 17,708 |
Cash flows from investing activities: | |||
Capitalized software expense and purchases of intangible assets | (4,562) | (2,620) | (638) |
Purchase of property and equipment | (5,562) | (3,586) | (3,376) |
Acquisition, net of $0 cash acquired | 4,050 | 0 | 0 |
Net cash used for investing activities | (14,174) | (6,206) | (4,014) |
Cash flows from financing activities: | |||
Issuance of common stock in connection with the initial public offering, net of underwriting discounts and issuance costs | 0 | 426,191 | 0 |
Net proceeds from issuance of convertible preferred stock | 0 | 0 | 44,923 |
Proceeds from exercise of stock options | 14,776 | 12,480 | 2,030 |
Repurchases of stock options | 0 | (7,335) | 0 |
Repurchase of common stock | 0 | (868) | 0 |
Net cash provided by financing activities | 14,776 | 430,468 | 46,953 |
Net increase in cash and cash equivalents | 54,258 | 433,432 | 60,647 |
Cash and cash equivalents - Beginning of period | 553,922 | 120,490 | 59,843 |
Cash and cash equivalents - End of period | 608,180 | 553,922 | 120,490 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 0 | 0 | 0 |
Cash paid for income taxes | 615 | 132 | 0 |
Supplemental disclosure of noncash operating activities: | |||
Implementation costs for cloud computing included in Current liabilities | 0 | 64 | 0 |
Supplemental disclosure of noncash investing activities and financing activities: | |||
Capitalized software and purchases of intangible assets included in Current liabilities | 1,121 | 342 | 500 |
Property and equipment included in Current liabilities | 166 | 230 | 0 |
Landlord incentive | $ 2,148 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Cash Flows [Abstract] | |
Cash acquired during acquisition | $ 0 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Duolingo, Inc. (the “Company” or “Duolingo”) was formed on August 18, 2011, and the Duolingo app was launched to the general public on June 19, 2012. The Company’s headquarters are located in Pittsburgh, Pennsylvania. On July 30, 2021, Duolingo completed its Initial Public Offering (“IPO”) of 5,872 shares of its Class A common stock at a price to the public of $102.00 per share, 4,466 of which were sold by the Company and 1,406 of which were sold by certain selling stockholders, which includes the exercise in full by the underwriters of their option to purchase from the Company an additional 766 shares of the Company’s Class A common stock. The gross proceeds to the Company from the IPO were $455,532, before deducting underwriting discounts and commissions and offering expenses payable by the Company. The Company did not receive any proceeds from the sale of shares of Class A common stock in the offering by the selling stockholders. Immediately prior to the completion of the IPO, all convertible preferred stock outstanding, totaling approximately 19,074 shares, was automatically converted into an equivalent number of shares of Class B common stock on a one-to-one basis and their carrying value of $182,609 was reclassified to additional paid-in capital within stockholders’ equity. Additionally, on July 15, 2021, 6,930 shares held by our founders were exchanged from Class A common stock into Class B common stock. Duolingo is a US-based mobile learning platform, as well as a digital language proficiency assessment exam. The Company has a freemium business model: the app and the website are accessible free of charge, although Duolingo also offers a premium service, Super Duolingo, for a subscription fee. As of the date of this filing, Duolingo offers courses in over 40 different languages, including Spanish, English, French, German, Italian, Portuguese, Japanese and Chinese. We have locations in the United States, China and Germany. Principles of Consolidation —The Consolidated Financial Statements include the accounts of the Company and subsidiaries over which the Company has control. All intercompany transactions and balances have been eliminated. Basis of Presentation —The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) from the Company’s accounting records and reflect the consolidated financial position and results of operations for the years ended December 31, 2022, 2021 and 2020. Unless otherwise specified, all dollar amounts are referred to in thousands. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Principles —The Consolidated Financial Statements and accompanying notes are prepared in accordance with GAAP. Use of Estimates— The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Significant estimates and assumptions reflected in the Consolidated Financial Statements include, but are not limited to, useful lives of property and equipment, valuation of deferred tax assets and liabilities, stock-based compensation, common stock valuation, operating lease right-of-use assets and liabilities, capitalization of internally developed software and associated useful lives and contingent liabilities. Actual results may differ materially from such estimates. Management believes that the estimates, and judgments upon which they rely, are reasonable based upon information available to them at the time that these estimates and judgments are made. To the extent that there are material differences between these estimates and actual results, the Company’s Consolidated Financial Statements will be affected. Revenue Recognition— The Company has three predominant sources of revenue; time-based subscriptions, in-app advertising placement by third parties, and the Duolingo English Test. See Footnote 4 for further discussion. Deferred Revenues— Revenue is recognized over the life of the subscription, or in the case of Duolingo English Test, revenue is recognized when the test is proctored. The Company classifies deferred revenue as a short-term liability on the consolidated balance sheets as the longest subscription plan is for twelve months, and Duolingo English Test purchases must be taken within 21 days. Cost of Revenues— Cost of revenue predominantly consists of third-party payment processing fees charged by various distribution channel and hosting fees. To a much lesser extent, includes wages and stock-based compensation for certain employees in the capacity of customer support, amortization of revenue generating capitalized software, and depreciation of certain property and equipment. Deferred Cost of Revenues— Deferred cost of revenue includes third-party payment processing fees amortized over the subscription terms in proportion to the revenue recognized. In situations where fees are charged for subscriptions that exceed one month, costs are deferred and recognized over the life of the subscription and are classified as a current asset. The Company classifies deferred cost of revenue as a short-term asset on the Company’s consolidated balance sheets as the longest subscription plan is for twelve months. Cash and Cash Equivalents— Cash consists primarily of cash on hand and bank deposits. Cash equivalents consist primarily of money market accounts with maturities of three months or less at the date of acquisition and are stated at cost, which approximates fair value. The Company maintains cash deposits with financial institutions that may exceed federally insured limits at times. The following table shows the breakout between cash and money market funds. December 31, December 31, Cash $ 91,189 $ 44,165 Money market funds 516,991 509,757 Total $ 608,180 $ 553,922 The Money market funds are considered Level 1 financial assets. Level 1 financial assets use inputs that are the unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Accounts Receivable —Accounts receivables are reported on the consolidated balance sheets at the outstanding principal amount adjusted for any allowance for credit losses and any charge offs. The Company provides an allowance for credit losses to reduce trade receivables to their estimated net realizable value equal to the amount that is expected to be collected. This allowance is estimated based on historical collection experience, the aging of receivables, specific current and expected future macro-economic and market conditions, and assessments of the current creditworthiness and economic status of customers. The Company considers a receivable delinquent if it is unpaid after the term of the related invoice has expired. Balances that are still outstanding after management has used reasonable collection efforts are written off. The Company reviews its allowance for credit losses on a quarterly basis. As of December 31, 2022 and 2021, the Company has not recorded a reserve given the Company’s lack of historical write offs. Property and Equipment —Property and equipment is stated at cost, less accumulated depreciation. Depreciation is computed on the straight-line method. Asset Class Estimated Useful Life Furniture, fixtures and equipment 5 to 7 years Leasehold improvements 4 to 6 years Leasehold improvements are amortized over the lesser of the life of the lease or the estimated useful life of the leasehold improvements. Costs related to maintenance and repairs that do not extend the assets’ useful life are expensed as incurred. Acquisition —The Company uses the acquisition method of accounting for business combination transactions, and, accordingly, recognizes the fair values of assets acquired and liabilities assumed in our Consolidated Financial Statements. Transaction costs related to the acquisition of the acquired company are expensed as incurred. The allocation of fair values may be subject to adjustment after the initial allocation for up to a one-year period as more information becomes available relative to the fair values as of the acquisition date. The Consolidated Financial Statements include the results of operations of any acquired company since the acquisition date. Goodwill —The Company recognizes the excess of the purchase price over the fair value of identifiable net assets acquired at the acquisition date as goodwill. Goodwill is not amortized but is reviewed for impairment annually and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company will review goodwill for impairment annually on October 1st of each fiscal year or whenever events or changes in circumstances indicate that an impairment may exist. The Company will first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. If the fair value of the reporting unit is greater than the reporting unit’s carrying value, then the carrying value of the reporting unit is deemed to be recoverable. If the carrying value of the reporting unit is greater than the reporting unit’s fair value, goodwill is impaired and written down to the reporting unit’s fair value. Intangible Assets —The majority of the Company’s intangible assets is capitalized software, with minimal other intangible assets during the years ended December 31, 2022 and 2021. The Company develops software for internal use and capitalizes the software development costs incurred during the application development stage. Costs incurred prior to and after the application development stage are charged to expense. When the software is ready for its intended use, capitalization ceases and such costs are amortized on a straight-line basis over the estimated life, which is generally three years. Relatively minor upgrades, enhancements and maintenance to the platform are expensed as incurred. Income Taxes— The Company provides for income taxes in accordance with the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities for financial reporting and for income tax reporting. The deferred tax asset or liability represents the future tax return consequences of those difference, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A valuation allowance is established for any deferred tax asset for which it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. The Company limits the deferred tax assets recognized related to certain officers’ compensation to amounts that it estimates will be deductible in future periods based upon Internal Revenue Code Section 162(m). The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with the asset and liability method. The first step is to evaluate the tax position for recognition by determining whether evidence indicates that it is more likely than not that a position will be sustained if examined by a taxing authority. The second step is to measure the tax benefit as the largest amount that is 50% likely of being realized upon settlement with a tax authority. There were no amounts recorded at December 31, 2022 and December 31, 2021 related to uncertain tax positions. Foreign Currency —The functional currency of the Company and its subsidiaries is the United States dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the year. The Company has not, to the date of these Consolidated Financial Statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. Fair Value of Financial Instruments —The Company accounts for certain assets and liabilities at fair value in accordance with the accounting guidance applicable to fair value measurements and disclosures. The carrying values of cash, cash equivalents, accounts receivable, accounts payable, and accrued expenses are deemed to be reasonable estimates of their fair values because of their short-term nature. Research and Development Costs —Research and development expenses are incurred as the Company maintains and enhances its software and evaluates and develops other potential applications. Such expenses include compensation of engineering, product design and testing personnel, including stock-based compensation, materials, travel and direct costs associated with the design and required testing of our platform and depreciation of certain property and equipment. Sales and Marketing —Sales and marketing expenses are expensed as incurred and consists primarily of brand advertising, marketing, digital and social media spend, field marketing, travel, trade show sponsorships and events, conferences and other employee related compensation, including stock-based compensation for personnel engaged in sales and marketing functions, amortization of non-revenue generating capitalized software used to promote Duolingo, and depreciation of certain property and equipment. Advertising costs were approximately $48,111, $42,964 and $27,352 for the years ended December 31, 2022, 2021 and 2020, respectively. General and Administrative —General and administrative expense primarily consists of employee related compensation (including stock-based compensation) for management and administrative functions, including our finance and accounting, legal, and people teams. General and administrative expense also includes certain professional services fees, general corporate and director and officer insurance, facilities costs, and other general overhead costs that support our operations, and depreciation of certain property and equipment. Contributors— On March 10, 2021, the Company announced that it was ending its non-employee volunteer program, which began in 2013 to build and improve language courses. As part of this change, those contributors who participated in the program became eligible to receive a one-time award, up to an aggregate amount of approximately $4,220, including fees paid to process payments of approximately $526. The Company accounted for this under Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) 958-720, Not-For-Profit Entities - Other Expenses and ASC 720-25, Contributions Made , based on the nature of this contribution, which is an unconditional promise. This amount is included within Sales and marketing in the Consolidated Statements of Operations and Comprehensive Loss. Concentration of Credit Risk —The Company’s concentration of credit risk relates to financial institutions holding the Company’s cash and cash equivalents and platforms with significant accounts receivable balances and revenue transactions. The Company maintains cash deposits with financial institutions that may exceed federally insured limits at times. Management believes that the financial institutions that hold the Company’s deposits are financially credit worthy and, accordingly, minimal credit risk exists with respect to those balances. The majority of our revenue comes through our subscriptions and advertising streams and payments are made to Duolingo through service providers. The top two, Apple and Google, accounted for 56.2% and 27.5% of total Accounts receivable as of December 31, 2022, respectively. The top three service providers, Apple, Google and Stripe, accounted for 51.1%, 27.9% and 10.1% of total Accounts receivable as of December 31, 2021, respectively. Two service providers, Apple and Google, processed 54.2% and 28.1% of total Revenues for the year ended December 31, 2022, respectively. Three services providers, Apple, Google, and Stripe, processed 50.5%, 29.0% and 10.1% of total Revenues for the year ended December 31, 2021, respectively. Two service providers, Apple and Google, processed 51.3% and 26.9% of total Revenues for the year ended December 31, 2020, respectively. Stock-Based Compensation —The Company accounts for equity-based compensation using the fair value method as set forth in the ASC 718, Compensation—Stock Compensation , which requires the measurement and recognition of compensation expense for all stock-based payment awards based on estimated fair values. This method requires companies to estimate the fair value of stock-based compensation on the date of grant using an option pricing model. The Company estimates the fair value of each equity-based payment award on the date of grant using the Black-Scholes pricing model. The Black-Scholes model determines the fair value of equity-based payment awards based on the fair value of the underlying common stock on the date of grant and requires the use of estimates and assumptions, including the fair value of the Company’s common stock, exercise price of the stock option, expected volatility, expected life, risk-free interest rate and dividend rate. The Company estimates the expected volatility of its stock options by taking the average historical volatility of a group of comparable publicly traded companies over a period equal to the expected life of the options; it is not practical for the Company to estimate its own volatility due to the lack of historical prices. The expected term of the options is determined in accordance with existing equity agreements as the underlying options are assumed to be exercised upon the passage of time. The risk-free interest rate is the estimated average interest rate based on US Treasury zero-coupon notes with terms consistent with the expected life of the awards. The expected dividend yield is zero as the Company does not anticipate paying any recurring cash dividends in the foreseeable future. The Company accounts for forfeitures as they occur. Restricted Stock Units (RSUs) The Company began to grant RSUs in November 2020. The fair value of RSUs is estimated based on the fair value of the Company’s common stock on the date of grant. Each RSU award granted prior to the IPO vests based upon the satisfaction, during the term of the RSUs, of two requirements: length of service and a liquidity event defined as a change in control or a qualified IPO. The service-based vesting condition for the majority of these awards is satisfied over four years. The liquidity-based vesting condition is satisfied upon the occurrence of a qualifying liquidity event. The Company measures and recognizes compensation expense for all stock-based awards based on the estimated fair value of the award. Prior to July 30, 2021, no stock-based compensation expense had been recognized for RSUs because the liquidity-based vesting condition had not been probable of being satisfied. Upon the IPO, the liquidity-based vesting condition was satisfied and $2,035 of stock-based compensation expense was recognized related to these awards during the year ended December 31, 2021. Of that amount, $1,332, $210 and $493 was included within Research and development, Sales and marketing and General and administrative, respectively, in the Consolidated Statement of Operations and Comprehensive Loss. Performance-based RSUs In June 2021, the Company granted 1,800 (one million eight-hundred thousand) performance-based RSUs to the Company’s founders (“Founder Awards”). The Founder Awards are divided into ten equal tranches with each tranche becoming eligible to vest upon achievement of the specified stock-price hurdles. The Founder Awards vest upon the satisfaction of both a service-based condition and a performance-based condition and generally are settled one year after vesting. The service-based condition is satisfied as to 25% of the Founder Awards on each anniversary of the completion of the IPO, subject to the continuous service of the founders through the applicable date. The fair value of the Founder Awards is determined using a Monte Carlo simulation model. The associated stock-based compensation is recorded over the derived service period, using the accelerated attribution method. If the stock-price hurdles are met sooner than the requisite service period, the stock-based compensation expense will be adjusted to prospectively recognize the remaining expense over the remaining derived service period. Provided that the founders continue to provide services to us, stock-based compensation expense is recognized over the derived service period, regardless of whether the stock-price hurdles are achieved. The first and second tranches were met during the year ended December 31, 2021. The Company recognized $30,997 of stock-based compensation expense related to these awards, which is included within General and administrative in the Consolidated Statements of Operations and Comprehensive Loss. Contingencies —The Company records accruals for contingencies and legal proceedings expected to be incurred in connection with a loss contingency when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss, would be disclosed. Segment —The Company operates as a single operating segment. The chief operating decision maker of the Company is its Chief Executive Officer, who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis, accompanied by disaggregated information of our revenue. Accordingly, the Company has determined that it has a single reportable segment and operating segment structure, and operates as one reporting unit. Leases —The Company accounts for leases in accordance with ASC 842, Leases , which requires virtually all leases, other than leases that meet the definition of a short-term lease, to be recorded on the balance sheet with a right-of-use (“ROU”) asset and corresponding lease liability. ROU assets are periodically reviewed for impairment whenever events or changes in circumstances arise. During the years ended December 31, 2022, 2021 and 2020, the Company incurred no impairment charges on ROU assets. On the lease commencement date, each lease is classified as either finance or operating, depending on certain criteria. The Company determined that it only has operating leases as none of the criteria for finance lease classification were met. Operating lease expense is recognized on a straight-line basis on the Consolidated Statements of Operations and Comprehensive Loss in General and administrative expenses. On the Consolidated Statements of Changes in Cash Flows, payments for operating leases, are included in operating activities. As an accounting policy election, the Company has elected to not separate lease and non-lease components for all asset classes and made an accounting policy election for short-term leases which does not require the capitalization of leases with terms of 12 months or less at lease commencement. The discount rate utilized in calculating the lease liability is the rate implicit in the lease, if known; otherwise, the incremental borrowing rate (“IBR”) for the expected lease term is used. The Company’s IBR approximates the rate the Company would have to pay, on a collateralized basis, to borrow an amount equal to the lease payments under similar terms. Impairment of long-lived assets— The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the estimated undiscounted future cash flows expected to result from the use and eventual disposition of an asset is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of the asset. No assets were impaired during the years ended December 31, 2022, 2021 and 2020. Recently Issued Pronouncements Not Yet Adopted There are no recently issued accounting pronouncements that the Company has not yet adopted that they believe are applicable or would have a material impact on the financial statements of the Company. Recently Adopted Accounting Pronouncements There are no recently adopted accounting pronouncements. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION | ACQUISITION On October 3, 2022, the Company completed the acquisition of the assets of Gunner Made LLC (“Gunner”), a wholly owned entity of PNG Holdings LLC, a design and animation studio based in Detroit, Michigan. The acquisition of Gunner added fifteen new designers, illustrators, and animators to Duolingo’s existing design teams. The total consideration was $4.5 million, of which $4 million was purchase price paid in cash upon closing and was allocated to Goodwill within the Consolidated Financial Statements as it was determined that no other separately identifiable assets were acquired. The remaining $450 will be paid after one year of continued service of certain Gunner employees, and will be expensed over the period within General and administrative in the Consolidated Statements of Operations and Comprehensive Loss. The Company incurred $50 of acquisition costs related to due diligence and valuation, and they are included in General and administrative expense within the Consolidated Statements of Operations and Comprehensive Loss. The Company assumed a new lease for office space as part of the Gunner acquisition. The term of the newly acquired lease is 68 months beginning on October 3, 2022 and expiring on May 31, 2028. The Company has the option to extend the lease for one additional term of five four |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The Company has three predominant sources of revenues; time-based subscriptions, in-app advertising placement by third parties, and the Duolingo English Test. Revenue is recognized upon transfer of control of promised products or services to users in an amount that reflects the consideration the Company expects to receive in exchange for those services. The Company does not enter into contracts with a customer that contain multiple promises that result in multiple performance obligations. Revenue is recorded net of taxes assessed by a government authority that are both imposed on and concurrent with specific revenue transactions between us and our users. Revenue from time-based subscriptions includes a stand-ready obligation to provide hosting services that are consumed by the customer over the subscription period. Users can purchase Duolingo monthly or they can purchase a six-month or year-long subscription and pay for the subscription at the time of purchase. Under the year-long subscription, users can also purchase a single plan or a family plan. The family plan includes up to six users on one subscription. Such payments are initially recorded to deferred revenue. The user has the ability to download limited content offline. However, as there is a significant level of integration and interdependency with the online functionality, the Company considers the service to be a single performance obligation for the online and offline content. The Company enters into arrangements with advertising networks to monetize the in-app advertising inventory. Revenue from in-app advertising placement is recognized at a point in time when the advertisement is placed and is based upon the amount received. Duolingo English Test revenue is generally recognized once the tests have gone through the proctoring process and a certification decision has been made. This process usually takes less than 48 hours after the test has been completed and uploaded. Customers have 21 days from the date of purchase to take the exam or their purchase will expire and revenue will be recognized. Virtually all customers complete their exams prior to expiration. Sometimes organizations may purchase tests in bulk via coupons with a one year expiration date. The Company will defer revenue from all tests that have neither been proctored nor expired. The Company’s users have the option to purchase consumable in-app virtual goods. The Company recognizes revenue over the period in which the user consumes the virtual good, which is generally within a month. The Company also recognizes revenue from Duo’s Taquería , a restaurant that opened during 2022, in the space adjacent to our headquarters in Pittsburgh. Revenue from Duo’s Taquería is recognized at a point in time when the sales are made. Principal Agent Considerations —The Company makes its application available to be downloaded through third-party digital distribution service providers. Users who purchase subscriptions also pay through the respective app stores. The Company evaluates the purchases via third-party payment processors to determine whether its revenues should be reported gross or net of fees retained by the payment processor. The Company is the principal in the transaction with the end user as a result of controlling, hosting, and integrating the delivery of the virtual items to the end user. The Company records revenue gross as a principal and records fees paid to third-party payment processors as Cost of revenues. Contract Balances —Deferred revenue mostly consists of payments we receive in advance of revenue recognition, and is mostly related to time-based subscriptions, which will be recognized into revenue over the course of the upcoming year (recognized over 12 months or less). Additionally, the Duolingo English Test has deferred revenue related to tests that have been purchased, but will not be recognized until the tests have been proctored. Disaggregation of Revenue In accordance with ASC 606, Revenue from Contracts with Customers , the Company disaggregates revenue from contracts with customers into revenue stream, which most closely depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Year Ended December 31, 2022 2021 2020 Revenues: Subscription $ 273,507 $ 180,698 $ 117,501 Advertising 44,731 38,501 27,043 Duolingo English Test 32,718 24,658 15,155 Other (1) 18,539 6,915 1,997 Total revenues $ 369,495 $ 250,772 $ 161,696 ________________ (1) Other revenue is mainly comprised of in-app purchases of virtual goods. Information regarding geography of revenues is based upon the location where the users are located or, in the case of the Duolingo English Test, where the tests are taken: Year Ended December 31, 2022 2021 2020 United States $ 168,320 $ 109,163 $ 70,978 United Kingdom 31,539 25,163 15,245 Rest of World 169,636 116,446 75,473 Total $ 369,495 $ 250,772 $ 161,696 Customers located in the United States accounted for 46% of total revenues for the year ended December 31, 2022, and 44% of total revenues for both of the years ended December 31, 2021 and 2020, and customers located in the United Kingdom accounted for 9%, 10% and 9% for the years ended December 31, 2022, 2021 and 2020, respectively. No other country accounted for more than 10% of revenue in the periods presented. Changes in deferred revenues were as follows: Year Ended December 31, 2022 2021 Beginning balance—January 1 $ 98,267 $ 54,792 Amount from beginning balance recognized into revenue (98,267) (54,792) Recognition of deferred revenue (199,130) (139,371) Deferral of revenue 356,680 237,638 Ending balance—December 31 $ 157,550 $ 98,267 |
PROPERTY and EQUIPMENT, net
PROPERTY and EQUIPMENT, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY and EQUIPMENT, net | PROPERTY and EQUIPMENT, net Property and equipment consists of the following as of December 31, 2022 and December 31, 2021: 2022 2021 Leasehold improvements $ 15,983 $ 10,258 Furniture, fixtures and equipment 5,204 3,053 Total property and equipment 21,187 13,311 Less: accumulated depreciation (8,218) (5,100) Total property and equipment, net $ 12,969 $ 8,211 Depreciation expense of $3,118, $2,033 and $1,624 for the years ended December 31, 2022, 2021, and 2020 respectively, is recorded in the Company’s Consolidated Statements of Operations and Comprehensive Loss. Depreciation expense is included within the following financial statement line items within the Company’s Consolidated Financial Statements. Year Ended December 31, (In thousands) 2022 2021 2020 Research and development $ 1,500 $ 260 $ — Sales and marketing 190 32 — General and administrative 1,428 1,741 1,624 Total $ 3,118 $ 2,033 $ 1,624 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Intangible assets consist mostly of capitalized software, with $18 and $0 of other intangible assets as of December 31, 2022 and December 31, 2021, respectively. 2022 2021 Intangible assets $ 16,827 $ 11,144 Less: accumulated amortization (8,330) (6,578) Intangible assets, net $ 8,497 $ 4,566 The Company capitalized $5,665 and $2,963 of software development costs during the years ended December 31, 2022 and 2021, respectively. Amortization expense of $1,752, $693 and $632 for the years ended December 31, 2022, 2021 and 2020 respectively, is recorded in the Company’s Consolidated Statements of Operations and Comprehensive Loss. Amortization expense is included within the following financial statement line items within the Company’s Consolidated Financial Statements. Year Ended December 31, (In thousands) 2022 2021 2020 Cost of revenues $ 870 $ — $ 86 Sales and marketing 882 693 546 Total $ 1,752 $ 693 $ 632 Changes in the carrying amount of goodwill are as follows: (in thousands) Amount Balance as of December 31, 2021 $ — Acquisition 4,050 Balance as of December 31, 2022 $ 4,050 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The Company has entered into various operating leases for its office space expiring between fiscal 2023 and 2035. Certain lease agreements contain an option for the Company to renew a lease for a term of up to five years. The Company considers these options, which may be elected at the Company’s sole discretion, in determining the lease term on a lease-by-lease basis. The following represents the components of lease cost for the years ended December 31, 2022, 2021 and 2020 along with supplemental disclosures of cash flow information, lease term and discount rate: Year Ended December 31, 2022 2021 2020 Operating lease cost $ 7,076 $ 1,919 $ 1,721 Short term lease cost 125 1,266 317 Variable lease cost 63 28 — Total lease cost $ 7,264 $ 3,213 $ 2,038 Cash paid for amounts included in the measurement of lease liabilities $ 5,168 $ 1,819 $ — Right-of-use assets obtained in exchange for new operating lease liabilities $ 909 $ 22,274 $ — Right of use assets disposed or adjusted, modifying operating leases liabilities $ (1,586) $ (235) $ — Gain from termination of leases $ — $ 31 $ — Weighted-average remaining lease term 9 years 9 years 8 years, 11 months Weighted-average discount rate 6.92 % 5.77 % 6.70 % The following table reconciles future minimum undiscounted rental commitments for operating leases to operating lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2022: Fiscal year 2023 $ 6,719 2024 4,702 2025 3,239 2026 3,310 2027 3,371 Thereafter 18,834 Total undiscounted lease payments $ 40,175 Present value adjustment (11,769) Operating lease liabilities $ 28,406 Current lease liabilities of $4,903 and $3,336 are presented within Accrued expenses and other liabilities |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For the years ended December 31, 2022, 2021 and 2020 the Company recognized the following provision for income taxes: Year Ended December 31, 2022 2021 2020 Current: Federal $ 302 $ — $ — State 327 80 42 Foreign 524 97 26 Total $ 1,153 $ 177 $ 68 Deferred: Federal $ — $ — $ — State — — — Foreign (215) — — Total $ (215) $ — $ — Total provision for income taxes $ 938 $ 177 $ 68 The provision for income taxes differs from the amounts computed by applying the federal statutory rate as follows for the years ended December 31, 2022, 2021 and 2020: 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % State taxes 6.7 6.5 1.8 Section 162(m) limitation (15.2) (13.5) — Equity compensation 28.4 53.8 (18.4) Other permanent adjustments (0.9) (0.5) (1.8) Research and development credit 11.7 15.9 10.2 Valuation allowance (53.3) (83.5) (13.2) Effective income tax rate (1.6) % (0.3) % (0.4) % The 2022, 2021 and 2020 effective tax rate is less than the statutory rate primarily as a result of the valuation allowance for net deferred tax assets. The Company has the following deferred tax assets (liabilities) as of December 31, 2022 and 2021: 2022 2021 Net operating loss carryforwards $ 42,861 $ 61,605 Equity compensation 3,605 1,881 Research and development credits 22,386 14,480 Lease liability 6,487 7,335 Section 174 research and development capitalization 42,429 — Marketing and advertising 633 — Sales tax / Value added tax ("VAT") reserve 210 277 Other deferred tax assets 140 56 Valuation allowance (108,504) (76,293) Total deferred tax assets 10,247 9,341 ROU asset (5,122) (6,389) Property and equipment (2,569) (1,894) Capitalized software (1,913) (1,057) Other deferred tax liabilities (10) (1) Total deferred tax liabilities (9,614) (9,341) Net deferred taxes $ 633 $ — The Company has provided a full valuation allowance for its US federal and state net deferred tax asset as it is not more likely than not that the asset will be realized. The movement in valuation allowance of $32,211 is primarily related to the capitalization, for U.S. income tax purposes, of research and development expenditures. During 2022, the Company established a deferred tax asset with respect to its China subsidiary. The following table represents the activity in our valuation allowance for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Beginning balance—January 1 $ (76,293) $ (26,236) Valuation allowances established (32,211) (50,057) Release of valuation allowances — — Ending balance—December 31 $ (108,504) $ (76,293) The Company has approximately $172,046 in federal net operating loss carryforwards and approximately $86,164 in state net operating loss carryforwards. Certain of these loss carryforwards have an indefinite life and other amounts are available to offset future taxable income through 2041. The Company has approximately $22,387 in federal and state general business credits that are available to offset future taxable income through 2041. The Company has analyzed the impact of Internal Revenue Code (“IRC”) Sections 382 and 383 on these tax attributes and has determined that no prior ownership changes have occurred which would limit the Company’s ability to utilize the NOLs and research and development tax credits. The Company’s tax years through the 2022 tax year remain subject to examination by federal and state tax authorities. The Company utilizes a more-likely-than-not standard in recognizing a tax benefit in its financial statements. No uncertain tax benefits have been recorded in 2022, 2021, and 2020, respectively. |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
CONVERTIBLE PREFERRED STOCK | CONVERTIBLE PREFERRED STOCK Immediately prior to the completion of the IPO on July 30, 2021, all convertible preferred stock outstanding, totaling approximately 19,074 shares, was automatically converted into an equivalent number of shares of Class B common stock on a one-to-one basis and their carrying value of $182,609 was reclassified to additional paid-in capital within stockholders’ equity (deficit). The following table summarizes the convertible preferred stock outstanding immediately prior to the conversion into common stock and as of December 31, 2020: Shares Series Authorized Outstanding Per share price Aggregate liquidation preference Funds received Fees incurred Carrying value of convertible preferred stock A 3,865 3,865 $ 0.85 $ 3,300 $ 3,300 $ 52 $ 3,248 B 6,298 6,298 2.38 $ 15,000 $ 15,000 $ 60 $ 14,940 C 2,948 2,948 6.78 $ 20,000 $ 20,000 $ 112 $ 19,888 D 3,154 3,154 14.27 $ 45,000 $ 45,000 $ 146 $ 44,853 E 1,224 1,224 20.43 $ 25,000 $ 25,000 $ 92 $ 24,909 F 758 758 39.57 $ 30,000 $ 30,000 $ 153 $ 29,848 G 241 241 41.38 $ 10,000 $ 10,000 $ 24 $ 9,976 H 586 586 59.77 $ 35,000 $ 35,000 $ 52 $ 34,947 Total 19,074 19,074 $ 183,300 $ 183,300 $ 691 $ 182,609 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Prior to the IPO, the Company granted options to purchase shares of the Company’s common stock and restricted stock units (“RSU”) in respect of shares of the Company’s common stock to employees, directors and consultants under the Company’s 2011 Equity Incentive Plan. In July 2021, Duolingo adopted the 2021 Incentive Award Plan (“2021 Plan”) and the 2021 Employee Stock Purchase Plan (“ESPP”), each of which became effective on July 26, 2021 in connection with the IPO. An aggregate of 7,946 shares and 1,119 shares of Class A common stock were made available for future issuance under the 2021 Plan and ESPP, respectively. On each January 1, the number of shares of the Company’s Class A common stock available for issuance under the 2021 Plan have been, and through January 1, 2031, will be, increased by the lesser of (i) 5% of the shares outstanding on the preceding December 31 (calculated on an as-converted basis) and (B) such smaller number of shares of common stock as determined by the Board or the Committee (as defined in the 2021 Plan). On January 1, 2022, the 2021 Plan and ESPP were increased by 1,913 shares and 166 shares, respectively. On January 1, 2023, the 2021 Plan and ESPP were increased by 2,018 shares and 319 shares, respectively. The Company’s stock options vest based on terms in the stock option agreements, which generally provide for vesting over four years based on continued service to the Company and its subsidiaries. Each option has a term of ten years. Stock options granted under the 2021 Plan must generally have an exercise price of not less than the estimated fair market value of the underlying Class A common stock at the date of the grant. No options have been granted under the 2021 Plan. A summary of stock option activity under the Plans was as follows: Number of Weighted- Weighted- average remaining contractual life (years) Aggregate intrinsic value Options outstanding at January 1, 2022 6,255 $ 12.53 6.92 $ 585,339 Granted (1) — Exercised (1,739) 8.47 Repurchased — Forfeited and expired (106) 16.47 Options outstanding at December 31, 2022 4,410 $ 14.04 6.25 $ 251,832 Options exercisable at December 31, 2022 3,689 $ 13.08 6.03 $ 214,131 ________________ (1) There were no stock options granted during the year ended December 31, 2022 The total intrinsic value of options exercised was approximately $140,884, $194,513, and $6,058 for the periods ended December 31, 2022, 2021 and 2020, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: 2022 2021 2020 Risk-free interest rate n/a 1.04 – 1.14% 0.32 – 0.68% Expected life n/a 5.90 years 6.01 years Expected volatility n/a 48.90 – 49.12% 45.50 – 49.38% Dividend yield n/a —% —% Fair value of common stock n/a $38.08 – $52.80 $14.42 – $38.08 The risk-free interest rate is based on the US treasury yield curve in effect as of the grant date. When establishing the expected life assumptions, the Company annually reviews historical employee exercise behavior of option grants and other economic data impacting the period the stock options are expected to remain outstanding. Expected volatility is determined using a benchmark index of similar public companies. The Company based the assumed dividend yield on its expectation of not paying dividends in the foreseeable future. Because the Company’s common stock was not yet publicly traded at the time the options were granted, the Company estimated the fair value of common stock. The Board estimated the fair value of the common stock at the time awards were granted based on factors such as valuations of comparable companies, the status of the Company’s development and sales efforts, revenue growth, and additional objective and subjective factors relating to the Company’s business. A summary of RSU activity under the Plans was as follows: Restricted stock units Weighted- Outstanding at January 1, 2022 730 $ 77.09 Granted 1,755 88.56 Released (350) 82.26 Forfeited (99) 84.30 Outstanding at December 31, 2022 2,036 $ 85.74 Prior to July 30, 2021, no stock-based compensation expense had been recognized for RSUs because the liquidity-based vesting condition had not been probable of being satisfied. Upon the IPO, the liquidity-based vesting condition was met and $2,035 of stock-based compensation expense was recognized related to these awards. As of December 31, 2022, there was approximately $5,663 of unrecognized compensation cost related to stock options granted under the plans with a weighted-average period of approximately one year. The amount of unrecognized compensation expense for RSUs as of December 31, 2022 was $163,724 with a weighted-average period of approximately three years, for a total unrecognized compensation expense of $169,387. There were 8,117 shares available for grant at December 31, 2022. Performance-based RSUs In June 2021, the Company granted an aggregate of 1,800 performance-based RSUs (the “Founder Awards”) to the Company’s founders. The Founder Awards vest upon the satisfaction of both a service-based condition and a performance-based condition and generally are settled one year after vesting. The service-based condition is satisfied as to 25% of the Founder Awards on each anniversary of the completion of the IPO, subject to the continuous service of the founders through the applicable date. The performance-based condition will be satisfied with respect to each of 10 equal tranches only if the trailing 60-calendar day volume-weighted-average closing trading price of the Company’s Class A common stock reaches certain stock-price hurdles for each such tranche, as set forth below, over a period of 10 years from the date of grant. Any RSUs associated with stock-prices hurdle not achieved by the tenth anniversary of the date of grant will terminate and be canceled for no additional consideration to the founders. The stock-price hurdles and number of RSUs eligible to vest will be adjusted to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications, or similar events under the 2021 Plan. The Founder Awards will be settled in shares of the Company’s Class B common stock. Tranche Company Stock Price Hurdle Number of RSUs Eligible to Vest 1 $ 127.50 90 2 $ 153.00 90 3 $ 178.50 90 4 $ 204.00 180 5 $ 255.00 180 6 $ 306.00 180 7 $ 357.00 180 8 $ 408.00 180 9 $ 612.00 270 10 $ 816.00 360 The Company estimated the grant date fair value of the Founder Awards using a model based on multiple stock-price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the stock-price hurdles may not be satisfied. The weighted-average grant date fair value of the Founder Awards was estimated to be $61.56 per share using the below inputs. Input Assumption Valuation Date June 28, 2021 Risk-free interest rate 1.48% Expected life 9.98 Expected volatility 51.67% Dividend yield 0.00% Fair value of common stock $95.00 The Company estimates that it will recognize total stock-based compensation expense of approximately $110,817 over the derived service period of each of the ten separate tranches which is between 3.58 – 5.92 years. If the stock-price hurdles are met sooner than the requisite service period, the stock-based compensation expense will be adjusted to prospectively recognize the remaining expense over the remaining derived service period. Provided that the founders continue to provide services to the Company, stock-based compensation expense is recognized over the derived service period, regardless of whether the stock-price hurdles are achieved. The stock-price hurdles for the first two tranches were met during 2021. No additional stock-price hurdles were met during the year ended December 31, 2022. The Company recognized $30,997 and $16,463 of stock-based compensation expense related to these awards for the years ended December 31, 2022 and 2021, respectively, which is included within General and administrative in the Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2022, there is $63,357 of unrecognized compensation expense related to these awards. In February 2021, the Company initiated a tender offer which allowed employees to sell up to 10% of their vested options or shares back to the Company at selling price of $59.77, which was above fair market value of $38.08. The Company paid $13,479 and incurred $5,275 of additional compensation expense related to this tender representing the difference between the aggregate selling price and fair market value of the options and shares sold, and a $7,335 decrease to Additional paid-in capital. As a result of this tender, 220 options were put back into the option pool and 23 shares were retired with an $868 decrease to Additional paid-in capital. Upon the IPO, vesting of stock option grants to certain executive officers were accelerated, which resulted in an additional $5,574 of compensation expense during the year ended December 31, 2021. This is included within General and administrative in the Consolidated Statements of Operations and Comprehensive Loss. Total stock-based compensation expense was $73,820, $40,804 and $17,031 for the year ended December 31, 2022, 2021 and 2020, respectively. Stock based compensation expense is included in the Consolidated Statements of Operations and Comprehensive Loss as shown in the following table: Year Ended December 31, 2022 2021 2020 Cost of revenues $ 38 $ 8 $ 6 Research and development 26,373 9,298 2,773 Sales and marketing 2,540 881 348 General and administrative 44,869 30,617 13,904 Total $ 73,820 $ 40,804 $ 17,031 Nominal amounts of stock based compensation expense is capitalized into intangible assets for the years ended December 31, 2022, 2021 and 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings — From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims. The outcome of any such claims or proceedings, regardless of the merits, is inherently uncertain. The Company is not currently party to any material legal proceedings. Related Parties — The Company has determined that there were no transactions with related parties as of or during the years ended December 31, 2022, 2021, and 2020. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: December 31, December 31, 2021 Obligations under current leases $ 4,903 $ 3,336 Employee-related costs 4,233 2,075 Marketing related accruals 3,464 1,078 Sales and VAT tax accrual 2,396 2,319 Other 6,974 4,125 Total $ 21,970 $ 12,933 |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Postemployment Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | EMPLOYEE BENEFIT PLANThe Company sponsors a profit sharing plan with a 401(k) feature, the Duolingo Retirement Plan, (the “Plan”) for eligible employees. The current Plan, effective January 1, 2021, provides for Company safe harbor matching contributions of 100% of the first 4% of the employees’ elective deferrals and 50% of the next 2%, with vesting starting upon the first day of employment. The prior Plan provided for Company safe harbor matching contributions of 100% of the first 3% of the employees’ elective deferrals and 50% of the next 2%, with vesting starting upon the first day of employment. The Company also has the option to make discretionary matching or profit sharing contributions. The Company made safe harbor matching contributions of approximately $4,624, $3,438 and $1,796 for the years ended December 31, 2022, 2021 and 2020, respectively. The Company did not make any discretionary matching or profit sharing contributions during the years ended December 31, 2022, 2021, or 2020. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | LOSS PER SHARE Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Prior to the automatic conversion of all of its convertible preferred stock outstanding into Class B common stock upon the IPO, the Company considered all series of its convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holders of the convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Basic net loss per share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. The diluted net loss per share attributable to common stockholders is calculated by giving effect to all potential dilutive common stock equivalents outstanding for the period. Year Ended December 31, (In thousands, except per share data) 2022 2021 2020 Numerator: Net loss attributable to Class A and Class B common stockholders $ (59,574) $ (60,135) (15,776) Denominator: Weighted-average shares in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted 39,470 23,433 12,735 Basic loss per common share $ (1.51) $ (2.57) $ (1.24) Diluted loss per common share $ (1.51) $ (2.57) $ (1.24) The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to 20 votes per share. Each share of Class B common stock is convertible into a share of Class A common stock voluntarily at any time by the holder, and automatically upon certain events. The Class A common stock has no conversion rights. As the liquidation and dividend rights are identical for Class A and Class B common stock, the undistributed earnings are allocated on a proportional basis and the resulting net loss per share attributable to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis. Since the Company was in a net loss position for the years ended December 31, 2022, 2021, and 2020 there is no difference between the number of shares used to calculate basic and diluted loss per share. The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have been antidilutive are as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Convertible preferred stock — — 19,074 Founder awards where performance has been met 180 180 — Stock options outstanding (1) 4,410 6,255 8,365 RSUs outstanding (1) 2,036 730 34 Total 6,626 7,165 27,473 ________________ (1) Prior year amounts were adjusted in the current year table to include unvested options and RSUs Founder awards of 1,620, where the performance criteria has not been satisfied, are excluded from the above table because the stock-price hurdles for those awards had not been met as of December 31, 2022 and 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSNone |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation—The Consolidated Financial Statements include the accounts of the Company and subsidiaries over which the Company has control. All intercompany transactions and balances have been eliminated. |
Basis of Presentation and Accounting Principles | Basis of Presentation—The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) from the Company’s accounting records and reflect the consolidated financial position and results of operations for the years ended December 31, 2022, 2021 and 2020. Unless otherwise specified, all dollar amounts are referred to in thousands. Accounting Principles —The Consolidated Financial Statements and accompanying notes are prepared in accordance with GAAP. |
Use of Estimates | Use of Estimates— The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Significant estimates and assumptions reflected in the Consolidated Financial Statements include, but are not limited to, useful lives of property |
Revenue Recognition | Revenue Recognition— The Company has three predominant sources of revenue; time-based subscriptions, in-app advertising placement by third parties, and the Duolingo English Test. See Footnote 4 for further discussion. Deferred Revenues— Revenue is recognized over the life of the subscription, or in the case of Duolingo English Test, revenue is recognized when the test is proctored. The Company classifies deferred revenue as a short-term liability on the consolidated balance sheets as the longest subscription plan is for twelve months, and Duolingo English Test purchases must be taken within 21 days. Cost of Revenues— Cost of revenue predominantly consists of third-party payment processing fees charged by various distribution channel and hosting fees. To a much lesser extent, includes wages and stock-based compensation for certain employees in the capacity of customer support, amortization of revenue generating capitalized software, and depreciation of certain property and equipment. Deferred Cost of Revenues— Deferred cost of revenue includes third-party payment processing fees amortized over the subscription terms in proportion to the revenue recognized. In situations where fees are charged for subscriptions that exceed one month, costs are deferred and recognized over the life of the subscription and are classified as a current asset. The Company classifies deferred cost of revenue as a short-term asset on the Company’s consolidated balance sheets as the longest subscription plan is for twelve months. The Company has three predominant sources of revenues; time-based subscriptions, in-app advertising placement by third parties, and the Duolingo English Test. Revenue is recognized upon transfer of control of promised products or services to users in an amount that reflects the consideration the Company expects to receive in exchange for those services. The Company does not enter into contracts with a customer that contain multiple promises that result in multiple performance obligations. Revenue is recorded net of taxes assessed by a government authority that are both imposed on and concurrent with specific revenue transactions between us and our users. Revenue from time-based subscriptions includes a stand-ready obligation to provide hosting services that are consumed by the customer over the subscription period. Users can purchase Duolingo monthly or they can purchase a six-month or year-long subscription and pay for the subscription at the time of purchase. Under the year-long subscription, users can also purchase a single plan or a family plan. The family plan includes up to six users on one subscription. Such payments are initially recorded to deferred revenue. The user has the ability to download limited content offline. However, as there is a significant level of integration and interdependency with the online functionality, the Company considers the service to be a single performance obligation for the online and offline content. The Company enters into arrangements with advertising networks to monetize the in-app advertising inventory. Revenue from in-app advertising placement is recognized at a point in time when the advertisement is placed and is based upon the amount received. Duolingo English Test revenue is generally recognized once the tests have gone through the proctoring process and a certification decision has been made. This process usually takes less than 48 hours after the test has been completed and uploaded. Customers have 21 days from the date of purchase to take the exam or their purchase will expire and revenue will be recognized. Virtually all customers complete their exams prior to expiration. Sometimes organizations may purchase tests in bulk via coupons with a one year expiration date. The Company will defer revenue from all tests that have neither been proctored nor expired. The Company’s users have the option to purchase consumable in-app virtual goods. The Company recognizes revenue over the period in which the user consumes the virtual good, which is generally within a month. The Company also recognizes revenue from Duo’s Taquería , a restaurant that opened during 2022, in the space adjacent to our headquarters in Pittsburgh. Revenue from Duo’s Taquería is recognized at a point in time when the sales are made. Principal Agent Considerations —The Company makes its application available to be downloaded through third-party digital distribution service providers. Users who purchase subscriptions also pay through the respective app stores. The Company evaluates the purchases via third-party payment processors to determine whether its revenues should be reported gross or net of fees retained by the payment processor. The Company is the principal in the transaction with the end user as a result of controlling, hosting, and integrating the delivery of the virtual items to the end user. The Company records revenue gross as a principal and records fees paid to third-party payment processors as Cost of revenues. Contract Balances —Deferred revenue mostly consists of payments we receive in advance of revenue recognition, and is mostly related to time-based subscriptions, which will be recognized into revenue over the course of the upcoming year (recognized over 12 months or less). Additionally, the Duolingo English Test has deferred revenue related to tests that have been purchased, but will not be recognized until the tests have been proctored. Disaggregation of Revenue In accordance with ASC 606, Revenue from Contracts with Customers , the Company disaggregates revenue from contracts with customers into revenue stream, which most closely depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. |
Cash and Cash Equivalents | Cash and Cash Equivalents—Cash consists primarily of cash on hand and bank deposits. Cash equivalents consist primarily of money market accounts with maturities of three months or less at the date of acquisition and are stated at cost, which approximates fair value. The Company maintains cash deposits with financial institutions that may exceed federally insured limits at times.The Money market funds are considered Level 1 financial assets. Level 1 financial assets use inputs that are the unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. |
Accounts Receivable | Accounts Receivable —Accounts receivables are reported on the consolidated balance sheets at the outstanding principal amount adjusted for any allowance for credit losses and any charge offs. The Company provides an allowance for credit losses to reduce trade receivables to their estimated net realizable value equal to the amount that is expected to be collected. This allowance is estimated based on historical collection experience, the aging of receivables, specific current and expected future macro-economic and market conditions, and assessments of the current creditworthiness and economic status of customers. The Company considers a receivable delinquent if it is unpaid after the term of the related invoice has expired. Balances that are still outstanding after management has used reasonable collection |
Property and Equipment | Property and Equipment —Property and equipment is stated at cost, less accumulated depreciation. Depreciation is computed on the straight-line method. Asset Class Estimated Useful Life Furniture, fixtures and equipment 5 to 7 years Leasehold improvements 4 to 6 years |
Acquisition | Acquisition —The Company uses the acquisition method of accounting for business combination transactions, and, accordingly, recognizes the fair values of assets acquired and liabilities assumed in our Consolidated Financial Statements. Transaction costs related to the acquisition of the acquired company are expensed as incurred. The allocation of fair values may be subject to adjustment after the initial allocation for up to a one-year period as more information becomes available relative to the fair values as of the acquisition date. The Consolidated Financial Statements include the results of operations of any acquired company since the acquisition date. |
Goodwill | Goodwill —The Company recognizes the excess of the purchase price over the fair value of identifiable net assets acquired at the acquisition date as goodwill. Goodwill is not amortized but is reviewed for impairment annually and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company will review goodwill for impairment annually on October 1st of each fiscal year or whenever events or changes in circumstances indicate that an impairment may exist. The Company will first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. If the fair value of the reporting unit is greater than the reporting unit’s carrying value, then the carrying value of the reporting unit is deemed to be recoverable. If the carrying value of the reporting unit is greater than the reporting unit’s fair value, goodwill is impaired and written down to the reporting unit’s fair value. |
Intangible Assets | Intangible Assets —The majority of the Company’s intangible assets is capitalized software, with minimal other intangible assets during the years ended December 31, 2022 and 2021. The Company develops software for internal use and capitalizes the software development costs incurred during the application development stage. Costs incurred prior to and after the application development stage are charged to expense. When the software is ready for its intended use, capitalization ceases and such costs are amortized on a straight-line basis over the estimated life, which is generally three years. Relatively minor upgrades, enhancements and maintenance to the platform are expensed as incurred. |
Income Taxes | Income Taxes— The Company provides for income taxes in accordance with the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities for financial reporting and for income tax reporting. The deferred tax asset or liability represents the future tax return consequences of those difference, which will either be taxable or deductible when the assets and liabilities are recovered or settled. A valuation allowance is established for any deferred tax asset for which it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized. The Company limits the deferred tax assets recognized related to certain officers’ compensation to amounts that it estimates will be deductible in future periods based upon Internal Revenue Code Section 162(m). The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with the asset and liability method. The first step is to evaluate the tax position for recognition by determining whether evidence indicates that it is more likely than not that a position will be sustained if examined by a taxing authority. The second step is to measure the tax benefit as the largest amount that is 50% likely of being realized upon settlement with a tax authority. There were no amounts recorded at December 31, 2022 and December 31, 2021 related to uncertain tax positions. |
Foreign Currency | Foreign Currency —The functional currency of the Company and its subsidiaries is the United States dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net loss for the year. The Company has not, to the date of these Consolidated Financial Statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments —The Company accounts for certain assets and liabilities at fair value in accordance with the accounting guidance applicable to fair value measurements and disclosures. The carrying values of cash, cash equivalents, accounts receivable, accounts payable, and accrued expenses are deemed to be reasonable estimates of their fair values because of their short-term nature. |
Research and Development Costs | Research and Development Costs—Research and development expenses are incurred as the Company maintains and enhances its software and evaluates and develops other potential applications. Such expenses include compensation of engineering, product design and testing personnel, including stock-based compensation, materials, travel and direct costs associated with the design and required testing of our platform and depreciation of certain property and equipment. |
Sales and Marketing | Sales and Marketing—Sales and marketing expenses are expensed as incurred and consists primarily of brand advertising, marketing, digital and social media spend, field marketing, travel, trade show sponsorships and events, conferences and other employee related compensation, including stock-based compensation for personnel engaged in sales and marketing functions, amortization of non-revenue generating capitalized software used to promote Duolingo, and depreciation of certain property and equipment. |
General and Administrative | General and Administrative—General and administrative expense primarily consists of employee related compensation (including stock-based compensation) for management and administrative functions, including our finance and accounting, legal, and people teams. General and administrative expense also includes certain professional services fees, general corporate and director and officer insurance, facilities costs, and other general overhead costs that support our operations, and depreciation of certain property and equipment. |
Contributors | Contributors— On March 10, 2021, the Company announced that it was ending its non-employee volunteer program, which began in 2013 to build and improve language courses. As part of this change, those contributors who participated in the program became eligible to receive a one-time award, up to an aggregate amount of approximately $4,220, including fees paid to process payments of approximately $526. The Company accounted for this under Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) 958-720, Not-For-Profit Entities - Other Expenses and ASC 720-25, Contributions Made |
Concentration of Credit Risk | Concentration of Credit Risk —The Company’s concentration of credit risk relates to financial institutions holding the Company’s cash and cash equivalents and platforms with significant accounts receivable balances and revenue transactions. The Company maintains cash deposits with financial institutions that may exceed federally insured limits at times. Management believes that the financial institutions that hold the Company’s deposits are financially credit worthy and, accordingly, minimal credit risk exists with respect to those balances. |
Stock-Based Compensation | Stock-Based Compensation —The Company accounts for equity-based compensation using the fair value method as set forth in the ASC 718, Compensation—Stock Compensation , which requires the measurement and recognition of compensation expense for all stock-based payment awards based on estimated fair values. This method requires companies to estimate the fair value of stock-based compensation on the date of grant using an option pricing model. The Company estimates the fair value of each equity-based payment award on the date of grant using the Black-Scholes pricing model. The Black-Scholes model determines the fair value of equity-based payment awards based on the fair value of the underlying common stock on the date of grant and requires the use of estimates and assumptions, including the fair value of the Company’s common stock, exercise price of the stock option, expected volatility, expected life, risk-free interest rate and dividend rate. The Company estimates the expected volatility of its stock options by taking the average historical volatility of a group of comparable publicly traded companies over a period equal to the expected life of the options; it is not practical for the Company to estimate its own volatility due to the lack of historical prices. The expected term of the options is determined in accordance with existing equity agreements as the underlying options are assumed to be exercised upon the passage of time. The risk-free interest rate is the estimated average interest rate based on US Treasury zero-coupon notes with terms consistent with the expected life of the awards. The expected dividend yield is zero as the Company does not anticipate paying any recurring cash dividends in the foreseeable future. The Company accounts for forfeitures as they occur. Restricted Stock Units (RSUs) The Company began to grant RSUs in November 2020. The fair value of RSUs is estimated based on the fair value of the Company’s common stock on the date of grant. Each RSU award granted prior to the IPO vests based upon the satisfaction, during the term of the RSUs, of two requirements: length of service and a liquidity event defined as a change in control or a qualified IPO. The service-based vesting condition for the majority of these awards is satisfied over four years. The liquidity-based vesting condition is satisfied upon the occurrence of a qualifying liquidity event. The Company measures and recognizes compensation expense for all stock-based awards based on the estimated fair value of the award. Prior to July 30, 2021, no stock-based compensation expense had been recognized for RSUs because the liquidity-based vesting condition had not been probable of being satisfied. Upon the IPO, the liquidity-based vesting condition was satisfied and $2,035 of stock-based compensation expense was recognized related to these awards during the year ended December 31, 2021. Of that amount, $1,332, $210 and $493 was included within Research and development, Sales and marketing and General and administrative, respectively, in the Consolidated Statement of Operations and Comprehensive Loss. Performance-based RSUs |
Contingencies | Contingencies —The Company records accruals for contingencies and legal proceedings expected to be incurred in connection with a loss contingency when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss, would be disclosed. |
Segment | Segment —The Company operates as a single operating segment. The chief operating decision maker of the Company is its Chief Executive Officer, who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis, accompanied by disaggregated information of our revenue. Accordingly, the Company has determined that it has a single reportable segment and operating segment structure, and operates as one reporting unit. |
Leases | Leases —The Company accounts for leases in accordance with ASC 842, Leases , which requires virtually all leases, other than leases that meet the definition of a short-term lease, to be recorded on the balance |
Impairment of long-lived assets | Impairment of long-lived assets— The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the estimated undiscounted future cash flows expected to result from the use and eventual disposition of an asset is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of an impairment loss is based on the fair value of the asset. |
Recently Issued Pronouncements Not Yet Adopted and Recently Adopted Accounting Pronouncements | Recently Issued Pronouncements Not Yet Adopted There are no recently issued accounting pronouncements that the Company has not yet adopted that they believe are applicable or would have a material impact on the financial statements of the Company. Recently Adopted Accounting Pronouncements There are no recently adopted accounting pronouncements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table shows the breakout between cash and money market funds. December 31, December 31, Cash $ 91,189 $ 44,165 Money market funds 516,991 509,757 Total $ 608,180 $ 553,922 |
Property, Plant and Equipment | Asset Class Estimated Useful Life Furniture, fixtures and equipment 5 to 7 years Leasehold improvements 4 to 6 years Property and equipment consists of the following as of December 31, 2022 and December 31, 2021: 2022 2021 Leasehold improvements $ 15,983 $ 10,258 Furniture, fixtures and equipment 5,204 3,053 Total property and equipment 21,187 13,311 Less: accumulated depreciation (8,218) (5,100) Total property and equipment, net $ 12,969 $ 8,211 Year Ended December 31, (In thousands) 2022 2021 2020 Research and development $ 1,500 $ 260 $ — Sales and marketing 190 32 — General and administrative 1,428 1,741 1,624 Total $ 3,118 $ 2,033 $ 1,624 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Sources and Streams | Year Ended December 31, 2022 2021 2020 Revenues: Subscription $ 273,507 $ 180,698 $ 117,501 Advertising 44,731 38,501 27,043 Duolingo English Test 32,718 24,658 15,155 Other (1) 18,539 6,915 1,997 Total revenues $ 369,495 $ 250,772 $ 161,696 ________________ (1) Other revenue is mainly comprised of in-app purchases of virtual goods. |
Schedule of Revenue by Geographic Areas | Information regarding geography of revenues is based upon the location where the users are located or, in the case of the Duolingo English Test, where the tests are taken: Year Ended December 31, 2022 2021 2020 United States $ 168,320 $ 109,163 $ 70,978 United Kingdom 31,539 25,163 15,245 Rest of World 169,636 116,446 75,473 Total $ 369,495 $ 250,772 $ 161,696 |
Schedule of Deferred Revenues | Changes in deferred revenues were as follows: Year Ended December 31, 2022 2021 Beginning balance—January 1 $ 98,267 $ 54,792 Amount from beginning balance recognized into revenue (98,267) (54,792) Recognition of deferred revenue (199,130) (139,371) Deferral of revenue 356,680 237,638 Ending balance—December 31 $ 157,550 $ 98,267 |
PROPERTY and EQUIPMENT, net (Ta
PROPERTY and EQUIPMENT, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Asset Class Estimated Useful Life Furniture, fixtures and equipment 5 to 7 years Leasehold improvements 4 to 6 years Property and equipment consists of the following as of December 31, 2022 and December 31, 2021: 2022 2021 Leasehold improvements $ 15,983 $ 10,258 Furniture, fixtures and equipment 5,204 3,053 Total property and equipment 21,187 13,311 Less: accumulated depreciation (8,218) (5,100) Total property and equipment, net $ 12,969 $ 8,211 Year Ended December 31, (In thousands) 2022 2021 2020 Research and development $ 1,500 $ 260 $ — Sales and marketing 190 32 — General and administrative 1,428 1,741 1,624 Total $ 3,118 $ 2,033 $ 1,624 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist mostly of capitalized software, with $18 and $0 of other intangible assets as of December 31, 2022 and December 31, 2021, respectively. 2022 2021 Intangible assets $ 16,827 $ 11,144 Less: accumulated amortization (8,330) (6,578) Intangible assets, net $ 8,497 $ 4,566 |
Finite-lived Intangible Assets Amortization Expense | Amortization expense is included within the following financial statement line items within the Company’s Consolidated Financial Statements. Year Ended December 31, (In thousands) 2022 2021 2020 Cost of revenues $ 870 $ — $ 86 Sales and marketing 882 693 546 Total $ 1,752 $ 693 $ 632 |
Schedule of Goodwill | Changes in the carrying amount of goodwill are as follows: (in thousands) Amount Balance as of December 31, 2021 $ — Acquisition 4,050 Balance as of December 31, 2022 $ 4,050 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Components of Lease Cost | The following represents the components of lease cost for the years ended December 31, 2022, 2021 and 2020 along with supplemental disclosures of cash flow information, lease term and discount rate: Year Ended December 31, 2022 2021 2020 Operating lease cost $ 7,076 $ 1,919 $ 1,721 Short term lease cost 125 1,266 317 Variable lease cost 63 28 — Total lease cost $ 7,264 $ 3,213 $ 2,038 Cash paid for amounts included in the measurement of lease liabilities $ 5,168 $ 1,819 $ — Right-of-use assets obtained in exchange for new operating lease liabilities $ 909 $ 22,274 $ — Right of use assets disposed or adjusted, modifying operating leases liabilities $ (1,586) $ (235) $ — Gain from termination of leases $ — $ 31 $ — Weighted-average remaining lease term 9 years 9 years 8 years, 11 months Weighted-average discount rate 6.92 % 5.77 % 6.70 % |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table reconciles future minimum undiscounted rental commitments for operating leases to operating lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2022: Fiscal year 2023 $ 6,719 2024 4,702 2025 3,239 2026 3,310 2027 3,371 Thereafter 18,834 Total undiscounted lease payments $ 40,175 Present value adjustment (11,769) Operating lease liabilities $ 28,406 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | For the years ended December 31, 2022, 2021 and 2020 the Company recognized the following provision for income taxes: Year Ended December 31, 2022 2021 2020 Current: Federal $ 302 $ — $ — State 327 80 42 Foreign 524 97 26 Total $ 1,153 $ 177 $ 68 Deferred: Federal $ — $ — $ — State — — — Foreign (215) — — Total $ (215) $ — $ — Total provision for income taxes $ 938 $ 177 $ 68 |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes differs from the amounts computed by applying the federal statutory rate as follows for the years ended December 31, 2022, 2021 and 2020: 2022 2021 2020 Federal statutory rate 21.0 % 21.0 % 21.0 % State taxes 6.7 6.5 1.8 Section 162(m) limitation (15.2) (13.5) — Equity compensation 28.4 53.8 (18.4) Other permanent adjustments (0.9) (0.5) (1.8) Research and development credit 11.7 15.9 10.2 Valuation allowance (53.3) (83.5) (13.2) Effective income tax rate (1.6) % (0.3) % (0.4) % |
Schedule of Deferred Tax Assets and Liabilities | The Company has the following deferred tax assets (liabilities) as of December 31, 2022 and 2021: 2022 2021 Net operating loss carryforwards $ 42,861 $ 61,605 Equity compensation 3,605 1,881 Research and development credits 22,386 14,480 Lease liability 6,487 7,335 Section 174 research and development capitalization 42,429 — Marketing and advertising 633 — Sales tax / Value added tax ("VAT") reserve 210 277 Other deferred tax assets 140 56 Valuation allowance (108,504) (76,293) Total deferred tax assets 10,247 9,341 ROU asset (5,122) (6,389) Property and equipment (2,569) (1,894) Capitalized software (1,913) (1,057) Other deferred tax liabilities (10) (1) Total deferred tax liabilities (9,614) (9,341) Net deferred taxes $ 633 $ — |
Summary of Valuation Allowance | The following table represents the activity in our valuation allowance for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 2021 Beginning balance—January 1 $ (76,293) $ (26,236) Valuation allowances established (32,211) (50,057) Release of valuation allowances — — Ending balance—December 31 $ (108,504) $ (76,293) |
CONVERTIBLE PREFERRED STOCK (Ta
CONVERTIBLE PREFERRED STOCK (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Temporary Equity | The following table summarizes the convertible preferred stock outstanding immediately prior to the conversion into common stock and as of December 31, 2020: Shares Series Authorized Outstanding Per share price Aggregate liquidation preference Funds received Fees incurred Carrying value of convertible preferred stock A 3,865 3,865 $ 0.85 $ 3,300 $ 3,300 $ 52 $ 3,248 B 6,298 6,298 2.38 $ 15,000 $ 15,000 $ 60 $ 14,940 C 2,948 2,948 6.78 $ 20,000 $ 20,000 $ 112 $ 19,888 D 3,154 3,154 14.27 $ 45,000 $ 45,000 $ 146 $ 44,853 E 1,224 1,224 20.43 $ 25,000 $ 25,000 $ 92 $ 24,909 F 758 758 39.57 $ 30,000 $ 30,000 $ 153 $ 29,848 G 241 241 41.38 $ 10,000 $ 10,000 $ 24 $ 9,976 H 586 586 59.77 $ 35,000 $ 35,000 $ 52 $ 34,947 Total 19,074 19,074 $ 183,300 $ 183,300 $ 691 $ 182,609 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Share-based Payment Arrangement, Option, Activity | A summary of stock option activity under the Plans was as follows: Number of Weighted- Weighted- average remaining contractual life (years) Aggregate intrinsic value Options outstanding at January 1, 2022 6,255 $ 12.53 6.92 $ 585,339 Granted (1) — Exercised (1,739) 8.47 Repurchased — Forfeited and expired (106) 16.47 Options outstanding at December 31, 2022 4,410 $ 14.04 6.25 $ 251,832 Options exercisable at December 31, 2022 3,689 $ 13.08 6.03 $ 214,131 ________________ (1) There were no stock options granted during the year ended December 31, 2022 |
Share-based Payment Arrangement, Option, Valuation Assumptions | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: 2022 2021 2020 Risk-free interest rate n/a 1.04 – 1.14% 0.32 – 0.68% Expected life n/a 5.90 years 6.01 years Expected volatility n/a 48.90 – 49.12% 45.50 – 49.38% Dividend yield n/a —% —% Fair value of common stock n/a $38.08 – $52.80 $14.42 – $38.08 |
Share-based Payment Arrangement, RSU, Activity | Restricted stock units Weighted- Outstanding at January 1, 2022 730 $ 77.09 Granted 1,755 88.56 Released (350) 82.26 Forfeited (99) 84.30 Outstanding at December 31, 2022 2,036 $ 85.74 |
Share-based Payment Arrangement, Payment Award | Tranche Company Stock Price Hurdle Number of RSUs Eligible to Vest 1 $ 127.50 90 2 $ 153.00 90 3 $ 178.50 90 4 $ 204.00 180 5 $ 255.00 180 6 $ 306.00 180 7 $ 357.00 180 8 $ 408.00 180 9 $ 612.00 270 10 $ 816.00 360 Input Assumption Valuation Date June 28, 2021 Risk-free interest rate 1.48% Expected life 9.98 Expected volatility 51.67% Dividend yield 0.00% Fair value of common stock $95.00 |
Share-based Payment Arrangement, Expensed, Amount | Stock based compensation expense is included in the Consolidated Statements of Operations and Comprehensive Loss as shown in the following table: Year Ended December 31, 2022 2021 2020 Cost of revenues $ 38 $ 8 $ 6 Research and development 26,373 9,298 2,773 Sales and marketing 2,540 881 348 General and administrative 44,869 30,617 13,904 Total $ 73,820 $ 40,804 $ 17,031 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, December 31, 2021 Obligations under current leases $ 4,903 $ 3,336 Employee-related costs 4,233 2,075 Marketing related accruals 3,464 1,078 Sales and VAT tax accrual 2,396 2,319 Other 6,974 4,125 Total $ 21,970 $ 12,933 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The diluted net loss per share attributable to common stockholders is calculated by giving effect to all potential dilutive common stock equivalents outstanding for the period. Year Ended December 31, (In thousands, except per share data) 2022 2021 2020 Numerator: Net loss attributable to Class A and Class B common stockholders $ (59,574) $ (60,135) (15,776) Denominator: Weighted-average shares in computing net loss per share attributable to Class A and Class B common stockholders, basic and diluted 39,470 23,433 12,735 Basic loss per common share $ (1.51) $ (2.57) $ (1.24) Diluted loss per common share $ (1.51) $ (2.57) $ (1.24) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have been antidilutive are as follows: Year Ended December 31, (in thousands) 2022 2021 2020 Convertible preferred stock — — 19,074 Founder awards where performance has been met 180 180 — Stock options outstanding (1) 4,410 6,255 8,365 RSUs outstanding (1) 2,036 730 34 Total 6,626 7,165 27,473 ________________ (1) Prior year amounts were adjusted in the current year table to include unvested options and RSUs |
DESCRIPTION OF THE BUSINESS A_2
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Jul. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) language shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Jul. 29, 2021 USD ($) | Jul. 15, 2021 shares | |
Business And Organization [Line Items] | ||||||
Issuance of common stock in connection with the initial public offering, net of underwriting discounts and issuance costs | $ | $ 455,532 | $ 0 | $ 426,191 | $ 0 | ||
Common stock carrying value | $ | $ 4 | $ 4 | ||||
Number of languages, more than | language | 40 | |||||
Common Class A | ||||||
Business And Organization [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 31,899,000 | 16,645,000 | ||||
Common Class A | IPO | ||||||
Business And Organization [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 5,872,000 | |||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 102 | |||||
Common Class A | IPO | Stockholders | ||||||
Business And Organization [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,406,000 | |||||
Common Class A | IPO | Duolingo | ||||||
Business And Organization [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 4,466,000 | |||||
Common Class A | Over-Allotment Option | ||||||
Business And Organization [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 766,000 | |||||
Common Class B | ||||||
Business And Organization [Line Items] | ||||||
Conversion ratio | 1 | |||||
Common stock carrying value | $ | $ 182,609 | |||||
Common stock, shares outstanding (in shares) | 8,462,000 | 21,627 | ||||
Common Class B | Founders | ||||||
Business And Organization [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 6,930,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 608,180 | $ 553,922 |
Cash | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 91,189 | 44,165 |
Money market funds | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 516,991 | $ 509,757 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) shares in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jul. 30, 2021 USD ($) | Mar. 10, 2021 USD ($) | Jun. 30, 2021 shares | Mar. 31, 2022 | Dec. 31, 2022 USD ($) tranche reporting_unit shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Concentration Risk [Line Items] | |||||||
Number of days to take exam | 21 days | ||||||
Advertising costs | $ 48,111,000 | $ 42,964,000 | $ 27,352,000 | ||||
Volunteer program, one-time payment to contributors | $ 4,220,000 | ||||||
Volunteer program, fees paid | $ 526,000 | ||||||
Compensation expense | $ 73,820,000 | 40,804,000 | 17,031,000 | ||||
Number of reporting units | reporting_unit | 1 | ||||||
Impairment | $ 0 | 0 | 0 | ||||
Research and development | |||||||
Concentration Risk [Line Items] | |||||||
Compensation expense | 26,373,000 | 9,298,000 | 2,773,000 | ||||
Sales and marketing | |||||||
Concentration Risk [Line Items] | |||||||
Compensation expense | 2,540,000 | 881,000 | 348,000 | ||||
General and administrative | |||||||
Concentration Risk [Line Items] | |||||||
Compensation expense | $ 44,869,000 | 30,617,000 | $ 13,904,000 | ||||
RSUs outstanding | |||||||
Concentration Risk [Line Items] | |||||||
Number of vesting requirements | tranche | 2 | ||||||
Vesting period (in years) | 4 years | ||||||
Compensation expense | $ 2,035,000 | 2,035,000 | |||||
Equity instruments other than options, grants in period (in shares) | shares | 1,755 | ||||||
RSUs outstanding | Research and development | |||||||
Concentration Risk [Line Items] | |||||||
Compensation expense | 1,332,000 | ||||||
RSUs outstanding | Sales and marketing | |||||||
Concentration Risk [Line Items] | |||||||
Compensation expense | 210,000 | ||||||
RSUs outstanding | General and administrative | |||||||
Concentration Risk [Line Items] | |||||||
Compensation expense | 493,000 | ||||||
Founder awards where performance has been met | 1 | |||||||
Concentration Risk [Line Items] | |||||||
Compensation expense | $ 30,997,000 | $ 16,463,000 | |||||
Founder awards where performance has been met | Founders | |||||||
Concentration Risk [Line Items] | |||||||
Equity instruments other than options, grants in period (in shares) | shares | 1,800 | ||||||
Number of tranches | tranche | 10 | ||||||
Capitalized Software | |||||||
Concentration Risk [Line Items] | |||||||
Estimated useful life (in years) | 3 years | ||||||
Accounts Receivable | Customer Concentration Risk | Apple | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 51.10% | 56.20% | |||||
Accounts Receivable | Customer Concentration Risk | Google | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 27.90% | 27.50% | |||||
Accounts Receivable | Customer Concentration Risk | Stripe | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 10.10% | ||||||
Revenue Benchmark | Customer Concentration Risk | Apple | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 54.20% | 50.50% | 51.30% | ||||
Revenue Benchmark | Customer Concentration Risk | Google | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 28.10% | 29% | 26.90% | ||||
Revenue Benchmark | Customer Concentration Risk | Stripe | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk, percentage | 10.10% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Useful Life (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture, fixtures and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 5 years |
Furniture, fixtures and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 7 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 4 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life (in years) | 6 years |
ACQUISITION (Details)
ACQUISITION (Details) $ in Thousands | 12 Months Ended | |
Oct. 03, 2022 USD ($) employee term | Dec. 31, 2022 USD ($) | |
Asset Acquisition [Line Items] | ||
Sublease term (in months) | 68 months | |
Sublease payments to be received | $ 358 | |
Total undiscounted lease payments | 40,175 | |
Office space | ||
Asset Acquisition [Line Items] | ||
Lessee, operating lease, term of contract (in months) | 68 months | |
Total undiscounted lease payments | $ 750 | |
Office space | Office Lease, Five Year Renewal Term | ||
Asset Acquisition [Line Items] | ||
Number of extension options | term | 1 | |
Option to extend (in years) | 5 years | |
Office space | Office Lease, Four Year Renewal Term | ||
Asset Acquisition [Line Items] | ||
Number of extension options | term | 1 | |
Option to extend (in years) | 4 years | |
Gunner Made LLC | ||
Asset Acquisition [Line Items] | ||
Number of design team members | employee | 15 | |
Asset acquisition, consideration transferred | $ 4,500 | |
Cash paid in asset acquisition | 4,000 | |
Asset acquisition, amount held back until one year of continued service | $ 450 | |
Continued service period (in years) | 1 year | |
Acquisition costs | $ 50 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2022 sourceOfRevenue user | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Number of sources of revenue | sourceOfRevenue | 3 | ||
Number of users | user | 6 | ||
Number of hours to make certification decision | 48 hours | ||
Number of days to take exam | 21 days | ||
Expiration period to take exams | 1 year | ||
United States | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 46% | 44% | 44% |
United Kingdom | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 9% | 10% | 9% |
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Subscription period | 6 months | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Subscription period | 1 year |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | $ 369,495 | $ 250,772 | $ 161,696 |
Transferred over Time | Subscription | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 273,507 | 180,698 | 117,501 |
Transferred over Time | Advertising | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 44,731 | 38,501 | 27,043 |
Transferred over Time | Duolingo English Test | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | 32,718 | 24,658 | 15,155 |
Transferred over Time | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer, excluding assessed tax | $ 18,539 | $ 6,915 | $ 1,997 |
REVENUE - Revenue by Geographic
REVENUE - Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 369,495 | $ 250,772 | $ 161,696 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 168,320 | 109,163 | 70,978 |
United Kingdom | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 31,539 | 25,163 | 15,245 |
Rest of World | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 169,636 | $ 116,446 | $ 75,473 |
REVENUE - Deferred Revenue Roll
REVENUE - Deferred Revenue Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer, Liability [Roll Forward] | ||
Beginning balance | $ 98,267 | $ 54,792 |
Amount from beginning balance recognized into revenue | (98,267) | (54,792) |
Recognition of deferred revenue | (199,130) | (139,371) |
Deferral of revenue | 356,680 | 237,638 |
Ending balance | $ 157,550 | $ 98,267 |
PROPERTY and EQUIPMENT, net - S
PROPERTY and EQUIPMENT, net - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 21,187 | $ 13,311 |
Less: accumulated depreciation | (8,218) | (5,100) |
Total property and equipment, net | 12,969 | 8,211 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 15,983 | 10,258 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 5,204 | $ 3,053 |
PROPERTY and EQUIPMENT, net - N
PROPERTY and EQUIPMENT, net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 3,118 | $ 2,033 | $ 1,624 |
PROPERTY and EQUIPMENT, net -_2
PROPERTY and EQUIPMENT, net - Summary of Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Total | $ 3,118 | $ 2,033 | $ 1,624 |
Research and development | |||
Property, Plant and Equipment [Line Items] | |||
Total | 1,500 | 260 | 0 |
Sales and marketing | |||
Property, Plant and Equipment [Line Items] | |||
Total | 190 | 32 | 0 |
General and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 1,428 | $ 1,741 | $ 1,624 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Capitalized Software (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets | $ 16,827 | $ 11,144 |
Less: accumulated amortization | (8,330) | (6,578) |
Intangible assets, net | $ 8,497 | $ 4,566 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Other intangible assets | $ 18,000 | $ 0 | |
Capitalized software development costs | 5,665,000 | 2,963,000 | |
Amortization of capitalized computer software | 1,752,000 | $ 693,000 | $ 632,000 |
Goodwill, tax deductible amount | $ 3,983,000 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Schedule of Capitalized Software Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of capitalized computer software | $ 1,752 | $ 693 | $ 632 |
Cost of revenues | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of capitalized computer software | 870 | 0 | 86 |
Sales and marketing | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of capitalized computer software | $ 882 | $ 693 | $ 546 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2021 | $ 0 |
Acquisition | 4,050 |
Balance as of December 31, 2022 | $ 4,050 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Renewal term (in years) | 5 years | |
Obligations under current leases | $ 4,903 | $ 3,336 |
Operating lease, liability, current, statement of financial position, [extensible enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Operating lease liability, noncurrent | $ 23,503 | $ 29,124 |
Obligation | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liability, noncurrent | $ 23,503 | $ 29,124 |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 7,076 | $ 1,919 | $ 1,721 |
Short term lease cost | 125 | 1,266 | 317 |
Variable lease cost | 63 | 28 | 0 |
Total lease cost | 7,264 | 3,213 | 2,038 |
Cash paid for amounts included in the measurement of lease liabilities | 5,168 | 1,819 | 0 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 909 | 22,274 | 0 |
Right of use assets disposed or adjusted, modifying operating leases liabilities | (1,586) | (235) | 0 |
Gain from termination of leases | $ 0 | $ 31 | $ 0 |
Weighted-average remaining lease term | 9 years | 9 years | 8 years 11 months |
Weighted-average discount rate | 6.92% | 5.77% | 6.70% |
LEASES - Future Minimum Rental
LEASES - Future Minimum Rental Payment (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 6,719 |
2024 | 4,702 |
2025 | 3,239 |
2026 | 3,310 |
2027 | 3,371 |
Thereafter | 18,834 |
Total undiscounted lease payments | 40,175 |
Present value adjustment | (11,769) |
Operating lease liabilities | $ 28,406 |
INCOME TAXES - Provision of Inc
INCOME TAXES - Provision of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 302 | $ 0 | $ 0 |
State | 327 | 80 | 42 |
Foreign | 524 | 97 | 26 |
Total | 1,153 | 177 | 68 |
Deferred: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | (215) | 0 | 0 |
Total | (215) | 0 | 0 |
Provision for income taxes | $ 938 | $ 177 | $ 68 |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
State taxes | 6.70% | 6.50% | 1.80% |
Section 162(m) limitation | (15.20%) | (13.50%) | 0% |
Equity compensation | 28.40% | 53.80% | (18.40%) |
Other permanent adjustments | (0.90%) | (0.50%) | (1.80%) |
Research and development credit | 11.70% | 15.90% | 10.20% |
Valuation allowance | (53.30%) | (83.50%) | (13.20%) |
Effective income tax rate | (1.60%) | (0.30%) | (0.40%) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryforwards | $ 42,861 | $ 61,605 | |
Equity compensation | 3,605 | 1,881 | |
Research and development credits | 22,386 | 14,480 | |
Lease liability | 6,487 | 7,335 | |
Section 174 research and development capitalization | 42,429 | 0 | |
Marketing and advertising | 633 | 0 | |
Sales tax / Value added tax ("VAT") reserve | 210 | 277 | |
Other deferred tax assets | 140 | 56 | |
Valuation allowance | (108,504) | (76,293) | $ (26,236) |
Total deferred tax assets | 10,247 | 9,341 | |
ROU asset | (5,122) | (6,389) | |
Property and equipment | (2,569) | (1,894) | |
Capitalized software | (1,913) | (1,057) | |
Other deferred tax liabilities | (10) | (1) | |
Total deferred tax liabilities | (9,614) | (9,341) | |
Net deferred taxes | $ 633 | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Decrease in valuation allowance | $ 32,211,000 | ||
Unrecognized tax benefits | 0 | $ 0 | $ 0 |
General Business Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Business credits | 22,387,000 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 172,046,000 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 86,164,000 |
INCOME TAXES - Valuation Allowa
INCOME TAXES - Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ (76,293) | $ (26,236) |
Valuation allowances established | (32,211) | (50,057) |
Release of valuation allowances | 0 | 0 |
Ending balance | $ (108,504) | $ (76,293) |
CONVERTIBLE PREFERRED STOCK - S
CONVERTIBLE PREFERRED STOCK - Schedule of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 29, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | |||||
Authorized (in shares) | 19,074 | 19,074 | |||
Outstanding (in shares) | 0 | 0 | 19,074 | 19,074 | 18,247 |
Aggregate liquidation preference | $ 183,300 | $ 183,300 | |||
Funds received | 183,300 | 183,300 | |||
Fees incurred | 691 | 691 | |||
Carrying value of convertible preferred stock | $ 0 | $ 0 | $ 182,609 | $ 182,609 | $ 137,686 |
A | |||||
Temporary Equity [Line Items] | |||||
Authorized (in shares) | 3,865 | 3,865 | |||
Outstanding (in shares) | 3,865 | 3,865 | |||
Per share price at issuance (in usd per share) | $ 0.85 | $ 0.85 | |||
Aggregate liquidation preference | $ 3,300 | $ 3,300 | |||
Funds received | 3,300 | 3,300 | |||
Fees incurred | 52 | 52 | |||
Carrying value of convertible preferred stock | $ 3,248 | $ 3,248 | |||
B | |||||
Temporary Equity [Line Items] | |||||
Authorized (in shares) | 6,298 | 6,298 | |||
Outstanding (in shares) | 6,298 | 6,298 | |||
Per share price at issuance (in usd per share) | $ 2.38 | $ 2.38 | |||
Aggregate liquidation preference | $ 15,000 | $ 15,000 | |||
Funds received | 15,000 | 15,000 | |||
Fees incurred | 60 | 60 | |||
Carrying value of convertible preferred stock | $ 14,940 | $ 14,940 | |||
C | |||||
Temporary Equity [Line Items] | |||||
Authorized (in shares) | 2,948 | 2,948 | |||
Outstanding (in shares) | 2,948 | 2,948 | |||
Per share price at issuance (in usd per share) | $ 6.78 | $ 6.78 | |||
Aggregate liquidation preference | $ 20,000 | $ 20,000 | |||
Funds received | 20,000 | 20,000 | |||
Fees incurred | 112 | 112 | |||
Carrying value of convertible preferred stock | $ 19,888 | $ 19,888 | |||
D | |||||
Temporary Equity [Line Items] | |||||
Authorized (in shares) | 3,154 | 3,154 | |||
Outstanding (in shares) | 3,154 | 3,154 | |||
Per share price at issuance (in usd per share) | $ 14.27 | $ 14.27 | |||
Aggregate liquidation preference | $ 45,000 | $ 45,000 | |||
Funds received | 45,000 | 45,000 | |||
Fees incurred | 146 | 146 | |||
Carrying value of convertible preferred stock | $ 44,853 | $ 44,853 | |||
E | |||||
Temporary Equity [Line Items] | |||||
Authorized (in shares) | 1,224 | 1,224 | |||
Outstanding (in shares) | 1,224 | 1,224 | |||
Per share price at issuance (in usd per share) | $ 20.43 | $ 20.43 | |||
Aggregate liquidation preference | $ 25,000 | $ 25,000 | |||
Funds received | 25,000 | 25,000 | |||
Fees incurred | 92 | 92 | |||
Carrying value of convertible preferred stock | $ 24,909 | $ 24,909 | |||
F | |||||
Temporary Equity [Line Items] | |||||
Authorized (in shares) | 758 | 758 | |||
Outstanding (in shares) | 758 | 758 | |||
Per share price at issuance (in usd per share) | $ 39.57 | $ 39.57 | |||
Aggregate liquidation preference | $ 30,000 | $ 30,000 | |||
Funds received | 30,000 | 30,000 | |||
Fees incurred | 153 | 153 | |||
Carrying value of convertible preferred stock | $ 29,848 | $ 29,848 | |||
G | |||||
Temporary Equity [Line Items] | |||||
Authorized (in shares) | 241 | 241 | |||
Outstanding (in shares) | 241 | 241 | |||
Per share price at issuance (in usd per share) | $ 41.38 | $ 41.38 | |||
Aggregate liquidation preference | $ 10,000 | $ 10,000 | |||
Funds received | 10,000 | 10,000 | |||
Fees incurred | 24 | 24 | |||
Carrying value of convertible preferred stock | $ 9,976 | $ 9,976 | |||
H | |||||
Temporary Equity [Line Items] | |||||
Authorized (in shares) | 586 | 586 | |||
Outstanding (in shares) | 586 | 586 | |||
Per share price at issuance (in usd per share) | $ 59.77 | $ 59.77 | |||
Aggregate liquidation preference | $ 35,000 | $ 35,000 | |||
Funds received | 35,000 | 35,000 | |||
Fees incurred | 52 | 52 | |||
Carrying value of convertible preferred stock | $ 34,947 | $ 34,947 |
CONVERTIBLE PREFERRED STOCK - N
CONVERTIBLE PREFERRED STOCK - Narrative (Details) shares in Thousands, $ in Thousands | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 29, 2021 USD ($) shares |
Temporary Equity [Line Items] | |||
Common stock carrying value | $ 4 | $ 4 | |
Common Class B | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, shares issued upon conversion (in shares) | shares | 19,074 | ||
Conversion ratio | 1 | ||
Common stock carrying value | $ 182,609 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jan. 01, 2023 shares | Jan. 01, 2022 shares | Jul. 30, 2021 USD ($) $ / shares | Jun. 30, 2021 shares | Feb. 28, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) tranche day $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 26, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate intrinsic value, exercised | $ 140,884 | $ 194,513 | $ 6,058 | ||||||
Compensation expense | 73,820 | 40,804 | 17,031 | ||||||
Unrecognized compensation cost, options | 5,663 | ||||||||
Unrecognized compensation cost | $ 169,387 | ||||||||
Closing trading price, specified calendar | day | 60 | ||||||||
Fair market value of share price (in usd per share) | $ / shares | $ 38.08 | ||||||||
Payments for repurchase of stock options | $ 0 | 7,335 | $ 0 | ||||||
Options repurchased | (7,335) | ||||||||
Common stock repurchased and retired | 868 | ||||||||
Additional Paid-In Capital | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options repurchased | (7,335) | ||||||||
Common stock repurchased and retired | 868 | ||||||||
Tender Offer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation expense | $ 5,275 | ||||||||
Sale Of Stock, Percentage Sold, Maximum | 0.10 | ||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 59.77 | ||||||||
Payments for repurchase of stock options | $ 13,479 | ||||||||
Stock returned during the period (in shares) | shares | 220 | ||||||||
Common stock repurchased and retired (in shares) | shares | 23 | ||||||||
Common stock repurchased and retired | $ 868 | ||||||||
Tender Offer | Additional Paid-In Capital | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options repurchased | $ 7,335 | ||||||||
Common Class A | IPO | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 102 | ||||||||
Stock options outstanding | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation cost, weighted-average period of recognition (in years) | 1 year | ||||||||
Number of options available for grant (in shares) | shares | 8,117 | ||||||||
RSUs outstanding | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period (in years) | 4 years | ||||||||
Compensation expense | $ 2,035 | 2,035 | |||||||
Unrecognized compensation cost, weighted-average period of recognition (in years) | 3 years | ||||||||
Unrecognized compensation expense, excluding options | $ 163,724 | ||||||||
Equity instruments other than options, grants in period (in shares) | shares | 1,755 | ||||||||
Performance Based RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense, excluding options | $ 63,357 | ||||||||
Performance Based RSUs | Share-Based Payment Arrangement, Founders | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted average grant date fair value (in usd per share) | $ / shares | $ 61.56 | ||||||||
Performance Based RSUs | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award service period | 3 years 6 months 29 days | ||||||||
Performance Based RSUs | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award service period | 5 years 11 months 1 day | ||||||||
Performance Based RSUs | Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation expense | $ 30,997 | 16,463 | |||||||
Performance Based RSUs | Tranche One | IPO | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation expense | $ 5,574 | ||||||||
Performance Based RSUs | Founders | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense, excluding options | $ 110,817 | ||||||||
Equity instruments other than options, grants in period (in shares) | shares | 1,800 | ||||||||
Settlement period after vesting | 1 year | ||||||||
Award vesting percentage | 25% | ||||||||
Number of tranches | tranche | 10 | ||||||||
Award service period | 10 years | ||||||||
Performance Based RSUs | Founders | Tranche One and Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of tranches | tranche | 2 | ||||||||
2021 Plan | Common Class A | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock reserved for future issuance (in shares) | shares | 1,913 | 7,946 | |||||||
Share-based compensation, shares outstanding increase, maximum amount (in percent) | 5% | ||||||||
2021 Plan | Common Class A | Subsequent Event | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Additional shares authorized (in shares) | shares | 2,018 | ||||||||
Employee Stock Purchase Plan | Common Class A | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock reserved for future issuance (in shares) | shares | 166 | 1,119 | |||||||
Employee Stock Purchase Plan | Common Class A | Subsequent Event | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Additional shares authorized (in shares) | shares | 319 | ||||||||
2011 Equity Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period (in years) | 4 years | ||||||||
Share-based compensation, term of award | 10 years |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of options | ||
Options outstanding, beginning balance (in shares) | 6,255 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (1,739) | |
Repurchased (in shares) | 0 | |
Forfeited and expired (in shares) | (106) | |
Options outstanding, ending balance (in shares) | 4,410 | 6,255 |
Number of options exercisable (in shares) | 3,689 | |
Weighted- average exercise price | ||
Outstanding, beginning balance (in usd per share) | $ 12.53 | |
Granted (in usd per share) | ||
Exercised (in usd per share) | 8.47 | |
Repurchased (in usd per share) | ||
Forfeited and expired (in usd per share) | 16.47 | |
Outstanding, ending balance (in usd per share) | 14.04 | $ 12.53 |
Weighted average exercise price, options exercisable (in usd per share) | $ 13.08 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term (in years), outstanding | 6 years 3 months | 6 years 11 months 1 day |
Weighted average remaining contractual term (in years), exercisable | 6 years 10 days | |
Aggregate intrinsic value, outstanding | $ 251,832 | $ 585,339 |
Aggregate intrinsic value, exercisable | $ 214,131 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Payment Pricing Model (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.04% | 0.32% |
Risk-free interest rate, maximum | 1.14% | 0.68% |
Expected life | 5 years 10 months 24 days | 6 years 3 days |
Expected volatility, minimum | 48.90% | 45.50% |
Expected volatility, maximum | 49.12% | 49.38% |
Dividend yield | 0% | 0% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of common stock (in usd per share) | $ 38.08 | $ 14.42 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of common stock (in usd per share) | $ 52.80 | $ 38.08 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Restricted Stock Unit Activity (Details) - RSUs outstanding - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted stock units | ||
Beginning balance (in shares) | 2,036 | 730 |
Granted (in shares) | 1,755 | |
Released (in shares) | (350) | |
Forfeited (in shares) | (99) | |
Ending balance (in shares) | 2,036 | |
Weighted- average grant date fair value per share | ||
Beginning balance (in usd per share) | $ 77.09 | |
Granted (in usd per share) | 88.56 | |
Released (in usd per share) | 82.26 | |
Forfeited (in usd per share) | 84.30 | |
Ending balance (in usd per share) | $ 85.74 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of Payment Award (Details) - RSUs outstanding shares in Thousands | Dec. 31, 2022 $ / shares shares |
1 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in usd per share) | $ / shares | $ 127.50 |
Number of RSUs Eligible to Vest (in shares) | shares | 90 |
2 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in usd per share) | $ / shares | $ 153 |
Number of RSUs Eligible to Vest (in shares) | shares | 90 |
3 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in usd per share) | $ / shares | $ 178.50 |
Number of RSUs Eligible to Vest (in shares) | shares | 90 |
4 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in usd per share) | $ / shares | $ 204 |
Number of RSUs Eligible to Vest (in shares) | shares | 180 |
5 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in usd per share) | $ / shares | $ 255 |
Number of RSUs Eligible to Vest (in shares) | shares | 180 |
6 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in usd per share) | $ / shares | $ 306 |
Number of RSUs Eligible to Vest (in shares) | shares | 180 |
7 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in usd per share) | $ / shares | $ 357 |
Number of RSUs Eligible to Vest (in shares) | shares | 180 |
8 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in usd per share) | $ / shares | $ 408 |
Number of RSUs Eligible to Vest (in shares) | shares | 180 |
9 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in usd per share) | $ / shares | $ 612 |
Number of RSUs Eligible to Vest (in shares) | shares | 270 |
10 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Hurdle (in usd per share) | $ / shares | $ 816 |
Number of RSUs Eligible to Vest (in shares) | shares | 360 |
STOCK-BASED COMPENSATION - Sc_4
STOCK-BASED COMPENSATION - Schedule of Weighted Average Pricing Model (Details) - $ / shares | 12 Months Ended | ||
Jun. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life | 5 years 10 months 24 days | 6 years 3 days | |
Dividend yield | 0% | 0% | |
Founder awards where performance has been met | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.48% | ||
Expected life | 9 years 11 months 23 days | ||
Expected volatility | 51.67% | ||
Dividend yield | 0% | ||
Fair value of common stock (in usd per share) | $ 95 |
STOCK-BASED COMPENSATION - Sc_5
STOCK-BASED COMPENSATION - Schedule of Income Statement Location for Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 73,820 | $ 40,804 | $ 17,031 |
Cost of revenues | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 38 | 8 | 6 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 26,373 | 9,298 | 2,773 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | 2,540 | 881 | 348 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation expense | $ 44,869 | $ 30,617 | $ 13,904 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Obligations under current leases | $ 4,903 | $ 3,336 |
Employee-related costs | 4,233 | 2,075 |
Marketing related accruals | 3,464 | 1,078 |
Sales and VAT tax accrual | 2,396 | 2,319 |
Other | 6,974 | 4,125 |
Total | $ 21,970 | $ 12,933 |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan, contributions by employer | $ 4,624,000 | $ 3,438,000 | $ 1,796,000 |
Defined contribution plan, employer discretionary contribution amount | $ 0 | $ 0 | $ 0 |
First 4% of Employee Elective Deferral | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of match (in percent) | 100% | 100% | |
Employer matching contribution, percent of employees' gross pay (in percent) | 4% | 3% | |
Next 2% of Employee Elective Deferral | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of match (in percent) | 50% | 50% | |
Employer matching contribution, percent of employees' gross pay (in percent) | 2% | 2% |
LOSS PER SHARE - Schedule of Ea
LOSS PER SHARE - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss | $ (59,574) | $ (60,135) | $ (15,776) |
Denominator: | |||
Weighted-average shares in computing net loss per share attributable to Class A and Class B common stockholders, basic (in shares) | 39,470 | 23,433 | 12,735 |
Weighted-average shares in computing net loss per share attributable to Class A and Class B common stockholders, diluted (in shares) | 39,470 | 23,433 | 12,735 |
Basic loss per common share (in usd per share) | $ (1.51) | $ (2.57) | $ (1.24) |
Diluted loss per common share (in usd per share) | $ (1.51) | $ (2.57) | $ (1.24) |
LOSS PER SHARE - Narrative (Det
LOSS PER SHARE - Narrative (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 votePerShare shares | |
Performance Based RSUs | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Founder awards where performance not met | shares | 1,620 |
Common Class A | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Voting rights, per share | 1 |
Common Class B | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Voting rights, per share | 20 |
LOSS PER SHARE - Schedule of An
LOSS PER SHARE - Schedule of Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of earnings per share (in shares) | 6,626 | 7,165 | 27,473 |
Founder awards where performance has been met | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of earnings per share (in shares) | 180 | 180 | 0 |
Stock options outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of earnings per share (in shares) | 4,410 | 6,255 | 8,365 |
RSUs outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of earnings per share (in shares) | 2,036 | 730 | 34 |
Convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the computation of earnings per share (in shares) | 0 | 0 | 19,074 |