Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 05, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40406 | |
Entity Registrant Name | ZIPRECRUITER, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-2976158 | |
Entity Address, Address Line One | 604 Arizona Ave. | |
Entity Address, City or Town | Santa Monica, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90401 | |
City Area Code | (877) | |
Local Phone Number | 252-1062 | |
Title of 12(b) Security | Class A common stock, $0.00001 par value per share | |
Trading Symbol | ZIP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001617553 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 83,071,919 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 32,036,223 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 153,342 | $ 114,539 |
Accounts receivable, net of allowances of $3,891 and $3,933 at June 30, 2021 and December 31, 2020, respectively | 36,312 | 21,036 |
Prepaid expenses and other assets | 13,106 | 5,462 |
Deferred commissions, current portion | 4,103 | 3,727 |
Total current assets | 206,863 | 144,764 |
Property and equipment, net | 8,935 | 5,043 |
Operating lease right-of-use assets | 19,709 | 22,500 |
Internal use software, net | 12,210 | 11,191 |
Deferred commissions, net of current portion | 3,474 | 3,712 |
Goodwill | 1,724 | 1,724 |
Deferred tax assets, net | 36,526 | 23,083 |
Other assets | 1,300 | 112 |
Total assets | 290,741 | 212,129 |
Current liabilities | ||
Accounts payable | 31,978 | 13,509 |
Accrued expenses | 54,699 | 38,842 |
Deferred revenue | 23,081 | 15,112 |
Deferred payroll tax liability, current portion | 1,677 | 1,677 |
Operating lease liabilities, current portion | 5,137 | 1,669 |
Other liabilities | 114 | 646 |
Total current liabilities | 116,686 | 71,455 |
Operating lease liabilities, net of current portion | 21,479 | 25,130 |
Convertible notes and accrued interest with related parties | 0 | 25,371 |
Deferred payroll tax liability, net of current portion | 1,829 | 1,818 |
Other liabilities | 1,845 | 1,795 |
Total liabilities | 141,839 | 125,569 |
Commitments and contingencies (Note 8) | ||
Redeemable convertible preferred stock | ||
Total redeemable convertible preferred stock | 0 | 136,856 |
Stockholders' equity (deficit) | ||
Preferred Stock, $0.00001 par value; 50,000 and no shares authorized as of June 30, 2021 and December 31, 2020, respectively; no shares issued and outstanding as June 30, 2021 and December 31, 2020, respectively | 0 | 0 |
Class B treasury stock, 195 shares outstanding as of June 30, 2021 and December 31, 2020 | (644) | (644) |
Additional paid-in capital | 260,378 | 21,732 |
Accumulated deficit | (110,833) | (71,384) |
Total stockholders' equity (deficit) | 148,902 | (50,296) |
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit) | 290,741 | 212,129 |
Series A Preferred Stock | ||
Redeemable convertible preferred stock | ||
Total redeemable convertible preferred stock | 0 | 87,118 |
Series B Preferred Stock | ||
Redeemable convertible preferred stock | ||
Total redeemable convertible preferred stock | 0 | 49,738 |
Common Class A | ||
Stockholders' equity (deficit) | ||
Common stock | 1 | 0 |
Common Class B | ||
Stockholders' equity (deficit) | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Accounts receivable, allowance for credit loss, current | $ 3,891 | $ 3,933 |
Stockholders' equity (deficit) | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, authorized (in shares) | 50,000,000 | 0 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | |
Common stock, authorized (in shares) | 1,450,000,000 | |
Treasury stock (in shares) | 195,000 | 195,000 |
Series A Preferred Stock | ||
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Redeemable convertible preferred stock, authorized (in shares) | 0 | 2,271,000 |
Redeemable convertible preferred stock, issued (in shares) | 0 | 2,271,000 |
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 2,271,000 |
Series B Preferred Stock | ||
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Redeemable convertible preferred stock, authorized (in shares) | 0 | 6,151,000 |
Redeemable convertible preferred stock, issued (in shares) | 0 | 6,031,000 |
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 6,031,000 |
Common Class A | ||
Stockholders' equity (deficit) | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized (in shares) | 700,000,000 | 0 |
Common stock, issued (in shares) | 82,714,000 | 0 |
Common stock, outstanding (in shares) | 82,714,000 | 0 |
Common Class B | ||
Stockholders' equity (deficit) | ||
Common stock, par value (in dollars per share) | $ 0.00001 | |
Common stock, authorized (in shares) | 700,000,000 | 137,800,000 |
Common stock, issued (in shares) | 32,231,000 | 78,283,000 |
Common stock, outstanding (in shares) | 32,036,000 | 78,088,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 182,960 | $ 87,655 | $ 308,332 | $ 200,947 |
Cost of revenue | 21,600 | 11,840 | 37,561 | 26,312 |
Gross profit | 161,360 | 75,815 | 270,771 | 174,635 |
Operating expenses: | ||||
Sales and marketing | 114,171 | 28,069 | 177,647 | 106,949 |
Research and development | 37,909 | 16,306 | 54,924 | 35,532 |
General and administrative | 77,597 | 9,792 | 90,051 | 21,280 |
Total operating expenses | 229,677 | 54,167 | 322,622 | 163,761 |
Income (loss) from operations | (68,317) | 21,648 | (51,851) | 10,874 |
Other income (expense) | ||||
Interest expense | (266) | (367) | (475) | (646) |
Sublease income (expense) | (141) | 275 | 151 | 557 |
Other income (expense), net | (40) | (68) | 54 | (212) |
Total other expense, net | (447) | (160) | (270) | (301) |
Income (loss) before income taxes | (68,764) | 21,488 | (52,121) | 10,573 |
Income tax expense (benefit) | (15,917) | 165 | (12,672) | 332 |
Net income (loss) | (52,847) | 21,323 | (39,449) | 10,241 |
Less: Accretion of redeemable convertible preferred stock | (483) | (956) | (1,480) | (1,911) |
Less: Undistributed earnings attributable to participating securities | 0 | (4,745) | 0 | (1,943) |
Net income (loss) attributable to Class A and Class B common stockholders | $ (53,330) | $ 15,622 | $ (40,929) | $ 6,387 |
Net income (loss) per share attributable to Class A and Class B common stockholders: | ||||
Basic (in dollars per share) | $ (0.55) | $ 0.20 | $ (0.47) | $ 0.08 |
Diluted (in dollars per share) | $ (0.55) | $ 0.18 | $ (0.47) | $ 0.07 |
Weighted average shares used in computing net income (loss) per share attributable to Class A and Class B common stockholders: | ||||
Basic (in shares) | 96,726 | 79,681 | 87,829 | 79,552 |
Diluted (in shares) | 96,726 | 91,290 | 87,829 | 91,581 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Conversion of redeemable convertible preferred stock to common stock | Conversion of convertible notes with related parties to common stock | Conversion of Class B stock to Class A stock | Cumulative-effect of accounting change adopted as of January 1, 2020 | Common Stock | Treasury Stock | Additional Paid-in Capital | Additional Paid-in CapitalConversion of redeemable convertible preferred stock to common stock | Additional Paid-in CapitalConversion of convertible notes with related parties to common stock | Additional Paid-in CapitalCumulative-effect of accounting change adopted as of January 1, 2020 | Retained Earnings | Retained EarningsCumulative-effect of accounting change adopted as of January 1, 2020 | Series A Preferred Stock | Series B Preferred Stock | Common Class ACommon Stock | Common Class ACommon StockConversion of Class B stock to Class A stock | Common Class BCommon Stock | Common Class BCommon StockConversion of redeemable convertible preferred stock to common stock | Common Class BCommon StockConversion of convertible notes with related parties to common stock | Common Class BCommon StockConversion of Class B stock to Class A stock |
Beginning balance (in shares) at Dec. 31, 2019 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 83,375 | $ 49,598 | |||||||||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | $ 920 | $ 35 | |||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Ending balance at Mar. 31, 2020 | $ 84,295 | $ 49,633 | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | (195,000) | 0 | 79,583,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ (122,311) | $ 0 | $ (644) | $ 35,339 | $ 426 | $ (157,006) | $ (426) | $ 0 | $ 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | (955) | (955) | |||||||||||||||||||
Issuance of common stock upon exercise of options (in shares) | 572,000 | ||||||||||||||||||||
Issuance of common stock upon exercise of options | 305 | 305 | |||||||||||||||||||
Stock-based compensation | 1,994 | 1,994 | |||||||||||||||||||
Capital contribution (in shares) | (213,000) | ||||||||||||||||||||
Net income (loss) | (11,082) | (11,082) | |||||||||||||||||||
Ending balance at Mar. 31, 2020 | (132,049) | $ (644) | 37,109 | (168,514) | $ 0 | $ 0 | |||||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | (195,000) | 0 | 79,942,000 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 83,375 | $ 49,598 | |||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Ending balance at Jun. 30, 2020 | $ 85,216 | $ 49,668 | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | (195,000) | 0 | 79,583,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2019 | (122,311) | $ 0 | $ (644) | 35,339 | $ 426 | (157,006) | $ (426) | $ 0 | $ 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income (loss) | 10,241 | ||||||||||||||||||||
Ending balance at Jun. 30, 2020 | (109,597) | $ (644) | 38,238 | (147,191) | $ 0 | $ 0 | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | (195,000) | 0 | 80,401,000 | ||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Beginning balance at Mar. 31, 2020 | $ 84,295 | $ 49,633 | |||||||||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | $ 921 | $ 35 | |||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Ending balance at Jun. 30, 2020 | $ 85,216 | $ 49,668 | |||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | (195,000) | 0 | 79,942,000 | ||||||||||||||||||
Beginning balance at Mar. 31, 2020 | (132,049) | $ (644) | 37,109 | (168,514) | $ 0 | $ 0 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | (956) | (956) | |||||||||||||||||||
Issuance of common stock upon exercise of options (in shares) | 672,000 | ||||||||||||||||||||
Issuance of common stock upon exercise of options | 699 | 699 | |||||||||||||||||||
Stock-based compensation | 1,386 | 1,386 | |||||||||||||||||||
Capital contribution (in shares) | (213,000) | ||||||||||||||||||||
Net income (loss) | 21,323 | 21,323 | |||||||||||||||||||
Ending balance at Jun. 30, 2020 | (109,597) | $ (644) | 38,238 | (147,191) | $ 0 | $ 0 | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | (195,000) | 0 | 80,401,000 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 136,856 | $ 87,118 | $ 49,738 | ||||||||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | $ 961 | $ 36 | |||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Ending balance at Mar. 31, 2021 | $ 88,079 | $ 49,774 | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | (195,000) | 0 | 78,283,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2020 | (50,296) | $ (644) | 21,732 | (71,384) | $ 0 | $ 0 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | (997) | (997) | |||||||||||||||||||
Issuance of common stock upon exercise of options (in shares) | 1,965,000 | ||||||||||||||||||||
Issuance of common stock upon exercise of options | 3,660 | 3,660 | |||||||||||||||||||
Repurchase and retirement of common stock (in shares) | (50,000) | ||||||||||||||||||||
Repurchase and retirement of common stock | (450) | (450) | |||||||||||||||||||
Stock-based compensation | 1,290 | 1,290 | |||||||||||||||||||
Net income (loss) | 13,398 | 13,398 | |||||||||||||||||||
Ending balance at Mar. 31, 2021 | (33,395) | $ (644) | 25,235 | (57,986) | $ 0 | $ 0 | |||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | (195,000) | 0 | 80,198,000 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 136,856 | $ 87,118 | $ 49,738 | ||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 0 | |||||||||||||||||||
Ending balance at Jun. 30, 2021 | 0 | $ 0 | $ 0 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | (195,000) | 0 | 78,283,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ (50,296) | $ (644) | 21,732 | (71,384) | $ 0 | $ 0 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Issuance of common stock upon exercise of options (in shares) | 115,000 | ||||||||||||||||||||
Net income (loss) | $ (39,449) | ||||||||||||||||||||
Ending balance at Jun. 30, 2021 | 148,902 | $ (644) | 260,378 | (110,833) | $ 1 | $ 0 | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | (195,000) | 82,714,000 | 32,231,000 | ||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Beginning balance at Mar. 31, 2021 | $ 88,079 | $ 49,774 | |||||||||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | $ 466 | $ 17 | |||||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | (2,271,000) | (6,031,000) | |||||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock | $ (88,545) | $ (49,791) | |||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 0 | |||||||||||||||||||
Ending balance at Jun. 30, 2021 | 0 | $ 0 | $ 0 | ||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | (195,000) | 0 | 80,198,000 | ||||||||||||||||||
Beginning balance at Mar. 31, 2021 | (33,395) | $ (644) | 25,235 | (57,986) | $ 0 | $ 0 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | (483) | (483) | |||||||||||||||||||
Conversion of shares (in shares) | 82,714,000 | 24,202,000 | 3,085,000 | (82,714,000) | |||||||||||||||||
Conversion of shares | $ 138,336 | $ 25,653 | $ 0 | $ 138,335 | $ 25,653 | $ 1 | $ 1 | $ (1) | |||||||||||||
Issuance of common stock upon exercise of options (in shares) | 5,282,000 | ||||||||||||||||||||
Issuance of common stock upon exercise of options | 8,720 | 8,720 | |||||||||||||||||||
Repurchase and retirement of common stock (in shares) | (100,000) | ||||||||||||||||||||
Repurchase and retirement of common stock | (2,300) | (2,300) | |||||||||||||||||||
Vesting of early exercised stock options | 97 | 97 | |||||||||||||||||||
Issuance of common stock upon the vesting and settlement of restricted stock units (in shares) | 2,278,000 | ||||||||||||||||||||
Stock-based compensation | 65,121 | 65,121 | |||||||||||||||||||
Net income (loss) | (52,847) | (52,847) | |||||||||||||||||||
Ending balance at Jun. 30, 2021 | $ 148,902 | $ (644) | $ 260,378 | $ (110,833) | $ 1 | $ 0 | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | (195,000) | 82,714,000 | 32,231,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net income (loss) | $ (39,449) | $ 10,241 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Stock-based compensation expense | 65,592 | 3,304 |
Depreciation and amortization | 4,535 | 5,041 |
Provision for bad debts | 679 | 2,359 |
Deferred income taxes | (13,443) | 0 |
Noncash lease expense | 2,791 | 2,800 |
Amortization of issuance costs for credit facility | 43 | 0 |
Loss on disposal of property and equipment | 14 | 329 |
Change in operating assets and liabilities: | ||
Accounts receivable | (15,955) | 7,068 |
Prepaid expenses and other current assets | (8,196) | 1,503 |
Deferred commissions, net | (138) | (1,753) |
Other assets | 39 | 108 |
Accounts payable | 18,480 | (317) |
Accrued expenses and other liabilities | 14,919 | (16,356) |
Deferred revenue | 7,987 | (2,504) |
Deferred payroll taxes | 0 | 1,467 |
Operating lease liabilities | (183) | (3,420) |
Net cash provided by operating activities | 37,715 | 9,870 |
Cash flows from investing activities | ||
Purchases of property and equipment | (4,429) | (871) |
Capitalized internal use software costs | (3,786) | (3,815) |
Net cash used in investing activities | (8,215) | (4,686) |
Cash flows from financing activities | ||
Proceeds from term loan | 0 | 10,000 |
Repayment of term loan | 0 | (20,000) |
Proceeds from revolving line | 0 | 16,500 |
Repayment of revolving line | 0 | (16,500) |
Proceeds from convertible notes with related parties | 0 | 25,000 |
Payment of issuance costs for credit facility | (1,270) | 0 |
Repurchase of common stock | (2,750) | 0 |
Proceeds from exercise of stock options | 13,323 | 485 |
Net cash provided by financing activities | 9,303 | 15,485 |
Net increase in cash | 38,803 | 20,669 |
Beginning of period | 114,539 | 35,529 |
End of period | 153,342 | 56,198 |
Supplemental disclosure of non-cash activities | ||
Capitalized assets included in accounts payable and accrued expenses | 1,535 | 513 |
Stock-based compensation capitalized for software | 819 | 76 |
In-transit proceeds from exercise of stock options | 21 | 519 |
Operating lease right-of-use assets obtained in exchange for new operating lease | 0 | 5,787 |
Accretion of redeemable convertible preferred stock | 1,480 | 1,911 |
Conversion of redeemable convertible preferred stock | 138,336 | 0 |
Conversion of convertible notes and accrued interest with related parties | $ 25,653 | $ 0 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business ZipRecruiter, Inc. was incorporated in the state of Delaware on June 29, 2010. Hereinafter, ZipRecruiter, Inc. and its wholly owned subsidiaries ZipRecruiter Israel Ltd., ZipRecruiter UK Ltd., and ZipRecruiter Canada Ltd. are collectively referred to as “ZipRecruiter” or the “Company.” The Company is a two-sided marketplace that enables employers and job seekers to connect with one another online to fill job opportunities. Direct Listing On May 14, 2021, the Company’s registration statement related to the direct listing of its Class A common stock on the New York Stock Exchange (“NYSE”) (the “Direct Listing”) was declared effective by the Securities and Exchange Commission (“SEC”) and on May 26, 2021, the Direct Listing was completed and the Company’s Class A common stock commenced trading. Immediately prior to the completion of the Direct Listing, the Company filed its amended and restated certificate of incorporation, which resulted in the creation of Class A common stock and Class B common stock. All existing shares of common stock issued and outstanding or held as treasury stock were reclassified into shares of Class B common stock. In connection with the effectiveness of the Direct Listing, all 2.3 million outstanding shares of Series A Redeemable Convertible Preferred Stock (“Series A preferred stock”) and 6.0 million outstanding shares of Series B Redeemable Convertible Preferred Stock (“Series B preferred stock”) converted into 24.2 million shares of Class B common stock. On May 26, 2021, the Company’s convertible notes with related parties converted into 3.1 million shares of Class B common stock. |
Basis of Presentation, Principl
Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies | Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, certain information and disclosures normally included in consolidated financial statements presented in accordance with U.S. GAAP have been condensed or omitted. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on May 26, 2021 (the “Prospectus”). The consolidated balance sheet as of December 31, 2020 has been derived from our audited consolidated financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for the fair statement of the condensed consolidated financial statements. There have been no changes in the Company’s accounting policies from those disclosed in its audited consolidated financial statements and the related notes included in the Prospectus. The operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results expected for the full year ending December 31, 2021 or any future period. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates include revenue recognition, estimates relating to the measurement of operating lease right-of-use (“ROU”) assets and operating lease liabilities, determination of the fair value of stock-based awards, valuation of common stock in periods prior to becoming a public company, collectability of accounts receivable, impairment of long-lived assets, including goodwill, carrying value and useful lives of property and equipment and internal-use software, the amortization period for deferred commission costs, and income taxes. By their nature, estimates are subject to an inherent degree of uncertainty and actual results could differ from those estimates. The impact of the Coronavirus pandemic (“COVID-19”) continues to evolve. As a result, many of the Company’s estimates and assumptions require increased judgment and carry a higher degree of variability and volatility. As of the date these condensed consolidated financial statements are issued, the Company is not aware of any specific event or circumstance that would require an update to the Company’s estimates or judgments, or change to the carrying value of the Company’s assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the consolidated financial statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the financial statements. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting standards describe a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: - Level 1 — Quoted prices in active markets for identical assets, liabilities, or funds. - Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. - Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of the Company’s financial instruments, including accounts receivable, accounts payable, and accrued expenses approximate fair value because of their short-term maturities. The fair value of the Company’s convertible notes with related parties as of December 31, 2020 was estimated to be approximately $36.9 million, and was based on the value of shares into which the notes convert. The value of the shares represents a Level 3 input in the fair value hierarchy. The convertible notes with related parties converted into shares of Class B common stock in connection with the Direct Listing in May 2021. Certain assets, including goodwill and intangible assets are also subject to measurement at fair value on a non-recurring basis using Level 3 inputs, but only when they are deemed to be impaired. As of June 30, 2021 and December 31, 2020, no impairments were identified on those assets required to be measured at fair value on a non-recurring basis. Segments and Geographic Information The Company operates as a single operating segment. The Company’s Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, regularly reviews financial information presented on a consolidated basis for purposes of assessing financial performance and allocating resources. Stock-based Compensation for Awards with a Market Condition In April 2021, the Company granted a RSU award (the “CEO Performance Award”), which included service, market, and performance based vesting conditions. The fair value of the award is determined using a Monte Carlo simulation model. The associated stock-based compensation is recorded over the requisite service period, using a graded attribution method. The requisite service period is the longer of the service period derived from the Monte Carlo simulation model and the explicit service period the CEO is required to remain employed to vest in the award. The market condition is satisfied upon achieving certain stock price targets for a period following the completion of the Company’s Direct Listing. The CEO Performance Award also contains an implied performance-based vesting condition as the CEO’s ability to earn the award is contingent upon the completion of the Direct Listing. Accordingly, no expense was recognized prior to the completion of the Company’s Direct Listing on May 26, 2021, as vesting was not considered probable for accounting purposes until the Direct Listing occurred. Provided that Ian Siegel continues to be the CEO of the Company, stock-based compensation expense is recognized over the requisite service period, regardless of whether the stock price targets are achieved. If the stock price targets are met sooner than the derived service period, the Company will accelerate the recognition of stock-based compensation expense to reflect the cumulative expense associated with the vested shares. The determination of the fair value of stock-based awards with a market condition is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If the Company had made different assumptions, its stock-based compensation expense, and its results of operations for the three and six months ended June 30, 2021 and June 30, 2020 may have been significantly different. Recent Accounting Pronouncements Accounting Pronouncements Not Yet Adopted As an “emerging growth company,” the Company is allowed by the Jumpstart Our Business Startups Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing model for measuring the allowance for credit losses for financial assets measured at amortized cost (including accounts receivable) to a model that is based on the expected losses rather than incurred losses. Under the new credit loss model, lifetime expected credit losses on such financial assets are measured and recognized at each reporting date based on historical, current, and forecast information. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and in April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. These ASUs provide supplemental guidance and clarification to ASU 2016-13 and must be adopted concurrently with the adoption of ASU 2016-13, cumulatively referred to as “Topic 326.” This guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of this update on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which enhances and simplifies various aspects of income tax accounting guidance. This guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted, including adoption in an interim period. An entity that elects to early adopt ASU 2019-12 in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. The Company is currently evaluating the effects of the adoption of this update on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of this update on its consolidated financial statements. Recently Adopted Accounting Pronouncements |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic and diluted net income (loss) per share are computed using the two-class method as required when there are participating securities and multiple classes of common stock. Prior to May 14, 2021, when the Company’s Series A and B redeemable convertible preferred stock converted into shares of Class B common stock, the Company’s redeemable convertible preferred stock were participating securities as the holders of the redeemable convertible preferred stock were entitled to participate in dividends with common stock. In periods of net income, net income after deducting the accretion of redeemable convertible preferred stock was attributed to common stockholders and participating securities based on their participation rights. Net losses after deducting the accretion of redeemable convertible preferred stock are not allocated to the participating securities as the participating securities do not have a contractual obligation to share in any losses. In April 2021, the Company filed its amended and restated certificate of incorporation, which resulted in the creation of Class A common stock and Class B common stock. As the liquidation and dividend rights are identical for Class A and Class B common stock (see Note 9), the undistributed earnings under the two-class method are allocated on a proportional basis and the resulting net income (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. The following table presents the Company’s basic net income (loss) per share (in thousands, except per share amounts): Three Months Ended Six Months Ended 2021 2020 2021 2020 Net income (loss) per share, basic: Net income (loss) $ (52,847) $ 21,323 $ (39,449) $ 10,241 Less: Accretion of redeemable convertible preferred stock (483) (956) (1,480) (1,911) Less: Undistributed earnings attributable to participating securities — (4,745) — (1,943) Net income (loss) attributable to Class A and Class B common stockholders $ (53,330) $ 15,622 $ (40,929) $ 6,387 Weighted average shares of Class A and Class B common stock outstanding 96,726 79,681 87,829 79,552 Net income (loss) per share attributable to Class A and Class B common stockholders, basic $ (0.55) $ 0.20 $ (0.47) $ 0.08 On April 19, 2021, the Company’s board of directors waived the liquidity event-based performance condition such that the RSUs that had satisfied the service condition would vest upon the earlier of the first day of trading of the Company’s common stock on the New York Stock Exchange or March 15, 2022. As vesting of the Company’s RSUs was now probable after the modification, these awards were considered in the diluted net income (loss) per share calculation on and after April 19, 2021. During the three and six months ended June 30, 2021, unvested RSU awards were excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive. The following table presents the Company’s diluted net income (loss) per share (in thousands, except per share amounts): Three Months Ended Six Months Ended 2021 2020 2021 2020 Net income (loss) per share, diluted: Numerator: Net income (loss) attributable to Class A and Class B common stockholders $ (53,330) $ 15,622 $ (40,929) $ 6,387 Add: Reallocation of net income attributable to participating securities — 477 — 202 Interest on convertible notes with related parties, net of tax — 11 — — Net income (loss) attributable to Class A and Class B common stockholders, diluted $ (53,330) $ 16,110 $ (40,929) $ 6,589 Denominator: Weighted average shares of Class A and Class B common stock outstanding, basic 96,726 79,681 87,829 79,552 Effect of dilutive securities: Options to purchase common stock — 11,236 — 12,029 Convertible notes with related parties — 373 — — Weighted average shares of Class A and Class B common stock outstanding, diluted 96,726 91,290 87,829 91,581 Net income (loss) per share attributable to Class A and Class B common stockholders, diluted $ (0.55) $ 0.18 $ (0.47) $ 0.07 The following table presents the weighted average number of potentially dilutive common stock equivalents excluded from the computation of diluted net income (loss) per share because their inclusion would have been anti-dilutive (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Options to purchase common stock 15,521 6,643 17,065 5,499 Restricted stock units 6,078 3,921 5,820 3,550 Redeemable convertible preferred stock, if converted basis 11,436 — 17,784 — Convertible notes with related parties, if converted basis 1,860 — 2,457 187 Unvested early exercise common stock 61 — 31 — Total shares excluded from diluted net income (loss) per share 34,956 10,564 43,157 9,236 |
Revenue Information
Revenue Information | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Information | Revenue Information The Company disaggregates revenue into two streams: subscription revenue and performance-based revenue. The following table presents the Company’s revenue streams (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Subscription $ 151,292 $ 74,002 $ 251,796 $ 169,367 Performance-based 31,668 13,653 56,536 31,580 Total revenue $ 182,960 $ 87,655 $ 308,332 $ 200,947 The Company recognized $15.5 million and $14.4 million of revenues during the three months ended June 30, 2021 and 2020, respectively, that was included in the deferred revenue balances as of March 31, 2021 and 2020, respectively. The Company recognized $11.4 million and $13.9 million of revenues during the six months ended June 30, 2021 and 2020, respectively, that was included in the deferred revenue balances as of December 31, 2020 and 2019, respectively. As of June 30, 2021 and December 31, 2020, the Company had no contract assets outstanding. Performance Obligations |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following (in thousands): June 30, December 31, 2021 2020 Accrued marketing $ 18,578 $ 6,006 Accrued bonuses 6,626 11,202 Other accrued expenses 10,542 7,311 Accrued partner expenses 7,031 5,554 Accrued 401(k) contributions 1,458 2,414 Accrued commissions 5,301 3,332 Accrued indirect taxes 1,238 600 Accrued refunds and customer liabilities 3,925 2,423 Total accrued expenses $ 54,699 $ 38,842 |
Credit Facility
Credit Facility | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Credit Facility | Credit FacilityIn April 2021, the Company terminated its existing revolving credit agreement from September 2020 and entered into a new $250.0 million credit facility agreement with a syndicate of banks. The new credit facility has a maturity date of April 30, 2026 and bears interest at a rate based upon the Company’s Net Leverage Ratio. The Company’s Net Leverage Ratio is defined as total debt less total cash and permitted investments outstanding at period end, with a maximum total cash and permitted investments adjustment of $100.0 million, divided by the trailing twelve month of earnings, adjusted for items such as noncash expenses and other nonrecurring transactions. The Company is also obligated to pay other customary fees including a commitment fee on a quarterly basis based on amounts committed but unused under the new credit facility at a rate between 0.25% to 0.35%, depending on the Company’s Net Leverage Ratio. The new credit facility is collateralized by security interests in substantially all of the Company’s assets and includes customary events of default such as non-payment of principal, non-payment of interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments against us, and a change of control. The occurrence of an event of default could result in the acceleration of the obligations under the new credit facility. The new credit facility contains customary representations, warranties, affirmative covenants, such as financial statement reporting requirements, negative covenants, and financial covenants, such as maintenance of certain net leverage ratio requirements. The negative covenants include restrictions that, among other things, restrict the Company’s ability to incur liens and indebtedness, make certain investments, declare dividends, dispose of, transfer or sell assets, make stock repurchases and consummate certain other matters, all subject to certain exceptions. The Company had no amounts outstanding under the new credit facility as of June 30, 2021. The amount available under the credit facility as of June 30, 2021 was $243.7 million, which is the credit limit less letters of credit outstanding of $6.3 million. On June 22, 2020, the Company issued subordinated secured convertible promissory notes ("Convertible Notes") to related parties who are holders of the Company’s Redeemable Convertible Preferred Stock. The Convertible Notes totaled $25.0 million and had a maturity date of June 22, 2023. The principal and accrued interest balance of the Convertible Notes was automatically convertible into common stock upon a Direct Listing with a conversion price equal to the lower of (i) 75% of the volume-weighted average price of the common stock on the first trading day following such listing and (ii) $8.2909. |
Convertible Notes with Related
Convertible Notes with Related Parties | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes with Related Parties | Credit FacilityIn April 2021, the Company terminated its existing revolving credit agreement from September 2020 and entered into a new $250.0 million credit facility agreement with a syndicate of banks. The new credit facility has a maturity date of April 30, 2026 and bears interest at a rate based upon the Company’s Net Leverage Ratio. The Company’s Net Leverage Ratio is defined as total debt less total cash and permitted investments outstanding at period end, with a maximum total cash and permitted investments adjustment of $100.0 million, divided by the trailing twelve month of earnings, adjusted for items such as noncash expenses and other nonrecurring transactions. The Company is also obligated to pay other customary fees including a commitment fee on a quarterly basis based on amounts committed but unused under the new credit facility at a rate between 0.25% to 0.35%, depending on the Company’s Net Leverage Ratio. The new credit facility is collateralized by security interests in substantially all of the Company’s assets and includes customary events of default such as non-payment of principal, non-payment of interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments against us, and a change of control. The occurrence of an event of default could result in the acceleration of the obligations under the new credit facility. The new credit facility contains customary representations, warranties, affirmative covenants, such as financial statement reporting requirements, negative covenants, and financial covenants, such as maintenance of certain net leverage ratio requirements. The negative covenants include restrictions that, among other things, restrict the Company’s ability to incur liens and indebtedness, make certain investments, declare dividends, dispose of, transfer or sell assets, make stock repurchases and consummate certain other matters, all subject to certain exceptions. The Company had no amounts outstanding under the new credit facility as of June 30, 2021. The amount available under the credit facility as of June 30, 2021 was $243.7 million, which is the credit limit less letters of credit outstanding of $6.3 million. On June 22, 2020, the Company issued subordinated secured convertible promissory notes ("Convertible Notes") to related parties who are holders of the Company’s Redeemable Convertible Preferred Stock. The Convertible Notes totaled $25.0 million and had a maturity date of June 22, 2023. The principal and accrued interest balance of the Convertible Notes was automatically convertible into common stock upon a Direct Listing with a conversion price equal to the lower of (i) 75% of the volume-weighted average price of the common stock on the first trading day following such listing and (ii) $8.2909. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. If the Company determines that it is probable that a loss has been incurred and the amount is reasonably estimable, the Company will record a liability. However, if the Company determines that a contingent loss is reasonably possible and the loss or range of loss can be estimated, the Company will disclose the possible loss in the condensed consolidated financial statements. In April 2019, the Company was named as a defendant in a putative class action lawsuit filed by a former employee in the Los Angeles Superior Court alleging that the Company violated the Fair Credit Reporting Act as well as owed certain compensation to employees. In January 2020, the former employee filed a related representative action in the Los Angeles Superior Court under the Private Attorney General Act alleging similar claims regarding compensation owed to employees. In January 2021, the Company filed a motion for summary judgment or, in the alternative, summary adjudication, which was granted in part and denied in part. At the date these condensed consolidated financial statements were issued, it is reasonably possible that a loss may be incurred; however, a loss or range of losses is not currently estimable. Indemnification In the ordinary course of business, the Company may provide indemnification of varying scopes and terms to customers, investors, directors and officers with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from certain claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has the Company been sued in connection with these indemnification arrangements. As of June 30, 2021, the Company has not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements is neither probable nor reasonably estimable. |
Common Stock and Redeemable Con
Common Stock and Redeemable Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
Equity and Temporary Equity [Abstract] | |
Common Stock and Redeemable Convertible Preferred Stock | Common Stock and Redeemable Convertible Preferred Stock Common stock The Company is authorized to issue a total of 1.45 billion shares consisting of 700 million shares of Class A common stock, 700 million shares of Class B common stock, and 50 million shares of preferred stock all with a par value per share of $0.00001. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to twenty votes per share. The Class A and Class B common stock have the same dividend and liquidation rights. The Class B common stock converts to Class A at any time at the option of the holder. Additionally, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, except for certain transfers described in the restated certificate of incorporation. In January 2021, the Company repurchased 50,000 shares of common stock from a former employee for an aggregate price of $0.5 million The repurchased shares of common stock were retired and recorded as a reduction of Class B common stock and additional paid-in capital. In May 2021, the Company repurchased 100,000 shares of common stock from a former employee for an aggregate price of $2.3 million. The repurchased shares of common stock were retired and recorded as a reduction of Class B common stock and additional paid-in capital. Redeemable Convertible Preferred Stock In April 2021, the Company amended and restated its certificate of incorporation such that the redeemable convertible preferred stock automatically converts into shares of common stock upon the effectiveness of the Direct Listing. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Total stock-based compensation expense is recorded in the Condensed Consolidated Statements of Operations as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Cost of revenue $ 737 $ 18 $ 753 $ 42 Sales and marketing 12,317 119 12,416 425 Research and development 18,573 712 19,398 1,573 General and administrative 32,739 497 33,025 1,264 Total stock-based compensation $ 64,366 $ 1,346 $ 65,592 $ 3,304 2014 Equity Incentive Plan Under the amended and restated certificate of incorporation, all outstanding options to purchase common stock became options to purchase an equivalent number of shares of Class B common stock and all RSUs became RSUs for an equivalent number of Class B common stock under the 2014 equity incentive plan. 2021 Equity Incentive Plan In April 2021, the Company adopted the 2021 equity incentive plan (the “2021 Plan”), which became effective on May 14, 2021 in connection with the Direct Listing. The 2021 Plan permits the grant of incentive stock options to employees and the grant of non-qualified stock options, restricted stock, restricted stock awards, restricted stock units, stock appreciation rights, performance units, performance shares and stock bonus awards to the Company’s employees, directors, and consultants. Under the 2021 Plan, 10.7 million shares were initially reserved for issuance. The number of shares initially reserved for issuance pursuant to awards under the 2021 Plan will be increased by (i) (a) any reserved shares not issued or subject to outstanding awards granted under the Company’s 2012 and 2014 Equity Incentive Plans (collectively, the “Prior Plans”) that cease to be subject to such awards by forfeiture or otherwise after the effective date, (b) shares issued under the Prior Plans before or after the effective date pursuant to the exercise of stock options that are, after the effective date, forfeited, (c) shares issued under the Prior Plans that are repurchased by the Company at the original purchase price or are otherwise forfeited, and (d) shares that are subject to stock options or other awards under the Prior Plans that are used to pay the exercise price of a stock option or withheld to satisfy the tax withholding obligations related to any award and (ii) and annual increase on January 1st of each year beginning in 2022 through 2031, by the lesser of (a) 5% of the number of shares of all classes of the Company’s common stock issue and outstanding on December 31 immediately prior to the date of increase or (b) such number of shares determined by the Board. No grants have been issued under the 2021 Plan as of June 30, 2021. Stock Options A summary of the Company’s stock option activity under the 2012, 2014, and 2021 equity incentive plans (the “Plans”) is as follows (in thousands except weighted average information): Number of Options Outstanding Weighted Average Exercise Price Per Share Outstanding at December 31, 2020 19,373 $ 2.09 Granted 114 2.00 Exercised (7,132) 1.73 Forfeited/Canceled (125) 3.96 Outstanding at June 30, 2021 12,230 $ 2.28 Exercisable at June 30, 2021 10,844 $ 2.01 As of June 30, 2021, total remaining stock-based compensation expense for unvested stock options is $6.1 million, which is expected to be recognized over a weighted average period of 1.2 years. In the six months ended June 30, 2021, there were also 115,000 options exercised related to an equity grant outside of the Plans. In April 2021, the Company approved amendment of this grant outside of the Plans, and the amendment resulted in the vesting of an additional 50,000 options. The grantee’s remaining 100,000 unvested options were cancelled and a new grant for 32,500 RSUs was concurrently issued under the 2014 equity incentive plan by the Company, which was accounted for as a stock award modification. The incremental stock-based compensation expense recorded in the three and six months ended June 30, 2021 as a result of the modification was not material to the condensed consolidated financial statements. Restricted Stock Units The Company has granted RSUs to certain employees and directors of the Company. The granted RSUs vest upon the satisfaction of both a time-based service condition and a liquidity event requirement. The time-based service condition for these awards is generally satisfied over four years. The liquidity event requirement is satisfied upon the earliest to occur of a qualifying event, defined as a change of control transaction or after a set period of time following the effective date of the Company’s IPO pursuant to an effective registration statement under the Securities Act for the offer and sale of shares by the Company. A direct listing in which the Company did not sell its equity securities would not have satisfied the liquidity event performance condition; however, on April 19, 2021, the Company’s board of directors waived the liquidity event performance condition for the 6.9 million RSUs then outstanding so those that had satisfied the service condition would vest upon the earlier of the first day of trading of the Company’s common stock on the New York Stock Exchange, or March 15, 2022. As the satisfaction of the performance condition was not probable for accounting purposes prior to the waiver, the waiver of the liquidity event performance condition resulted in the remeasurement of the modified awards at fair value on the date of the waiver, which management estimated to be $25.04 per share or approximately $172.6 million. During the three and six months ended June 30, 2021, the Company recorded stock-based compensation expense of $63.4 million related to these RSUs. On April 19, 2021, the Company also granted the CEO an RSU award, which provides for a grant of 1.4 million RSUs (“CEO Performance Award”). The CEO Performance Award consists of five vesting tranches with a vesting schedule based on achieving stock price targets ranging from $67.61 per share to $157.75, per share, which is calculated as the volume-weighted average over a 30-day trading window following the first day the Company becomes a publicly traded company, as well as satisfying certain minimum service requirements of one Tranche Number of RSUs Eligible to Vest Company Stock Price Target Minimum Service Period (in years) 1 279,600 $67.61 1 2 279,600 $82.63 2 3 279,600 $102.66 3 4 279,600 $127.70 4 5 279,600 $157.75 5 The Company estimated the grant date fair value of this award using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation. A Monte Carlo simulation model also was used to estimate a derived service period for each of the five vesting tranches, which is the measure of the expected time to achieve each of the stock price targets. The various assumptions used in the Monte Carlo simulation included an expected dividend yield of zero, expected term of ten years, estimated volatility of 59%, and a risk-free interest rate of 2%. Using these inputs, the weighted average grant date fair value was estimated to be $16.34 per share. The weighted average derived service period of each tranche was estimated to be 4.1 years and ranged from 3.2 to 5.0 years. The Company will recognize aggregate stock-based compensation expense of $22.8 million over the derived service period of each tranche using a graded attribution method. During the three and six months ended June 30, 2021, the Company recorded stock-based compensation expense of $0.6 million related to the CEO Performance Award. A summary of the Company’s RSU activity for the six months ended June 30, 2021 is as follows (in thousands, except weighted average information): Number of Shares Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2020 5,451 $ 5.75 Granted 3,010 19.85 Vested (2,278) 7.77 Forfeited/Canceled (206) 6.60 Unvested at June 30, 2021 5,977 $ 14.08 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company computes its provision (benefit) for income taxes by applying the estimated annual effective tax rate to pretax income or loss and adjusts the provision for discrete tax items recorded in the period. For the three and six months ended June 30, 2021, the Company recorded an income tax benefit of $(15.9) million and $(12.7) million, respectively. For the three and six months ended June 30, 2020, the Company recorded income tax expense of $0.2 million and $0.3 million, respectively. The effective tax rates for the three and six months ended June 30, 2021 were 23% and 24%, respectively, and the effective tax rates for the three and six months ended June 30, 2020 were 1% and 3%, respectively. The effective tax rate for the three and six months ended June 30, 2021 differed from the U.S. federal statutory tax rate of 21% primarily due to excess tax benefits relating to the exercise of non-qualified stock options and settlement of RSUs, partially offset by permanent items such as the Company’s Direct Listing costs and Section 162(m) officer compensation limitations. The effective tax rate for the three and six months ended June 30, 2020 differed from the U.S. federal statutory tax rate of 21% primarily due to the valuation allowance maintained against net U.S. federal and state deferred tax assets. During the fourth quarter of 2020, the Company released its full valuation allowance on its U.S. federal and state net deferred tax assets, as it was more likely than not that those deferred tax assets would be realized. The Company has maintained this position for the three and six months ended June 30, 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In August 2021, the Company’s board of directors approved the terms of administering the 2021 Employee Stock Purchase Plan ("ESPP"), and the first offering period of the plan is expected to commence on August 15, 2021. The Company has initially reserved 1.3 million shares of its Class A common stock for issuance and sale under the ESPP. The ESPP will allow eligible employees the option to purchase shares of the Company's Class A common stock at a 15% discount through payroll deductions of their eligible compensation, subject to certain plan limitations. The ESPP provides for six-month offering periods beginning February and August of each fiscal year. On each purchase date, eligible employees purchase the Company’s stock at a price per share equal to 85% of the lesser of (i) the fair market value of the Company’s Class A common stock on the offering date or (ii) the fair market value of the Company’s Class A common stock on the purchase date. |
Basis of Presentation, Princi_2
Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, certain information and disclosures normally included in consolidated financial statements presented in accordance with U.S. GAAP have been condensed or omitted. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on May 26, 2021 (the “Prospectus”). The consolidated balance sheet as of December 31, 2020 has been derived from our audited consolidated financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for the fair statement of the condensed consolidated financial statements. There have been no changes in the Company’s accounting policies from those disclosed in its audited consolidated financial statements and the related notes included in the Prospectus. |
Use of Estimates | The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates include revenue recognition, estimates relating to the measurement of operating lease right-of-use (“ROU”) assets and operating lease liabilities, determination of the fair value of stock-based awards, valuation of common stock in periods prior to becoming a public company, collectability of accounts receivable, impairment of long-lived assets, including goodwill, carrying value and useful lives of property and equipment and internal-use software, the amortization period for deferred commission costs, and income taxes. By their nature, estimates are subject to an inherent degree of uncertainty and actual results could differ from those estimates. The impact of the Coronavirus pandemic (“COVID-19”) continues to evolve. As a result, many of the Company’s estimates and assumptions require increased judgment and carry a higher degree of variability and volatility. As of the date these condensed consolidated financial statements are issued, the Company is not aware of any specific event or circumstance that would require an update to the Company’s estimates or judgments, or change to the carrying value of the Company’s assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the consolidated financial statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the financial statements. |
Fair Value Measurements | Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting standards describe a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: - Level 1 — Quoted prices in active markets for identical assets, liabilities, or funds. - Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. - Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of the Company’s financial instruments, including accounts receivable, accounts payable, and accrued expenses approximate fair value because of their short-term maturities. The fair value of the Company’s convertible notes with related parties as of December 31, 2020 was estimated to be approximately $36.9 million, and was based on the value of shares into which the notes convert. The value of the shares represents a Level 3 input in the fair value hierarchy. The convertible notes with related parties converted into shares of Class B common stock in connection with the Direct Listing in May 2021. Certain assets, including goodwill and intangible assets are also subject to measurement at fair value on a non-recurring basis using Level 3 inputs, but only when they are deemed to be impaired. As of June 30, 2021 and December 31, 2020, no impairments were identified on those assets required to be measured at fair value on a non-recurring basis. |
Segments and Geographic Information | The Company operates as a single operating segment. The Company’s Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, regularly reviews financial information presented on a consolidated basis for purposes of assessing financial performance and allocating resources. |
Stock-based Compensation for Awards with a Market Condition | In April 2021, the Company granted a RSU award (the “CEO Performance Award”), which included service, market, and performance based vesting conditions. The fair value of the award is determined using a Monte Carlo simulation model. The associated stock-based compensation is recorded over the requisite service period, using a graded attribution method. The requisite service period is the longer of the service period derived from the Monte Carlo simulation model and the explicit service period the CEO is required to remain employed to vest in the award. The market condition is satisfied upon achieving certain stock price targets for a period following the completion of the Company’s Direct Listing. The CEO Performance Award also contains an implied performance-based vesting condition as the CEO’s ability to earn the award is contingent upon the completion of the Direct Listing. Accordingly, no expense was recognized prior to the completion of the Company’s Direct Listing on May 26, 2021, as vesting was not considered probable for accounting purposes until the Direct Listing occurred. Provided that Ian Siegel continues to be the CEO of the Company, stock-based compensation expense is recognized over the requisite service period, regardless of whether the stock price targets are achieved. If the stock price targets are met sooner than the derived service period, the Company will accelerate the recognition of stock-based compensation expense to reflect the cumulative expense associated with the vested shares. The determination of the fair value of stock-based awards with a market condition is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If the Company had made different assumptions, its stock-based compensation expense, and its results of operations for the three and six months ended June 30, 2021 and June 30, 2020 may have been significantly different. |
Recent Accounting Pronouncements | Accounting Pronouncements Not Yet Adopted As an “emerging growth company,” the Company is allowed by the Jumpstart Our Business Startups Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing model for measuring the allowance for credit losses for financial assets measured at amortized cost (including accounts receivable) to a model that is based on the expected losses rather than incurred losses. Under the new credit loss model, lifetime expected credit losses on such financial assets are measured and recognized at each reporting date based on historical, current, and forecast information. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and in April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. These ASUs provide supplemental guidance and clarification to ASU 2016-13 and must be adopted concurrently with the adoption of ASU 2016-13, cumulatively referred to as “Topic 326.” This guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of this update on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which enhances and simplifies various aspects of income tax accounting guidance. This guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted, including adoption in an interim period. An entity that elects to early adopt ASU 2019-12 in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. The Company is currently evaluating the effects of the adoption of this update on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of this update on its consolidated financial statements. Recently Adopted Accounting Pronouncements |
Earnings Per Share | Basic and diluted net income (loss) per share are computed using the two-class method as required when there are participating securities and multiple classes of common stock. Prior to May 14, 2021, when the Company’s Series A and B redeemable convertible preferred stock converted into shares of Class B common stock, the Company’s redeemable convertible preferred stock were participating securities as the holders of the redeemable convertible preferred stock were entitled to participate in dividends with common stock. In periods of net income, net income after deducting the accretion of redeemable convertible preferred stock was attributed to common stockholders and participating securities based on their participation rights. Net losses after deducting the accretion of redeemable convertible preferred stock are not allocated to the participating securities as the participating securities do not have a contractual obligation to share in any losses. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method | The following table presents the Company’s basic net income (loss) per share (in thousands, except per share amounts): Three Months Ended Six Months Ended 2021 2020 2021 2020 Net income (loss) per share, basic: Net income (loss) $ (52,847) $ 21,323 $ (39,449) $ 10,241 Less: Accretion of redeemable convertible preferred stock (483) (956) (1,480) (1,911) Less: Undistributed earnings attributable to participating securities — (4,745) — (1,943) Net income (loss) attributable to Class A and Class B common stockholders $ (53,330) $ 15,622 $ (40,929) $ 6,387 Weighted average shares of Class A and Class B common stock outstanding 96,726 79,681 87,829 79,552 Net income (loss) per share attributable to Class A and Class B common stockholders, basic $ (0.55) $ 0.20 $ (0.47) $ 0.08 |
Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method | The following table presents the Company’s diluted net income (loss) per share (in thousands, except per share amounts): Three Months Ended Six Months Ended 2021 2020 2021 2020 Net income (loss) per share, diluted: Numerator: Net income (loss) attributable to Class A and Class B common stockholders $ (53,330) $ 15,622 $ (40,929) $ 6,387 Add: Reallocation of net income attributable to participating securities — 477 — 202 Interest on convertible notes with related parties, net of tax — 11 — — Net income (loss) attributable to Class A and Class B common stockholders, diluted $ (53,330) $ 16,110 $ (40,929) $ 6,589 Denominator: Weighted average shares of Class A and Class B common stock outstanding, basic 96,726 79,681 87,829 79,552 Effect of dilutive securities: Options to purchase common stock — 11,236 — 12,029 Convertible notes with related parties — 373 — — Weighted average shares of Class A and Class B common stock outstanding, diluted 96,726 91,290 87,829 91,581 Net income (loss) per share attributable to Class A and Class B common stockholders, diluted $ (0.55) $ 0.18 $ (0.47) $ 0.07 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the weighted average number of potentially dilutive common stock equivalents excluded from the computation of diluted net income (loss) per share because their inclusion would have been anti-dilutive (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Options to purchase common stock 15,521 6,643 17,065 5,499 Restricted stock units 6,078 3,921 5,820 3,550 Redeemable convertible preferred stock, if converted basis 11,436 — 17,784 — Convertible notes with related parties, if converted basis 1,860 — 2,457 187 Unvested early exercise common stock 61 — 31 — Total shares excluded from diluted net income (loss) per share 34,956 10,564 43,157 9,236 |
Revenue Information (Tables)
Revenue Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents the Company’s revenue streams (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Subscription $ 151,292 $ 74,002 $ 251,796 $ 169,367 Performance-based 31,668 13,653 56,536 31,580 Total revenue $ 182,960 $ 87,655 $ 308,332 $ 200,947 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consist of the following (in thousands): June 30, December 31, 2021 2020 Accrued marketing $ 18,578 $ 6,006 Accrued bonuses 6,626 11,202 Other accrued expenses 10,542 7,311 Accrued partner expenses 7,031 5,554 Accrued 401(k) contributions 1,458 2,414 Accrued commissions 5,301 3,332 Accrued indirect taxes 1,238 600 Accrued refunds and customer liabilities 3,925 2,423 Total accrued expenses $ 54,699 $ 38,842 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Total stock-based compensation expense is recorded in the Condensed Consolidated Statements of Operations as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Cost of revenue $ 737 $ 18 $ 753 $ 42 Sales and marketing 12,317 119 12,416 425 Research and development 18,573 712 19,398 1,573 General and administrative 32,739 497 33,025 1,264 Total stock-based compensation $ 64,366 $ 1,346 $ 65,592 $ 3,304 |
Schedule of Stock Options Roll Forward | A summary of the Company’s stock option activity under the 2012, 2014, and 2021 equity incentive plans (the “Plans”) is as follows (in thousands except weighted average information): Number of Options Outstanding Weighted Average Exercise Price Per Share Outstanding at December 31, 2020 19,373 $ 2.09 Granted 114 2.00 Exercised (7,132) 1.73 Forfeited/Canceled (125) 3.96 Outstanding at June 30, 2021 12,230 $ 2.28 Exercisable at June 30, 2021 10,844 $ 2.01 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | Tranche Number of RSUs Eligible to Vest Company Stock Price Target Minimum Service Period (in years) 1 279,600 $67.61 1 2 279,600 $82.63 2 3 279,600 $102.66 3 4 279,600 $127.70 4 5 279,600 $157.75 5 |
Schedule of Nonvested Restricted Stock Units Activity | A summary of the Company’s RSU activity for the six months ended June 30, 2021 is as follows (in thousands, except weighted average information): Number of Shares Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2020 5,451 $ 5.75 Granted 3,010 19.85 Vested (2,278) 7.77 Forfeited/Canceled (206) 6.60 Unvested at June 30, 2021 5,977 $ 14.08 |
Description of Business (Detail
Description of Business (Details) - USD ($) shares in Millions, $ in Millions | May 26, 2021 | May 14, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | May 25, 2021 |
Class of Stock [Line Items] | |||||
Issuance costs incurred in connection with Direct Listing | $ 31.9 | $ 34 | |||
Series A Redeemable Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock, outstanding (in shares) | 2.3 | ||||
Series B Redeemable Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock, outstanding (in shares) | 6 | ||||
Common Class B | Common Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 3.1 | 24.2 |
Basis of Presentation, Princi_3
Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2021segment | Dec. 31, 2020USD ($) | |
Class of Stock [Line Items] | ||
Number of operating segments | segment | 1 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | ||
Class of Stock [Line Items] | ||
Fair value of convertible notes with related parties | $ | $ 36.9 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Earnings Per Share - Basic (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net income (loss) per share, basic: | ||||||
Net income (loss) | $ (52,847) | $ 13,398 | $ 21,323 | $ (11,082) | $ (39,449) | $ 10,241 |
Less: Accretion of redeemable convertible preferred stock | (483) | (956) | (1,480) | (1,911) | ||
Less: Undistributed earnings attributable to participating securities | 0 | (4,745) | 0 | (1,943) | ||
Net income (loss) attributable to Class A and Class B common stockholders | $ (53,330) | $ 15,622 | $ (40,929) | $ 6,387 | ||
Weighted-average shares of common stock outstanding (in shares) | 96,726 | 79,681 | 87,829 | 79,552 | ||
Net income (loss) per share - basic (in dollars per share) | $ (0.55) | $ 0.20 | $ (0.47) | $ 0.08 |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Schedule of Earnings Per Share - Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||
Net income (loss) attributable to Class A and Class B common stockholders | $ (53,330) | $ 15,622 | $ (40,929) | $ 6,387 |
Reallocation of net income attributable to participating securities | 0 | 477 | 0 | 202 |
Interest on convertible notes with related parties, net of tax | 11 | |||
Net income (loss) attributable to Class A and Class B common stockholders, diluted | $ (53,330) | $ 16,110 | $ (40,929) | $ 6,589 |
Denominator: | ||||
Weighted-average shares of common stock outstanding (in shares) | 96,726 | 79,681 | 87,829 | 79,552 |
Effect of dilutive securities: | ||||
Options to purchase common stock (in shares) | 0 | 11,236 | 0 | 12,029 |
Convertible notes with related parties (in shares) | 0 | 373 | 0 | 0 |
Weighted average shares of Class A and Class B common stock outstanding, diluted (in shares) | 96,726 | 91,290 | 87,829 | 91,581 |
Net income (loss) per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | $ (0.55) | $ 0.18 | $ (0.47) | $ 0.07 |
Net Income (Loss) Per Share -_3
Net Income (Loss) Per Share - Schedule of Antidilutive Options (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted net income (loss) per share (in shares) | 34,956 | 10,564 | 43,157 | 9,236 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted net income (loss) per share (in shares) | 15,521 | 6,643 | 17,065 | 5,499 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted net income (loss) per share (in shares) | 6,078 | 3,921 | 5,820 | 3,550 |
Redeemable convertible preferred stock, if converted basis | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted net income (loss) per share (in shares) | 11,436 | 0 | 17,784 | 0 |
Convertible notes with related parties, if converted basis | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted net income (loss) per share (in shares) | 1,860 | 0 | 2,457 | 187 |
Unvested early exercise common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted net income (loss) per share (in shares) | 61 | 0 | 31 | 0 |
Revenue Information - Narrative
Revenue Information - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($)revenueStream | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)revenueStream | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |||||
Number of revenue streams | revenueStream | 2 | 2 | |||
Revenue that was included in deferred revenue balances | $ 15,500,000 | $ 14,400,000 | $ 11,400,000 | $ 13,900,000 | |
Contract assets | 0 | 0 | $ 0 | ||
Revenue recognized from performance obligations satisfied in previous periods | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue Information - Schedule
Revenue Information - Schedule of Revenue Streams (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 182,960 | $ 87,655 | $ 308,332 | $ 200,947 |
Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 151,292 | 74,002 | 251,796 | 169,367 |
Performance-based | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 31,668 | $ 13,653 | $ 56,536 | $ 31,580 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued marketing | $ 18,578 | $ 6,006 |
Accrued bonuses | 6,626 | 11,202 |
Other accrued expenses | 10,542 | 7,311 |
Accrued partner expenses | 7,031 | 5,554 |
Accrued 401(k) contributions | 1,458 | 2,414 |
Accrued commissions | 5,301 | 3,332 |
Accrued indirect taxes | 1,238 | 600 |
Accrued refunds and customer liabilities | 3,925 | 2,423 |
Total accrued expenses | $ 54,699 | $ 38,842 |
Credit Facility (Details)
Credit Facility (Details) - Line of Credit - USD ($) | 1 Months Ended | |
Apr. 30, 2021 | Jun. 30, 2021 | |
Line of Credit Facility [Line Items] | ||
Line of credit facility | $ 250,000,000 | |
Maximum cash and permitted investments adjustment | $ 100,000,000 | |
Line of credit, amount available | $ 243,700,000 | |
Minimum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee (as a percent) | 0.25% | |
Maximum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee (as a percent) | 0.35% | |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Long-term debt outstanding | 0 | |
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Long-term debt outstanding | $ 6,300,000 |
Convertible Notes with Relate_2
Convertible Notes with Related Parties (Details) - Convertible Subordinated Debt - Affiliated Entity - USD ($) $ / shares in Units, shares in Millions | May 26, 2021 | Jun. 22, 2020 |
Related Party Transaction [Line Items] | ||
Convertible notes issued | $ 25,000,000 | |
Convertible debt, threshold percentage of stock price trigger (as a percent) | 75.00% | |
Convertible debt, conversion price (in dollars per share) | $ 8.2909 | $ 8.2909 |
Long-term debt outstanding | $ 25,600,000 | |
Common Class B | ||
Related Party Transaction [Line Items] | ||
Convertible debt, shares converted (in shares) | 3.1 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Accrued liability for indemnification arrangements | $ 0 |
Common Stock and Redeemable C_2
Common Stock and Redeemable Convertible Preferred Stock (Details) $ / shares in Units, $ in Millions | May 26, 2021shares | May 14, 2021shares | May 31, 2021USD ($)shares | Jan. 31, 2021USD ($)shares | Jun. 30, 2021vote$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | ||||||
Common stock, authorized (in shares) | 1,450,000,000 | |||||
Preferred stock, authorized (in shares) | 50,000,000 | 0 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||||
Common shares repurchased (in shares) | 100,000 | 50,000 | ||||
Common shares repurchased, amount | $ | $ 2.3 | $ 0.5 | ||||
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Common stock, authorized (in shares) | 700,000,000 | 0 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||||
Number of votes entitled per share | vote | 1 | |||||
Common Class B | ||||||
Class of Stock [Line Items] | ||||||
Common stock, authorized (in shares) | 700,000,000 | 137,800,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | |||||
Number of votes entitled per share | vote | 20 | |||||
Common Class B | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 3,100,000 | 24,200,000 |
Stock-Based Compensation - Tota
Stock-Based Compensation - Total Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 64,366 | $ 1,346 | $ 65,592 | $ 3,304 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 737 | 18 | 753 | 42 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 12,317 | 119 | 12,416 | 425 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 18,573 | 712 | 19,398 | 1,573 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 32,739 | $ 497 | $ 33,025 | $ 1,264 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 19, 2021 | Apr. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | May 14, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total remaining stock-based compensation expense for unvested stock options | $ 6,100 | $ 6,100 | ||||||
Stock based compensation, weighted average period of recognition | 1 year 2 months 12 days | |||||||
Issuance of common stock upon exercise of options (in shares) | 115,000 | |||||||
Options vested during period (in shares) | 50,000 | |||||||
Nonvested options cancelled (in shares) | 100,000 | |||||||
Total stock-based compensation | $ 64,366 | $ 1,346 | $ 65,592 | $ 3,304 | ||||
Equity Incentive Plan 2021 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares initially reserved for issuance (in shares) | 10,700,000 | |||||||
Shares reserved for issuance as a percent of common stock issued and outstanding (as a percent) | 5.00% | |||||||
Stock granted under 2021 Plan (in shares) | 0 | |||||||
Restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock based compensation, weighted average period of recognition | 1 year 6 months | |||||||
Restricted stock units granted (in shares) | 32,500 | 3,010,000 | ||||||
Service period | 4 years | |||||||
RSUs outstanding (in shares) | 6,900,000 | 5,977,000 | 5,977,000 | 5,451,000 | ||||
Fair value of RSUs (in dollars per share) | $ 25.04 | |||||||
Value of RSUs | $ 172,600 | |||||||
Total stock-based compensation | $ 63,400 | $ 63,400 | ||||||
Weighted average grant date fair value (in dollars per share) | $ 14.08 | $ 14.08 | $ 5.75 | |||||
Unrecognized stock based compensation expense | $ 108,200 | $ 108,200 | ||||||
Restricted stock units | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock based compensation, weighted average period of recognition | 3 years 10 months 24 days | |||||||
Restricted stock units granted (in shares) | 1,400,000 | |||||||
Total stock-based compensation | 600 | $ 600 | ||||||
Trading window (in days) | 30 days | |||||||
Expiration period | 10 years | |||||||
Aggregate stock based compensation expense over derived service period | $ 22,800 | |||||||
Unrecognized stock based compensation expense | $ 22,200 | $ 22,200 | ||||||
Restricted stock units | Chief Executive Officer | Monte Carlo Simulation | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period | 4 years 1 month 6 days | |||||||
Fair value assumptions, expected dividend yield | 0.00% | |||||||
Fair value assumptions, expected term | 10 years | |||||||
Fair value assumptions, estimated volatility (as a percent) | 59.00% | |||||||
Fair value assumptions, risk-free rate (as a percent) | 2.00% | |||||||
Weighted average grant date fair value (in dollars per share) | $ 16.34 | $ 16.34 | ||||||
Restricted stock units | Chief Executive Officer | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period | 1 year | |||||||
RSUs vested in period, amount per share (in dollars per share) | $ 67.61 | |||||||
Restricted stock units | Chief Executive Officer | Minimum | Monte Carlo Simulation | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period | 3 years 2 months 12 days | |||||||
Restricted stock units | Chief Executive Officer | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period | 5 years | |||||||
RSUs vested in period, amount per share (in dollars per share) | $ 157.75 | |||||||
Restricted stock units | Chief Executive Officer | Maximum | Monte Carlo Simulation | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period | 5 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 6 Months Ended |
Jun. 30, 2021 | |
Number of Options Outstanding | |
Exercised (in shares) | (115,000) |
Equity Incentive Plans, 2012, 2014, 2021 | |
Number of Options Outstanding | |
Beginning balance (in shares) | 19,373,000 |
Granted (in shares) | 114,000 |
Exercised (in shares) | (7,132,000) |
Forfeited/cancelled (in shares) | (125,000) |
Ending balance (in shares) | 12,230,000 |
Exercisable (in shares) | 10,844,000 |
Weighted Average Exercise Price Per Share | |
Beginning balance, outstanding (in dollars per share) | $ 2.09 |
Granted (in dollars per share) | 2 |
Exercised (in dollars per share) | 1.73 |
Forfeited/Cancelled (in dollars per share) | 3.96 |
Ending balance, outstanding (in dollars per share) | 2.28 |
Exercisable (in dollars per share) | $ 2.01 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of RSU Information (Details) - Restricted stock units - $ / shares | 6 Months Ended | ||
Jun. 30, 2021 | Apr. 19, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSUs Eligible to Vest (in shares) | 5,977,000 | 6,900,000 | 5,451,000 |
Minimum Service Period (in years) | 4 years | ||
Tranche 1 | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSUs Eligible to Vest (in shares) | 279,600 | ||
Company Stock Price Target (in dollars per share) | $ 67.61 | ||
Minimum Service Period (in years) | 1 year | ||
Tranche 2 | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSUs Eligible to Vest (in shares) | 279,600 | ||
Company Stock Price Target (in dollars per share) | $ 82.63 | ||
Minimum Service Period (in years) | 2 years | ||
Tranche 3 | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSUs Eligible to Vest (in shares) | 279,600 | ||
Company Stock Price Target (in dollars per share) | $ 102.66 | ||
Minimum Service Period (in years) | 3 years | ||
Tranche 4 | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSUs Eligible to Vest (in shares) | 279,600 | ||
Company Stock Price Target (in dollars per share) | $ 127.70 | ||
Minimum Service Period (in years) | 4 years | ||
Tranche 5 | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSUs Eligible to Vest (in shares) | 279,600 | ||
Company Stock Price Target (in dollars per share) | $ 157.75 | ||
Minimum Service Period (in years) | 5 years |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity (Details) - Restricted stock units - $ / shares | Apr. 19, 2021 | Apr. 30, 2021 | Jun. 30, 2021 |
Number of Shares | |||
Beginning balance (in shares) | 5,451,000 | ||
Granted (in shares) | 32,500 | 3,010,000 | |
Vested (in shares) | (2,278,000) | ||
Forfeited/Canceled (in shares) | (206,000) | ||
Ending balance (in shares) | 6,900,000 | 5,977,000 | |
Weighted Average Grant Date Fair Value Per Share | |||
Beginning balance (in dollars per share) | $ 5.75 | ||
Granted (in dollars per share) | 19.85 | ||
Vested (in dollars per share) | 7.77 | ||
Forfeited/Canceled (in dollars per share) | 6.60 | ||
Ending balance (in dollars per share) | $ 14.08 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (15,917) | $ 165 | $ (12,672) | $ 332 |
Effective income tax rate (as a percent) | 23.00% | 1.00% | 24.00% | 3.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Employee Stock | 1 Months Ended |
Aug. 31, 2021shares | |
Subsequent Event [Line Items] | |
Shares initially reserved for issuance (in shares) | 1,300,000 |
ESPP discount percentage from market price, beginning of purchase period (as a percent) | 15.00% |
ESPP purchase price of common stock, percent of market price (as a percent) | 85.00% |