Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2022 shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2022 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q3 |
Trading Symbol | EVER |
Entity Registrant Name | EverQuote, Inc. |
Entity Central Index Key | 0001640428 |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Shell Company | false |
Document Quarterly Report | true |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Title of 12(b) Security | Class A Common Stock, $0.001 Par Value Per Share |
Entity Address, State or Province | MA |
Security Exchange Name | NASDAQ |
Entity Interactive Data Current | Yes |
Document Transition Report | false |
Entity File Number | 001-38549 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 26-3101161 |
Entity Address, Address Line One | 210 Broadway |
Entity Address, City or Town | Cambridge |
Entity Address, Postal Zip Code | 02139 |
City Area Code | 855 |
Local Phone Number | 522-3444 |
Common Class A [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 25,985,527 |
Common Class B [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 6,169,774 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 36,591 | $ 34,851 |
Accounts receivable, net | 40,424 | 35,659 |
Prepaid expenses and other current assets | 15,469 | 14,184 |
Total current assets | 92,484 | 84,694 |
Property and equipment, net | 6,277 | 5,796 |
Goodwill | 21,501 | 21,501 |
Acquired intangible assets, net | 8,526 | 10,229 |
Operating lease right-of-use assets | 6,431 | 7,291 |
Other assets | 28,609 | 14,096 |
Total assets | 163,828 | 143,607 |
Current liabilities: | ||
Accounts payable | 37,139 | 29,599 |
Accrued expenses and other current liabilities | 9,953 | 13,015 |
Deferred revenue | 1,890 | 2,096 |
Operating lease liabilities | 2,953 | 2,696 |
Total current liabilities | 51,935 | 47,406 |
Operating lease liabilities, net of current portion | 4,233 | 5,531 |
Other long-term liabilities | 418 | 5,545 |
Total liabilities | 56,586 | 58,482 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 260,818 | 222,730 |
Accumulated other comprehensive income (loss) | (41) | 10 |
Accumulated deficit | (153,567) | (137,645) |
Total stockholders' equity | 107,242 | 85,125 |
Total liabilities and stockholders' equity | 163,828 | 143,607 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | 26 | 24 |
Class B Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | $ 6 | $ 6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 220,000,000 | 220,000,000 |
Common stock, shares issued | 25,985,527 | 23,544,995 |
Common stock, shares outstanding | 25,985,527 | 23,544,995 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 6,169,774 | 6,407,678 |
Common stock, shares outstanding | 6,169,774 | 6,407,678 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 103,223 | $ 107,563 | $ 315,819 | $ 316,448 |
Cost and operating expenses: | ||||
Cost of revenue | 5,877 | 5,994 | 17,920 | 17,758 |
Sales and marketing | 89,098 | 92,545 | 273,102 | 265,724 |
Research and development | 7,832 | 9,259 | 24,273 | 26,885 |
General and administrative | 7,102 | 6,731 | 21,400 | 18,527 |
Acquisition-related | (96) | 819 | (4,767) | 1,005 |
Total cost and operating expenses | 109,813 | 115,348 | 331,928 | 329,899 |
Loss from operations | (6,590) | (7,785) | (16,109) | (13,451) |
Other income (expense): | ||||
Interest income | 113 | 9 | 158 | 33 |
Other income (expense), net | 26 | (6) | 29 | (46) |
Total other income (expense), net | 139 | 3 | 187 | (13) |
Loss before income taxes | (6,451) | (7,782) | (15,922) | (13,464) |
Benefit from income taxes | 2,510 | 2,510 | ||
Net loss | $ (6,451) | $ (5,272) | $ (15,922) | $ (10,954) |
Earnings Per Share, Basic | $ (0.20) | $ (0.18) | $ (0.51) | $ (0.38) |
Net loss per share, diluted | $ (0.20) | $ (0.18) | $ (0.51) | $ (0.38) |
Weighted average common shares outstanding, basic | 32,008 | 29,277 | 31,357 | 28,871 |
Weighted average common shares outstanding, diluted | 32,008 | 29,277 | 31,357 | 28,871 |
Net loss | $ (6,451) | $ (5,272) | $ (15,922) | $ (10,954) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (32) | (10) | (51) | 12 |
Comprehensive loss | $ (6,483) | $ (5,282) | $ (15,973) | $ (10,942) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Private Placement [Member] | Common Stock [Member] Class A Common Stock [Member] | Common Stock [Member] Class A Common Stock [Member] Private Placement [Member] | Common Stock [Member] Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Private Placement [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2020 | $ 70,982 | $ 21 | $ 7 | $ 189,172 | $ (7) | $ (118,211) | |||
Beginning balance, shares at Dec. 31, 2020 | 20,784,065 | 7,429,502 | |||||||
Issuance of common stock upon exercise of stock options | 1,272 | 1,272 | |||||||
Issuance of common stock upon exercise of stock options, shares | 213,317 | ||||||||
Net issuance of common stock upon vesting of restricted stock units, shares | 332,311 | ||||||||
Stock-based compensation expense | 7,520 | 7,520 | |||||||
Transfer of Class B common stock to Class A common stock | $ 1 | $ (1) | |||||||
Transfer of Class B common stock to Class A common stock, shares | 1,021,824 | (1,021,824) | |||||||
Foreign currency translation adjustment | 15 | 15 | |||||||
Net loss | (3,801) | (3,801) | |||||||
Ending balance at Mar. 31, 2021 | 75,988 | $ 22 | $ 6 | 197,964 | 8 | (122,012) | |||
Ending balance, shares at Mar. 31, 2021 | 22,351,517 | 6,407,678 | |||||||
Beginning balance at Dec. 31, 2020 | 70,982 | $ 21 | $ 7 | 189,172 | (7) | (118,211) | |||
Beginning balance, shares at Dec. 31, 2020 | 20,784,065 | 7,429,502 | |||||||
Net loss | (10,954) | ||||||||
Ending balance at Sep. 30, 2021 | 86,048 | $ 23 | $ 6 | 215,179 | 5 | (129,165) | |||
Ending balance, shares at Sep. 30, 2021 | 23,176,001 | 6,407,678 | |||||||
Beginning balance at Dec. 31, 2020 | 70,982 | $ 21 | $ 7 | 189,172 | (7) | (118,211) | |||
Beginning balance, shares at Dec. 31, 2020 | 20,784,065 | 7,429,502 | |||||||
Net loss | (19,400) | ||||||||
Ending balance at Dec. 31, 2021 | 85,125 | $ 24 | $ 6 | 222,730 | 10 | (137,645) | |||
Ending balance, shares at Dec. 31, 2021 | 23,544,995 | 6,407,678 | |||||||
Beginning balance at Mar. 31, 2021 | 75,988 | $ 22 | $ 6 | 197,964 | 8 | (122,012) | |||
Beginning balance, shares at Mar. 31, 2021 | 22,351,517 | 6,407,678 | |||||||
Issuance of common stock upon exercise of stock options | 452 | 452 | |||||||
Issuance of common stock upon exercise of stock options, shares | 56,786 | ||||||||
Net issuance of common stock upon vesting of restricted stock units | $ 1 | (1) | |||||||
Net issuance of common stock upon vesting of restricted stock units, shares | 260,340 | ||||||||
Stock-based compensation expense | 7,089 | 7,089 | |||||||
Foreign currency translation adjustment | 7 | 7 | |||||||
Net loss | (1,881) | (1,881) | |||||||
Ending balance at Jun. 30, 2021 | 81,655 | $ 23 | $ 6 | 205,504 | 15 | (123,893) | |||
Ending balance, shares at Jun. 30, 2021 | 22,668,643 | 6,407,678 | |||||||
Issuance of common stock upon exercise of stock options | 1,367 | 1,367 | |||||||
Issuance of common stock upon exercise of stock options, shares | 187,386 | ||||||||
Vesting of restricted stock units, shares | 300,388 | ||||||||
Issuance of common stock to settle contingent consideration liability | 19,584 | ||||||||
Stock-based compensation expense | 8,308 | 8,308 | |||||||
Foreign currency translation adjustment | (10) | (10) | |||||||
Net loss | (5,272) | (5,272) | |||||||
Ending balance at Sep. 30, 2021 | 86,048 | $ 23 | $ 6 | 215,179 | 5 | (129,165) | |||
Ending balance, shares at Sep. 30, 2021 | 23,176,001 | 6,407,678 | |||||||
Beginning balance at Dec. 31, 2021 | 85,125 | $ 24 | $ 6 | 222,730 | 10 | (137,645) | |||
Beginning balance, shares at Dec. 31, 2021 | 23,544,995 | 6,407,678 | |||||||
Private placement of common stock | $ 15,000 | $ 1 | $ 14,999 | ||||||
Private placement of common stock, shares | 1,004,016 | ||||||||
Issuance of common stock upon exercise of stock options | 558 | 558 | |||||||
Issuance of common stock upon exercise of stock options, shares | 92,975 | ||||||||
Net issuance of common stock upon vesting of restricted stock units, shares | 307,953 | ||||||||
Stock-based compensation expense | 7,464 | 7,464 | |||||||
Foreign currency translation adjustment | 10 | 10 | |||||||
Net loss | (5,715) | (5,715) | |||||||
Ending balance at Mar. 31, 2022 | 102,442 | $ 25 | $ 6 | 245,751 | 20 | (143,360) | |||
Ending balance, shares at Mar. 31, 2022 | 24,949,939 | 6,407,678 | |||||||
Beginning balance at Dec. 31, 2021 | 85,125 | $ 24 | $ 6 | 222,730 | 10 | (137,645) | |||
Beginning balance, shares at Dec. 31, 2021 | 23,544,995 | 6,407,678 | |||||||
Net loss | (15,922) | ||||||||
Ending balance at Sep. 30, 2022 | 107,242 | $ 26 | $ 6 | 260,818 | (41) | (153,567) | |||
Ending balance, shares at Sep. 30, 2022 | 25,985,527 | 6,169,774 | |||||||
Beginning balance at Mar. 31, 2022 | 102,442 | $ 25 | $ 6 | 245,751 | 20 | (143,360) | |||
Beginning balance, shares at Mar. 31, 2022 | 24,949,939 | 6,407,678 | |||||||
Issuance of common stock upon exercise of stock options | 50 | $ 1 | 49 | ||||||
Issuance of common stock upon exercise of stock options, shares | 6,602 | ||||||||
Net issuance of common stock upon vesting of restricted stock units | (51) | (51) | |||||||
Net issuance of common stock upon vesting of restricted stock units, shares | 342,028 | ||||||||
Stock-based compensation expense | 7,596 | 7,596 | |||||||
Transfer of Class B common stock to Class A common stock, shares | 237,904 | (237,904) | |||||||
Foreign currency translation adjustment | (29) | (29) | |||||||
Net loss | (3,756) | (3,756) | |||||||
Ending balance at Jun. 30, 2022 | 106,252 | $ 26 | $ 6 | 253,345 | (9) | (147,116) | |||
Ending balance, shares at Jun. 30, 2022 | 25,536,473 | 6,169,774 | |||||||
Issuance of common stock upon exercise of stock options | 122 | 122 | |||||||
Issuance of common stock upon exercise of stock options, shares | 16,401 | ||||||||
Net issuance of common stock upon vesting of restricted stock units | 136 | 136 | |||||||
Net issuance of common stock upon vesting of restricted stock units, shares | 432,653 | ||||||||
Stock-based compensation expense | 7,215 | 7,215 | |||||||
Foreign currency translation adjustment | (32) | (32) | |||||||
Net loss | (6,451) | (6,451) | |||||||
Ending balance at Sep. 30, 2022 | $ 107,242 | $ 26 | $ 6 | $ 260,818 | $ (41) | $ (153,567) | |||
Ending balance, shares at Sep. 30, 2022 | 25,985,527 | 6,169,774 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (15,922) | $ (10,954) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 4,326 | 3,608 |
Stock-based compensation expense | 22,363 | 22,957 |
Change in fair value of contingent consideration liabilities | (4,767) | 136 |
Deferred taxes | (2,510) | |
Provision for (recovery of) bad debt | 112 | (50) |
Unrealized foreign currency transaction (gains) losses | (34) | 15 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | (4,877) | 1,662 |
Prepaid expenses and other current assets | (1,296) | (941) |
Operating lease right-of-use assets | 1,951 | 2,036 |
Other assets | (14,763) | (1,089) |
Accounts payable | 7,620 | (8,622) |
Accrued expenses and other current liabilities | (3,266) | 9,815 |
Deferred revenue | (206) | 23 |
Operating lease liabilities | (2,134) | (2,068) |
Other long-term liabilities | 30 | |
Net cash provided by (used in) operating activities | (10,893) | 14,048 |
Cash flows from investing activities: | ||
Acquisition of property and equipment, including costs capitalized for development of internal-use software | (3,219) | (2,275) |
Acquisition of business | (15,955) | |
Net cash used in investing activities | (3,219) | (18,230) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 730 | 3,091 |
Proceeds from private placement of common stock | 15,000 | |
Tax withholding payments related to net share settlement | (79) | |
Net cash provided by financing activities | 15,651 | 3,091 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (49) | (6) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 1,490 | (1,097) |
Cash, cash equivalents and restricted cash at beginning of period | 35,101 | 43,120 |
Cash, cash equivalents and restricted cash at end of period | 36,591 | 42,023 |
Supplemental disclosure of non-cash investing and financing information: | ||
Acquisition of property and equipment included in accounts payable | 27 | 47 |
Operating lease liabilities arising from obtaining right-of-use assets | 1,096 | 383 |
Fair value of contingent consideration in connection with acquisition included in accrued expenses and other long-term liabilities | 3,784 | |
Issuance of Class A common stock in settlement of stock-based compensation liability | 164 | |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 36,591 | 41,773 |
Restricted cash (included in other assets) | 250 | |
Cash, cash equivalents and restricted cash at end of period | $ 36,591 | $ 42,023 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation EverQuote, Inc. (the “Company”) was incorporated in the state of Delaware in 2008. Through its internet websites, the Company operates an online marketplace for consumers shopping for auto, home and renters, life and health insurance. The Company generates revenue primarily by selling consumer referrals to insurance provider customers, consisting of carriers and agents, and indirect distributors in the United States. The Company also generates revenue from commission fees paid by insurance provider customers for insurance policies it sells to consumers. The Company is subject to a number of risks and uncertainties common to companies in similar industries and stages of development including, but not limited to, rapid technological changes, competition from substitute products and services from larger companies, protection of proprietary technology, customer concentration, patent litigation, the need to obtain additional financing to support growth and dependence on third parties and key individuals. In addition, the Company is subject to risks and uncertainties relating to the ongoing coronavirus (“COVID-19”) pandemic. The COVID-19 pandemic has had a significant adverse impact on global commercial activity and has created significant volatility in financial markets. Many governmental authorities implemented travel bans and restrictions, quarantines, shelter-in-place orders, business limitations and shutdowns and other measures to attempt to contain the spread of the virus. Government recommendations and requirements are continuing to change and there remains significant uncertainty as to the breadth and duration of business disruptions related to COVID-19, as well as its impact on the global economy and consumer confidence. Work-from-home and other measures have introduced additional operational risks, including cybersecurity risks, and may adversely affect the way the Company and its customers and insurance providers conduct business. The extent to which the COVID-19 pandemic impacts the Company’s workforce, business, financial condition, results of operations and the Company’s use of estimates in preparation of its consolidated financial statements will depend on future developments, which are highly uncertain and cannot be predicted at this time. The accompanying condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Since inception, the Company has incurred operating losses, including net losses of $ 15.9 million for the nine months ended September 30, 2022 and $ 19.4 million for the year ended December 31, 2021. As of September 30, 2022, the Company had an accumulated deficit of $ 153.6 million. As of the issuance date of these condensed consolidated financial statements, the Company expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of the condensed consolidated financial statements, without considering borrowing availability under the Company’s credit facility. The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The condensed consolidated balance sheet at December 31, 2021 was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 on file with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2022 and results of operations for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021 have been made. The Company’s results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022 or any other period. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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 periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition and the valuation of commissions and accounts receivable, the expensing and capitalization of website and software development costs, goodwill and acquired intangible assets, the contingent consideration liabilities, the valuation of stock-based awards and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in periods in which they become known. Actual results may differ from those estimates or assumptions. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of these condensed consolidated financial statements. These estimates may change, as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Concentrations of Credit Risk and of Significant Customers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts and commissions receivable. The Company maintains its cash and cash equivalents at accredited financial institutions. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company sells its consumer referrals to insurance provider customers, consisting of carriers and agents, and indirect distributors in the United States and receives commissions from insurance provider customers for insurance policies sold. For the three months ended September 30, 2022 , two customers represented 30 % and 10 %, respectively, of total revenue. For the nine months ended September 30, 2022 , two customers represented 21 % and 11 %, respectively, of total revenue. For the three months ended September 30, 2021 , one customer represented 17 % of total revenue. For the nine months ended September 30, 2021 , one customer represented 18 % of total revenue. As of September 30, 2022 , one customer accounted for 29 % of the accounts receivable and commissions receivable balance. As of December 31, 2021, one customer accounted for 12 % of the total accounts and commissions receivable balance. 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. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and contingent consideration liabilities are carried at fair value, determined according to the fair value hierarchy described above (see Note 4). The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. Commissions receivable are recorded at constrained lifetime values. Restricted Cash As of December 31, 2021, restricted cash consisted of $ 0.3 million deposited in a separate restricted bank account as a security deposit for the Company’s corporate credit cards. Restricted cash was classified within other assets. The restricted cash was released to the Company in January 2022 and as a result, as of September 30, 2022 , the Company no longer maintains a restricted cash balance. Accounts Receivable The Company provides credit to customers in the ordinary course of business and believes its credit policies are prudent and reflect industry practices and business risk. The Company monitors economic conditions to identify facts or circumstances that may indicate that its receivables are at risk of collection. The Company provides reserves against accounts receivable for estimated losses, if any, that may result from a customer’s inability to pay based on the composition of its accounts receivable, current economic conditions, and historical credit loss activity. Amounts determined to be uncollectible are charged or written-off against the reserve. As of September 30, 2022 and December 31, 2021, the Company’s allowance for credit losses was $ 0.1 million and less than $ 0.1 million, respectively. During the three and nine months ended September 30, 2022 and 2021, the Company wrote off an insignificant amount of uncollectible accounts. Revenue Recognition The Company derives its revenue primarily by selling consumer referrals to its insurance provider customers, including insurance carriers, agents and indirect distributors. The Company also generates revenue from commission fees for the sale of policies, primarily in its health and automotive verticals. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when collectability of the consideration to which the Company is entitled in exchange for the goods or services it transfers to the customer is determined to be probable. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. Referral Revenue The Company recognizes referral revenue when it satisfies its performance obligations by delivering the referrals to its customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those referrals. Commission Revenue The Company’s commission revenue consists of the estimated constrained lifetime values (the “constrained LTVs”) of commission payments the Company expects to receive from health insurance carriers and auto insurance carriers on the sale of insurance policies to consumers and renewals of such policies. Commission revenue is recognized upon satisfaction of the Company’s performance obligation. The Company considers its performance obligation related to commissions for both the initial policy sale and future renewals of the policy to be satisfied upon submission of the policy application. Therefore, a significant portion of the commission revenue the Company records upon satisfaction of its performance obligation is paid by the Company’s insurance provider customer over a multi-year time frame as policyholders renew and pay the insurance provider for their policies. The current portion of commissions receivable consists of estimated commissions on new policies sold and estimated renewal commissions on policies expected to be renewed within one year, while the non-current portion of commissions receivable are commissions for estimated renewals expected to be renewed beyond one year. Commission revenue represented approximately 9 % and 12 % of total revenue in the three and nine months ended September 30, 2022, respectively, and less than 10 % of total revenue in the three and nine months ended September 30, 2021. The Company estimates commission revenue for each health insurance product by using a portfolio approach to a group of policies by product type and the application submission date of the relevant policy, which are referred to as “cohorts.” The Company’s estimate of constrained LTVs is based on an analysis of historical commission payment trends for relevant policies to establish an expected lifetime value and incorporates management’s judgment in interpreting those trends to calculate LTVs and to apply constraints to such LTVs. Significant factors impacting historical trends include carrier mix, average policy duration and conversion rates of paying policies. Commission revenue from auto insurance carriers consists of constrained LTVs of commission payments the Company expects to receive for selling an insurance policy based on the effective date of the policy. The Company’s estimate of constrained LTVs is based on an analysis of historical commission payment trends for relevant policies to establish an expected lifetime value and incorporates management’s judgment in interpreting those trends to calculate LTVs and to apply constraints to such LTVs. The most significant factor impacting historical trends is average policy duration. The Company applies a constraint to its estimated LTVs to only recognize the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future. To the extent that commission payment trends change or the underlying factors impacting commission payments change, the Company’s estimate of constrained LTVs could be materially impacted. To the extent the Company makes changes to its estimates of constrained LTVs, it recognizes any material impact of the change to commission revenue in the reporting period in which the change is made, including revisions of estimated lifetime commissions either below or in excess of previously estimated constrained LTVs recognized as an adjustment to revenue and the related contract asset. The Company recognizes revenue for new policies by applying the latest estimated constrained LTV for that product. Disaggregated Revenue The Company presents disaggregated revenue from contracts with customers by distribution channel, as the distribution channel impacts the nature and amount of the Company’s revenue, and by vertical market segment. The Company’s direct distribution channel consists of insurance carriers and third-party agents. The Company’s indirect distribution channel consists of insurance aggregators and media networks who purchase referrals with the intent to resell. Revenue generated via the Company’s direct distribution channel is generally higher per referral than revenue generated by the Company’s indirect distribution channels and provides the Company with additional insights and data regarding insurance provider demand and referral performance. Total revenue is comprised of revenue from the following distribution channels: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Direct channels 85 % 89 % 86 % 90 % Indirect channels 15 % 11 % 14 % 10 % 100 % 100 % 100 % 100 % Total revenue is comprised of revenue from the following insurance verticals (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Automotive $ 88,150 $ 89,666 $ 257,200 $ 260,505 Other 15,073 17,897 58,619 55,943 Total Revenue $ 103,223 $ 107,563 $ 315,819 $ 316,448 The Company elected to apply the practical expedient in ASC 606 to expense incremental direct costs of obtaining a contract, consisting of sales commissions, as incurred as the expected period of benefit of the sales commissions is one year or less. As of September 30, 2022 and December 31, 2021, the Company had not capitalized any costs to obtain any of its contracts. Deferred Revenue Amounts received for referrals prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the accompanying consolidated balance sheets. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue. Deferred revenue was $ 2.1 million as of December 31, 2021. During the nine months ended September 30, 2022, the Company recognized revenue of $ 1.5 million that was included in the contract liability balance (deferred revenue) at December 31, 2021. The Company recognizes deferred revenue by first allocating from the beginning deferred revenue balance to the extent that the beginning deferred revenue balance exceeds the revenue to be recognized. Billings during the period are added to the deferred revenue balance to be recognized in future periods. Commissions Receivable Commissions receivable are contract assets that represent estimated variable consideration for commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of commissions receivable (included within prepaid expenses and other current assets) are estimated commissions expected to be received within one year, while the non-current portion of commissions receivable (included within other assets (non-current)) are expected to be received beyond one year. The current and non-current portions of commissions receivable are as follows (in thousands): September 30, December 31, 2022 2021 Commissions receivable, current portion (included in $ 10,215 $ 9,285 Commissions receivable, non-current portion (included in 28,159 13,415 $ 38,374 $ 22,700 A portion of the Company’s commissions receivable contract asset was recorded as part of the purchase price allocation for the Company’s two acquisitions (see Note 3). The Company assesses impairment for uncollectible consideration when information available indicates it is probable that an asset has been impaired. There were no impairments recorded during the three and nine months ended September 30, 2022 or 2021. While the Company is exposed to credit losses due to the non-payment by insurance carriers, it considers the risk of this to be remote. Advertising Expense Advertising expense consists of variable costs that are related to attracting consumers to the Company’s marketplace and generating consumer quote requests, including through its verified partner network, and promoting its marketplace to insurance carriers and agents. The Company expenses advertising costs as incurred and such costs are included in sales and marketing expense in the accompanying consolidated statements of operations and comprehensive loss. During the three months ended September 30, 2022 and 2021, advertising expense totaled $ 71.4 million and $ 75.2 million, respectively. During the nine months ended September 30, 2022 and 2021, advertising expense totaled $ 216.6 million and $ 219.8 million, respectively. Net Income (Loss) per Share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted stock units. For periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and Class B common stock are equivalent. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: September 30, 2022 2021 Options to purchase common stock 1,982,534 1,708,947 Unvested restricted stock units 3,020,882 2,796,380 5,003,416 4,505,327 The table above does not include shares of Class A common stock issuable upon settlement of contingent consideration for the Company’s two acquisitions (see Note 3). Such shares are also not included in the Company’s calculation of basic or diluted net loss per common share. Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers , as if it had originated the contracts. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The amendments in this update are to be applied prospectively to business combinations occurring on or after the effective date. The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820), which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The guidance includes disclosure requirements including the fair value of equity securities subject to contractual sale restrictions included in the balance sheet, the nature and remaining duration of the restriction and circumstances that could cause a lapse in the restriction. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The amendments in this update are to be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions PolicyFuel On August 13, 2021, the Company completed the acquisition of Policy Fuel, LLC and its affiliated entities (“PolicyFuel”), a policy-sales-as-a-service provider, with principal offices in Austin and San Antonio, Texas. PolicyFuel operates in the property and casualty insurance industry providing services to enable carriers to complement their own call center operations with access to dedicated advisor teams that focus exclusively on selling that provider’s offerings. This acquisition enabled the Company to expand the range of products the Company offers to carriers and expand the market of the Company’s direct-to-consumer offerings. The PolicyFuel acquisition was accounted for as a purchase of a business under ASC Topic 805, Business Combinations. Under the acquisition method of accounting, the assets and liabilities of PolicyFuel were recorded at their respective fair values as of the acquisition date. The purchase consideration of $ 20.0 million reflected a cash payment of $ 16.0 million, net of cash acquired, settlement of an outstanding receivable from PolicyFuel of $ 0.2 million and contingent consideration of $ 3.8 million, representing the estimated fair value as of the acquisition date of Class A common stock issuable to the former owners of PolicyFuel upon achievement of certain revenue targets over the three years following the acquisition. The former owners of PolicyFuel are eligible to receive shares of Class A common stock upon the achievement (at varying levels) of each of three twelve-month revenue targets. The number of shares that may be issued at maximum performance is based on a total dollar value of $ 12.9 million; 50 % of which would be calculated at the time of issuance by dividing the applicable dollar value by a volume weighted average price per share for a 20 -day period preceding the acquisition. These shares are referred to as the “Fixed Shares” and the maximum number of Fixed Shares that may be issued is 199,311 . The fair value of such shares to be recorded upon issuance will be based on the number of shares issued multiplied by the market value of the Company’s Class A common stock on the date of issuance. The remaining 50 %, or $ 6.5 million at maximum performance, may be issued as shares of Class A common stock calculated by dividing the applicable dollar value earned by the volume weighted average price per share for a 20 -day period preceding each revenue target determination date. These shares are referred to as the “Fixed Dollar Shares” and there is no maximum to the number of shares that may be issued as Fixed Dollar Shares. The fair value of such shares to be recorded upon issuance will be based on the number of shares issued multiplied by the market value of the Company’s Class A common stock on the date of issuance. The Fixed Shares described above include 17,030 performance-based restricted stock units issued as an Inducement Award and the Fixed Dollar Shares described above include $ 0.6 million of performance-based restricted stock units issued as an Inducement Award (see Note 8). As achievement of each of the three twelve-month targets will result in the issuance of a variable number of shares of Class A common stock, the Company recorded the fair value of this contingent consideration within accrued expense and other current liabilities (first annual target) and within other long-term liabilities (second and third annual targets). The Company estimated the fair value of the contingent consideration as of the acquisition date using a Monte Carlo simulation model. The most significant assumptions and estimates utilized in the model include forecasted revenue (an acquisition specific input) and the market value of the Company’s Class A common stock (an observable input). Other assumptions utilized in the model include equity volatility, revenue volatility and discount rate. The Company remeasures the fair value of the contingent consideration at each subsequent reporting date until the liability is fully settled (see Note 4). The following tables summarize the purchase price for PolicyFuel and the allocation of the purchase price (in thousands): Cash paid, net of cash acquired $ 15,955 Fair value of contingent consideration to be settled in stock 3,784 Settlement of existing relationship 233 Total purchase price consideration, net of cash acquired $ 19,972 Assets Acquired and Liabilities Assumed: Accounts receivable $ 283 Commissions receivable (current and long-term) 2,761 Prepaid expenses and other current assets 12 Customer relationships 6,600 Developed technology 1,700 Other identifiable intangible assets 300 Goodwill 11,532 Total assets acquired 23,188 Accounts payable and accrued expenses (current) ( 706 ) Deferred tax liability ( 2,510 ) Total allocation of purchase price consideration, net of cash acquired $ 19,972 Customer relationships were valued using the income approach and are being amortized to sales and marketing expense over their estimated useful life of nine years . Significant assumptions and estimates utilized in the model include revenue and earnings growth rates, royalty rates and the discount rate. Developed technology was valued using the relief from royalty method and is being amortized to cost of revenue over its estimated useful life of three years . Significant assumptions and estimates utilized in this model include the royalty rate, the discount rate and the obsolescence curve. Commissions receivable were recorded at constrained LTVs and are included in prepaid expenses and other current assets and other assets on the Company’s consolidated balance sheets. Goodwill was recognized for the excess purchase price over the fair value of the net assets acquired. Goodwill is primarily attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and future growth. Goodwill resulting from the acquisition of PolicyFuel is not deductible for tax purposes. The Company incurred costs of $ 0.9 million for the year ended December 31, 2021, for third-party professional services utilized for the acquisition, which were expensed as incurred within acquisition-related costs on the Company’s consolidated statements of operations and comprehensive loss. The operating results of the acquired entity have been included in the consolidated financial statements beginning on the acquisition date but have not been disclosed as the Company does not account for the results of the acquired entity separate from its own results. Pro forma results of operations for the acquisition have not been presented as they are not material to the Company’s consolidated results of operations. The Company recorded an income tax benefit for the year ended December 31, 2021 of $ 2.5 million related to the release of a portion of its valuation allowance as a result of the acquisition of PolicyFuel. The net deferred tax liability recorded for the PolicyFuel acquisition relates to the intangible assets recognized in purchase accounting, which are non-deductible for tax purposes and result in a deferred tax liability. The net deferred tax liability is a source of income to support the recognition of a portion of the Company’s existing deferred tax assets. Therefore, the Company recorded a tax benefit for the release of a portion of its valuation allowance related to the net deferred tax liability recorded in purchase accounting. The Company maintains a valuation allowance on its overall net deferred tax asset as it is deemed more likely than not the net deferred tax asset will not be realized. Eversurance On September 1, 2020, the Company completed the acquisition of Crosspointe Insurance & Financial Services, LLC, a health insurance agency headquartered in Evansville, Indiana. In the third quarter of 2021, the Company changed the name of Crosspointe Insurance & Financial Services, LLC to Eversurance, LLC (“Eversurance”). Eversurance is a sales and decision support contact center that connects consumers to high quality health insurance in a customer-centric environment and serves the individual and family health, Medicare, and ancillary health product markets. This acquisition enabled the Company to accelerate and expand its opportunity in the health insurance market, by providing insurance shoppers with a broader range of health insurance products through access to a greater number of carrier partners, and an improved and more personalized customer buying experience. The Eversurance acquisition was accounted for as a purchase of a business under ASC Topic 805, Business Combinations. Under the acquisition method of accounting, the assets and liabilities of Eversurance were recorded as of the acquisition date, at their respective fair values. The purchase consideration of $ 16.7 million reflected a cash payment of $ 14.9 million and contingent consideration of $ 1.8 million representing the fair value of Class A common stock issuable to the former owners of Eversurance upon achievement of certain revenue targets over three years . The former owners of Eversurance were eligible to receive up to 97,922 shares of Class A common stock upon achievement of certain revenue targets measured in annual intervals. Shares of Class A common stock issuable upon achievement of the first two annual targets were for a fixed number of shares of Class A common stock of 39,168 shares and, as such, the Company recorded the fair value of these shares within stockholders’ equity based on the number of shares issuable and the market value of Class A common stock on the acquisition date. These shares were issued to the former owners of Eversurance during 2021. Achievement of the third annual target will result in the issuance of a variable number of shares of Class A common stock of up to 58,754 shares and, as such, the Company recorded the fair value of these shares as a long-term liability. The Company remeasures the fair value of the shares of Class A common stock issuable upon the estimated achievement levels of the third annual target at each subsequent reporting date until the liability is fully settled (see Note 4). |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 4. Fair Value of Financial Instruments The following tables present the Company’s fair value hierarchy for its assets and liabilities which are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 (in thousands): Fair Value Measurements at September 30, 2022 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 20,641 $ — $ — $ 20,641 Liabilities: Contingent consideration liability associated with $ — $ — $ 400 $ 400 Contingent consideration liability associated with — — 589 589 Contingent consideration liability associated with — — 418 418 $ — $ — $ 1,407 $ 1,407 Fair Value Measurements at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 20,502 $ — $ — $ 20,502 Liabilities: Contingent consideration liability associated with $ — $ — $ 920 $ 920 Contingent consideration liability associated with — — 629 629 Contingent consideration liability associated with — — 4,625 4,625 $ — $ — $ 6,174 $ 6,174 There were no transfers into or out of Level 3 during the three and nine months ended September 30, 2022 or 2021. Money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. Contingent consideration liabilities are valued by the Company using significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions and estimates to forecast a range of outcomes for the contingent consideration. The Company assesses these assumptions and estimates on a quarterly basis as additional data impacting the assumptions is obtained. Changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized as acquisition-related costs within the consolidated statements of operations and comprehensive loss. The Company estimates the fair value of the maximum 58,754 shares of Class A common stock issuable as contingent consideration upon achievement of certain Eversurance revenue targets (see Note 3) using probability of achievement of the revenue target (acquisition specific input) and the market value of the Company’s Class A common stock (observable input). The change in fair value of the contingent consideration liability for the three and nine months ended September 30, 2022 was due to the decrease in market value of the Company’s Class A common stock. The Company uses a Monte Carlo simulation model in its estimates of the fair value of the contingent consideration related to the PolicyFuel acquisition. The most significant assumptions and estimates utilized in the model include forecasted revenue (an acquisition specific input) and the market value of the Company’s Class A common stock (an observable input). Other assumptions utilized in the model include equity volatility, revenue volatility and discount rate. The decrease in fair value of contingent consideration related to the Class A common stock issuable upon achievement of revenue targets was primarily due to a change in estimate of forecasted revenue and the decrease in market value of the Company’s Class A common stock. The following table provides a roll-forward of the aggregate fair values of the Company’s contingent consideration liabilities for which fair value is determined by Level 3 inputs (in thousands): Contingent Consideration Liabilities Fair value at December 31, 2021 $ 6,174 Change in fair value of contingent consideration related ( 520 ) Change in fair value of contingent consideration related ( 4,247 ) Fair value at September 30, 2022 $ 1,407 |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | 5. Goodwill and Acquired Intangible Assets Goodwill is not amortized, but instead is reviewed for impairment at least annually or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company considers its business to be one reporting unit for purposes of performing its goodwill impairment analysis. To date, the Company has had no impairments to goodwill. There were no changes to goodwill for the three and nine months ended September 30, 2022. Acquired intangible assets consisted of the following (in thousands): September 30, 2022 Weighted Average Useful Life Gross Amount Accumulated Carrying Value (in years) Customer relationships 7.6 $ 10,200 $ ( 2,972 ) $ 7,228 Developed technology 3 1,700 ( 642 ) 1,058 Other identifiable intangible assets 2.8 570 ( 330 ) 240 $ 12,470 $ ( 3,944 ) $ 8,526 December 31, 2021 Weighted Average Useful Life Gross Amount Accumulated Amortization Carrying Value (in years) Customer relationships 7.6 $ 10,200 $ ( 1,830 ) $ 8,370 Developed technology 3 1,700 ( 217 ) 1,483 Other identifiable intangible assets 2.8 570 ( 194 ) 376 $ 12,470 $ ( 2,241 ) $ 10,229 Future amortization expense of intangible assets as of September 30, 2022 is expected to be as follows (in thousands): Year Ending December 31, 2022 (remaining three months) $ 574 2023 2,001 2024 1,715 2025 960 2026 685 Thereafter 2,591 $ 8,526 |
Balance Sheet Detail
Balance Sheet Detail | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Detail | 6. Balance Sheet Detail Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, 2022 2021 Commissions receivable, current portion $ 10,215 $ 9,285 Prepaid expenses and other current assets 5,254 4,899 $ 15,469 $ 14,184 Other assets consisted of the following (in thousands): September 30, December 31, 2022 2021 Commissions receivable, non-current portion $ 28,159 $ 13,415 Other assets 450 681 $ 28,609 $ 14,096 Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, 2022 2021 Accrued employee compensation and benefits $ 3,117 $ 4,115 Accrued advertising expenses 2,792 5,669 Other current liabilities 4,044 3,231 $ 9,953 $ 13,015 |
Loan and Security Agreement
Loan and Security Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Loan and Security Agreement | 7. Loan and Security Agreement On July 15, 2022, the Company executed a Loan and Security Modification Agreement to amend its Loan and Security Agreement (the “2020 Loan Agreement”) with Western Alliance Bank (“Lender”) , to increase the revolving line of credit available thereunder from $ 25.0 million to $ 35.0 million, to extend the maturity date of the revolving line of credit from August 2022 to July 2025 and to provide the Company access to a term loan of up to $ 10.0 million. The 2020 Loan Agreement, as amended by the Loan and Security Modification Agreement, is referred to as the Amended Loan Agreement. Pursuant to the Amended Loan Agreement, borrowings under the revolving line of credit cannot exceed 85 % of eligible accounts receivable balances, bear interest at the greater of 4.25 % or the prime rate as published in the Wall Street Journal and mature on July 15, 2025 . The term loan may be drawn through December 31, 2023 and borrowings bear interest at 0.25 % plus the greater of 4.25 % or the prime rate as published in the Wall Street Journal. Borrowings under the term loan of the Amended Loan Agreement are repayable in monthly interest-only payments through December 31, 2023. Commencing on January 1, 2024, the term loan is payable in 42 equal monthly installments of the then outstanding principal and accrued interest through June 2027. The Company may prepay all, but not less than all, of any outstanding principal with respect to advances made under the term loan provided that such outstanding principal is paid in full along with any accrued but unpaid interest to date plus any fees that become payable under the Amended Loan Agreement. In an event of default, as defined in the Amended Loan Agreement, and until such event is no longer continuing, the annual interest rate to be charged would be the annual rate otherwise applicable to borrowings under the Amended Loan Agreement plus 5.00 %. Borrowings are collateralized by substantially all of the Company’s assets and property. Under the Amended Loan Agreement, the Company has agreed to affirmative and negative covenants to which the Company will remain subject until maturity. The covenants include limitations on the Company’s ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. In addition, under the Amended Loan Agreement and through December 31, 2023, the Company is required to maintain a minimum asset coverage ratio of 1.5 to 1 calculated as the sum of unrestricted cash held at the Lender and eligible accounts receivable divided by all borrowings outstanding under the Amended Loan Agreement. Commencing December 31, 2023, the company is required to maintain, and test on a quarterly basis, a fixed charge coverage ratio and a leverage ratio. The fixed charge coverage ratio is measured as the Company’s ratio of (i) trailing twelve-month adjusted “EBITDA” (as defined in the Amended Loan Agreement) less capital expenditures, less cash taxes, to (ii) trailing twelve-month interest and principal payments to the Lender, of at least 1.25 to 1.00. The leverage ratio is measured as the ratio of (i) the Company’s outstanding obligations owing to the Lender, to (ii) the Company’s trailing twelve-month adjusted EBITDA (as defined in the Amended Loan Agreement), of not more than 3.00 to 1.00. As of September 30, 2022, the Company was in compliance with these covenants. As of September 30, 2022, the Company had no amounts outstanding under the revolving line of credit. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation 2008 and 2018 Plans The Company has outstanding awards under its 2008 Stock Incentive Plan, as amended (the “2008 Plan”), but is no longer granting awards under this plan. Shares of common stock issued upon exercise of stock options granted prior to September 8, 2017 will be issued as either Class A common stock or Class B common stock. Shares of common stock issued upon exercise of stock options granted after September 8, 2017 will be issued as Class A common stock. The Company’s 2018 Equity Incentive Plan (the “2018 Plan” and, together with the 2008 Plan, the “Plans”) provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares initially reserved for issuance under the 2018 Plan is the sum of 2,149,480 shares of Class A common stock, plus the number of shares (up to 5,028,832 shares) equal to the sum of (i) the 583,056 shares of Class A common stock and Class B common stock that were available for grant under the 2008 Plan upon the effectiveness of the 2018 Plan and (ii) the number of shares of Class A common stock and Class B common stock subject to outstanding awards under the 2008 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right (subject, in the case of incentive stock options, to any limitations of the Internal Revenue Code). The number of shares of Class A common stock that may be issued under the 2018 Plan will automatically increase on the first day of each fiscal year until, and including, the fiscal year ending December 31, 2028, equal to the least of (i) 2,500,000 shares of Class A common stock; (ii) 5 % of the sum of the number of shares of Class A common stock and Class B common stock outstanding on the first day of such fiscal year; and (iii) an amount determined by the Company’s board of directors. The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2018 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan. The number of authorized shares reserved for issuance under the 2018 Plan was increased by 1,497,633 shares effective as of January 1, 2022 in accordance with the provisions of the 2018 Plan described above. As of September 30, 2022, 1,676,708 shares remained available for future grant under the 2018 Plan. Options and restricted stock units (“RSU”s) granted under the Plans vest over periods determined by the board of directors. Options granted under the Plans expire no longer than ten years from the date of the grant. The exercise price for stock options granted is not less than the fair value of common shares based on quoted market prices. Certain of the Company’s RSUs are net settled by withholding shares of the Company’s Class A common stock to cover statutory income taxes. During the nine months ended September 30, 2022, the Company granted 2,050,314 service-based options and RSUs under the 2018 Plan with an aggregate grant date fair value of $ 24.4 million. Inducement Grants In connection with the acquisition of PolicyFuel in 2021, the Company granted service- and service- and performance-based RSUs to newly hired employees. The RSUs were approved by the Company’s board of directors and were granted as an inducement material to the new employees entering into employment with the Company in accordance with Nasdaq Rule 5635(c)(4) (the “Inducement Awards”). The Inducement Awards were granted outside of the 2018 Plan. The Company also has outstanding service- and performance-based RSUs granted as Inducement Awards in 2021 that will vest for a variable number of shares of the Company’s Class A common stock upon the achievement (at varying levels) of certain revenue targets measured at twelve-month intervals over the three years following the acquisition. The number of shares to be issued upon achievement of each of the revenue targets is based on a fixed dollar value divided by the volume weighted average price per share of the Company’s Class A common stock for a 20-day period preceding each revenue achievement determination date. The number of shares of Class A common stock that may be issued in settlement of such awards is capped at 173,042 , with any remainder being settleable in cash or unregistered shares solely at the Company’s option. Because a variable number of shares will be issued for a fixed dollar amount, the Company has accounted for the obligation to issue such shares as a liability. During the three months ended September 30, 2022 , the Company issued 18,834 shares of Class A common stock with a fair value of $ 0.2 million upon the achievement of the first milestone. As of September 30, 2022 , the balance of the liability included in accrued expenses and other current liabilities was zero . The Company has outstanding 17,030 performance-based RSUs granted in 2021 as Inducement Awards with no service requirement as PolicyFuel contingent consideration. The fair value of this issuance has been included in the fair value of contingent consideration (see Notes 3 and 4). The Company also has outstanding performance-based RSUs issued in 2021 as Inducement Awards as PolicyFuel contingent consideration that will vest for a variable number of shares of the Company’s Class A common stock upon the achievement (at varying levels) of certain revenue targets measured at twelve-month intervals over the three years following the acquisition, but which have no service conditions. The number of shares to be issued upon achievement of each of the revenue targets is based on a fixed dollar amount divided by the volume weighted average price per share of the Company’s Class A common stock for a 20-day period preceding each revenue target determination date. The maximum number of shares of Class A common stock that may be issued as Inducement Awards in settlement of the contingent consideration obligation is capped at 34,060 , with any remainder being settleable in cash or unregistered shares solely at the Company’s option. The fair value of such awards has been included in the fair value of contingent consideration (see Notes 3 and 4). Stock-Based Compensation The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 67 $ 108 $ 221 $ 282 Sales and marketing 2,461 3,366 8,635 9,216 Research and development 2,687 2,692 7,748 7,340 General and administrative 2,018 2,182 5,759 6,119 $ 7,233 $ 8,348 $ 22,363 $ 22,957 Stock-based compensation expense for the three and nine months ended September 30, 2022 included a total of $ 0.2 million and $ 0.7 million, respectively, related to unvested RSUs and option awards with performance-based vesting conditions, including options with performance- and market-based vesting conditions, for which the performance-based condition has not yet been achieved but has been deemed probable of being achieved. As of September 30, 2022, unrecognized compensation expense for RSUs and option awards with service-based vesting conditions and RSUs and option awards with performance-based vesting conditions either achieved or deemed probable of being achieved was $ 40.8 million, which is expected to be recognized over a weighted average period of 2.7 years. Additionally, the Company had unrecognized compensation expense of $ 1.2 million related to unvested awards with performance-based vesting conditions, which have not been deemed probable and unrecognized compensation expense of $ 2.1 million related to the fixed dollar, variable number of shares portion of the Inducement Awards with performance-based vesting conditions that have not been deemed probable. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Leases The Company leases office space under various non-cancelable operating leases. There have been no material changes to the Company’s leases during the three or nine months ended September 30, 2022. For additional information, please read Note 12, Leases, to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. Indemnification Agreements In the normal course of business, the Company may provide indemnification of varying scope and terms to third parties and enters into commitments and guarantees (“Agreements”) under which it may be required to make payments. The duration of these Agreements varies, and in certain cases, is indefinite. Furthermore, many of these Agreements do not limit the Company’s maximum potential payment exposure. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. Through September 30, 2022, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of September 30, 2022 and December 31, 2021. Legal Proceedings and Other Contingencies The Company was contacted by a representative from a state tax assessor’s office requesting remittance of uncollected sales taxes. The state tax assessor’s office has completed its audit for the period under review with no additional taxes due. The Company is from time to time subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of its business. While the outcome of these other claims cannot be predicted with certainty, management does not believe that the outcome of any of these other legal matters will have a material adverse effect on the Company’s consolidated results of operations or financial condition. |
Retirement Plan
Retirement Plan | 9 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 10. Retirement Plan The Company has established a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pre-tax basis. As currently established, the Company is not required to make any contributions to the 401(k) Plan. The Company contributed $ 0.2 million during each of the three months ended September 30, 2022 and 2021, and contributed $ 0.7 million during each of the nine months ended September 30, 2022 and 2021. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions The Company has, in the ordinary course of business, entered into arrangements with other companies who have shareholders in common with the Company. Pursuant to these arrangements, related-party affiliates receive payments for providing website visitor referrals. During the three months ended September 30, 2022 and 2021, the Company recorded expense of $ 2.8 million and $ 0.8 million, respectively, related to these arrangements. During the three months ended September 30, 2022 and 2021, the Company paid $ 3.4 million and $ 1.1 million, respectively, related to these arrangements. During the nine months ended September 30, 2022 and 2021, the Company recorded expense of $ 6.2 million and $ 2.7 million, respectively, related to these arrangements. During the nine months ended September 30, 2022 and 2021, the Company paid $ 5.5 million and $ 2.9 million, respectively, related to these arrangements. As of September 30, 2022, and December 31, 2021, amounts due to related-party affiliates totaled $ 1.0 million and $ 0.3 million, respectively, which were included in accounts payable on the condensed consolidated balance sheets. On February 23, 2022, the Company sold 1,004,016 shares of Class A common stock at a purchase price of $ 14.94 per share for gross proceeds of $ 15.0 million in a private placement to Recognition Capital, LLC, an entity which is owned and controlled by David Blundin, Chairman of the board of directors and co-founder of the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The condensed consolidated balance sheet at December 31, 2021 was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 on file with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2022 and results of operations for the three and nine months ended September 30, 2022 and 2021 and cash flows for the nine months ended September 30, 2022 and 2021 have been made. The Company’s results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2022 or any other period. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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 periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition and the valuation of commissions and accounts receivable, the expensing and capitalization of website and software development costs, goodwill and acquired intangible assets, the contingent consideration liabilities, the valuation of stock-based awards and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in periods in which they become known. Actual results may differ from those estimates or assumptions. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of these condensed consolidated financial statements. These estimates may change, as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. |
Concentrations of Credit Risk and of Significant Customers | Concentrations of Credit Risk and of Significant Customers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts and commissions receivable. The Company maintains its cash and cash equivalents at accredited financial institutions. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company sells its consumer referrals to insurance provider customers, consisting of carriers and agents, and indirect distributors in the United States and receives commissions from insurance provider customers for insurance policies sold. For the three months ended September 30, 2022 , two customers represented 30 % and 10 %, respectively, of total revenue. For the nine months ended September 30, 2022 , two customers represented 21 % and 11 %, respectively, of total revenue. For the three months ended September 30, 2021 , one customer represented 17 % of total revenue. For the nine months ended September 30, 2021 , one customer represented 18 % of total revenue. As of September 30, 2022 , one customer accounted for 29 % of the accounts receivable and commissions receivable balance. As of December 31, 2021, one customer accounted for 12 % of the total accounts and commissions receivable balance. |
Fair Value Measurements | 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. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and contingent consideration liabilities are carried at fair value, determined according to the fair value hierarchy described above (see Note 4). The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. Commissions receivable are recorded at constrained lifetime values. |
Restricted Cash | Restricted Cash As of December 31, 2021, restricted cash consisted of $ 0.3 million deposited in a separate restricted bank account as a security deposit for the Company’s corporate credit cards. Restricted cash was classified within other assets. The restricted cash was released to the Company in January 2022 and as a result, as of September 30, 2022 , the Company no longer maintains a restricted cash balance. |
Accounts Receivable | Accounts Receivable The Company provides credit to customers in the ordinary course of business and believes its credit policies are prudent and reflect industry practices and business risk. The Company monitors economic conditions to identify facts or circumstances that may indicate that its receivables are at risk of collection. The Company provides reserves against accounts receivable for estimated losses, if any, that may result from a customer’s inability to pay based on the composition of its accounts receivable, current economic conditions, and historical credit loss activity. Amounts determined to be uncollectible are charged or written-off against the reserve. As of September 30, 2022 and December 31, 2021, the Company’s allowance for credit losses was $ 0.1 million and less than $ 0.1 million, respectively. During the three and nine months ended September 30, 2022 and 2021, the Company wrote off an insignificant amount of uncollectible accounts. |
Revenue Recognition | Revenue Recognition The Company derives its revenue primarily by selling consumer referrals to its insurance provider customers, including insurance carriers, agents and indirect distributors. The Company also generates revenue from commission fees for the sale of policies, primarily in its health and automotive verticals. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when collectability of the consideration to which the Company is entitled in exchange for the goods or services it transfers to the customer is determined to be probable. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. Referral Revenue The Company recognizes referral revenue when it satisfies its performance obligations by delivering the referrals to its customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those referrals. Commission Revenue The Company’s commission revenue consists of the estimated constrained lifetime values (the “constrained LTVs”) of commission payments the Company expects to receive from health insurance carriers and auto insurance carriers on the sale of insurance policies to consumers and renewals of such policies. Commission revenue is recognized upon satisfaction of the Company’s performance obligation. The Company considers its performance obligation related to commissions for both the initial policy sale and future renewals of the policy to be satisfied upon submission of the policy application. Therefore, a significant portion of the commission revenue the Company records upon satisfaction of its performance obligation is paid by the Company’s insurance provider customer over a multi-year time frame as policyholders renew and pay the insurance provider for their policies. The current portion of commissions receivable consists of estimated commissions on new policies sold and estimated renewal commissions on policies expected to be renewed within one year, while the non-current portion of commissions receivable are commissions for estimated renewals expected to be renewed beyond one year. Commission revenue represented approximately 9 % and 12 % of total revenue in the three and nine months ended September 30, 2022, respectively, and less than 10 % of total revenue in the three and nine months ended September 30, 2021. The Company estimates commission revenue for each health insurance product by using a portfolio approach to a group of policies by product type and the application submission date of the relevant policy, which are referred to as “cohorts.” The Company’s estimate of constrained LTVs is based on an analysis of historical commission payment trends for relevant policies to establish an expected lifetime value and incorporates management’s judgment in interpreting those trends to calculate LTVs and to apply constraints to such LTVs. Significant factors impacting historical trends include carrier mix, average policy duration and conversion rates of paying policies. Commission revenue from auto insurance carriers consists of constrained LTVs of commission payments the Company expects to receive for selling an insurance policy based on the effective date of the policy. The Company’s estimate of constrained LTVs is based on an analysis of historical commission payment trends for relevant policies to establish an expected lifetime value and incorporates management’s judgment in interpreting those trends to calculate LTVs and to apply constraints to such LTVs. The most significant factor impacting historical trends is average policy duration. The Company applies a constraint to its estimated LTVs to only recognize the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future. To the extent that commission payment trends change or the underlying factors impacting commission payments change, the Company’s estimate of constrained LTVs could be materially impacted. To the extent the Company makes changes to its estimates of constrained LTVs, it recognizes any material impact of the change to commission revenue in the reporting period in which the change is made, including revisions of estimated lifetime commissions either below or in excess of previously estimated constrained LTVs recognized as an adjustment to revenue and the related contract asset. The Company recognizes revenue for new policies by applying the latest estimated constrained LTV for that product. Disaggregated Revenue The Company presents disaggregated revenue from contracts with customers by distribution channel, as the distribution channel impacts the nature and amount of the Company’s revenue, and by vertical market segment. The Company’s direct distribution channel consists of insurance carriers and third-party agents. The Company’s indirect distribution channel consists of insurance aggregators and media networks who purchase referrals with the intent to resell. Revenue generated via the Company’s direct distribution channel is generally higher per referral than revenue generated by the Company’s indirect distribution channels and provides the Company with additional insights and data regarding insurance provider demand and referral performance. Total revenue is comprised of revenue from the following distribution channels: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Direct channels 85 % 89 % 86 % 90 % Indirect channels 15 % 11 % 14 % 10 % 100 % 100 % 100 % 100 % Total revenue is comprised of revenue from the following insurance verticals (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Automotive $ 88,150 $ 89,666 $ 257,200 $ 260,505 Other 15,073 17,897 58,619 55,943 Total Revenue $ 103,223 $ 107,563 $ 315,819 $ 316,448 The Company elected to apply the practical expedient in ASC 606 to expense incremental direct costs of obtaining a contract, consisting of sales commissions, as incurred as the expected period of benefit of the sales commissions is one year or less. As of September 30, 2022 and December 31, 2021, the Company had not capitalized any costs to obtain any of its contracts. Deferred Revenue Amounts received for referrals prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the accompanying consolidated balance sheets. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue. Deferred revenue was $ 2.1 million as of December 31, 2021. During the nine months ended September 30, 2022, the Company recognized revenue of $ 1.5 million that was included in the contract liability balance (deferred revenue) at December 31, 2021. The Company recognizes deferred revenue by first allocating from the beginning deferred revenue balance to the extent that the beginning deferred revenue balance exceeds the revenue to be recognized. Billings during the period are added to the deferred revenue balance to be recognized in future periods. |
Commissions Receivable | Commissions Receivable Commissions receivable are contract assets that represent estimated variable consideration for commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of commissions receivable (included within prepaid expenses and other current assets) are estimated commissions expected to be received within one year, while the non-current portion of commissions receivable (included within other assets (non-current)) are expected to be received beyond one year. The current and non-current portions of commissions receivable are as follows (in thousands): September 30, December 31, 2022 2021 Commissions receivable, current portion (included in $ 10,215 $ 9,285 Commissions receivable, non-current portion (included in 28,159 13,415 $ 38,374 $ 22,700 A portion of the Company’s commissions receivable contract asset was recorded as part of the purchase price allocation for the Company’s two acquisitions (see Note 3). The Company assesses impairment for uncollectible consideration when information available indicates it is probable that an asset has been impaired. There were no impairments recorded during the three and nine months ended September 30, 2022 or 2021. While the Company is exposed to credit losses due to the non-payment by insurance carriers, it considers the risk of this to be remote. |
Advertising Expense | Advertising Expense Advertising expense consists of variable costs that are related to attracting consumers to the Company’s marketplace and generating consumer quote requests, including through its verified partner network, and promoting its marketplace to insurance carriers and agents. The Company expenses advertising costs as incurred and such costs are included in sales and marketing expense in the accompanying consolidated statements of operations and comprehensive loss. During the three months ended September 30, 2022 and 2021, advertising expense totaled $ 71.4 million and $ 75.2 million, respectively. During the nine months ended September 30, 2022 and 2021, advertising expense totaled $ 216.6 million and $ 219.8 million, respectively. |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted stock units. For periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and Class B common stock are equivalent. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: September 30, 2022 2021 Options to purchase common stock 1,982,534 1,708,947 Unvested restricted stock units 3,020,882 2,796,380 5,003,416 4,505,327 The table above does not include shares of Class A common stock issuable upon settlement of contingent consideration for the Company’s two acquisitions (see Note 3). Such shares are also not included in the Company’s calculation of basic or diluted net loss per common share. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers , as if it had originated the contracts. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The amendments in this update are to be applied prospectively to business combinations occurring on or after the effective date. The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820), which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The guidance includes disclosure requirements including the fair value of equity securities subject to contractual sale restrictions included in the balance sheet, the nature and remaining duration of the restriction and circumstances that could cause a lapse in the restriction. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The amendments in this update are to be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | Total revenue is comprised of revenue from the following distribution channels: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Direct channels 85 % 89 % 86 % 90 % Indirect channels 15 % 11 % 14 % 10 % 100 % 100 % 100 % 100 % Total revenue is comprised of revenue from the following insurance verticals (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Automotive $ 88,150 $ 89,666 $ 257,200 $ 260,505 Other 15,073 17,897 58,619 55,943 Total Revenue $ 103,223 $ 107,563 $ 315,819 $ 316,448 |
Summary Of Current And Non-Current Portions Of Commissions Receivable | The current and non-current portions of commissions receivable are as follows (in thousands): September 30, December 31, 2022 2021 Commissions receivable, current portion (included in $ 10,215 $ 9,285 Commissions receivable, non-current portion (included in 28,159 13,415 $ 38,374 $ 22,700 |
Summary of Diluted Net Loss Per Share Attributable to Common Stockholders | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: September 30, 2022 2021 Options to purchase common stock 1,982,534 1,708,947 Unvested restricted stock units 3,020,882 2,796,380 5,003,416 4,505,327 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Acquisition [Line Items] | |
Summary of Purchase Price and Allocation of Purchase Price for Business Acquisition | The following tables summarize the purchase price for PolicyFuel and the allocation of the purchase price (in thousands): Cash paid, net of cash acquired $ 15,955 Fair value of contingent consideration to be settled in stock 3,784 Settlement of existing relationship 233 Total purchase price consideration, net of cash acquired $ 19,972 Assets Acquired and Liabilities Assumed: Accounts receivable $ 283 Commissions receivable (current and long-term) 2,761 Prepaid expenses and other current assets 12 Customer relationships 6,600 Developed technology 1,700 Other identifiable intangible assets 300 Goodwill 11,532 Total assets acquired 23,188 Accounts payable and accrued expenses (current) ( 706 ) Deferred tax liability ( 2,510 ) Total allocation of purchase price consideration, net of cash acquired $ 19,972 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements, Recurring and Nonrecurring | The following tables present the Company’s fair value hierarchy for its assets and liabilities which are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 (in thousands): Fair Value Measurements at September 30, 2022 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 20,641 $ — $ — $ 20,641 Liabilities: Contingent consideration liability associated with $ — $ — $ 400 $ 400 Contingent consideration liability associated with — — 589 589 Contingent consideration liability associated with — — 418 418 $ — $ — $ 1,407 $ 1,407 Fair Value Measurements at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 20,502 $ — $ — $ 20,502 Liabilities: Contingent consideration liability associated with $ — $ — $ 920 $ 920 Contingent consideration liability associated with — — 629 629 Contingent consideration liability associated with — — 4,625 4,625 $ — $ — $ 6,174 $ 6,174 |
Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a roll-forward of the aggregate fair values of the Company’s contingent consideration liabilities for which fair value is determined by Level 3 inputs (in thousands): Contingent Consideration Liabilities Fair value at December 31, 2021 $ 6,174 Change in fair value of contingent consideration related ( 520 ) Change in fair value of contingent consideration related ( 4,247 ) Fair value at September 30, 2022 $ 1,407 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Acquired Intangible Assets | Acquired intangible assets consisted of the following (in thousands): September 30, 2022 Weighted Average Useful Life Gross Amount Accumulated Carrying Value (in years) Customer relationships 7.6 $ 10,200 $ ( 2,972 ) $ 7,228 Developed technology 3 1,700 ( 642 ) 1,058 Other identifiable intangible assets 2.8 570 ( 330 ) 240 $ 12,470 $ ( 3,944 ) $ 8,526 December 31, 2021 Weighted Average Useful Life Gross Amount Accumulated Amortization Carrying Value (in years) Customer relationships 7.6 $ 10,200 $ ( 1,830 ) $ 8,370 Developed technology 3 1,700 ( 217 ) 1,483 Other identifiable intangible assets 2.8 570 ( 194 ) 376 $ 12,470 $ ( 2,241 ) $ 10,229 |
Summary of Future Amortization Expense of the Intangible Assets | Future amortization expense of intangible assets as of September 30, 2022 is expected to be as follows (in thousands): Year Ending December 31, 2022 (remaining three months) $ 574 2023 2,001 2024 1,715 2025 960 2026 685 Thereafter 2,591 $ 8,526 |
Balance Sheet Detail (Tables)
Balance Sheet Detail (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, 2022 2021 Commissions receivable, current portion $ 10,215 $ 9,285 Prepaid expenses and other current assets 5,254 4,899 $ 15,469 $ 14,184 |
Other assets | Other assets consisted of the following (in thousands): September 30, December 31, 2022 2021 Commissions receivable, non-current portion $ 28,159 $ 13,415 Other assets 450 681 $ 28,609 $ 14,096 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, 2022 2021 Accrued employee compensation and benefits $ 3,117 $ 4,115 Accrued advertising expenses 2,792 5,669 Other current liabilities 4,044 3,231 $ 9,953 $ 13,015 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock-Based Compensation Expense of Statements of Operations and Comprehensive Loss | The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 67 $ 108 $ 221 $ 282 Sales and marketing 2,461 3,366 8,635 9,216 Research and development 2,687 2,692 7,748 7,340 General and administrative 2,018 2,182 5,759 6,119 $ 7,233 $ 8,348 $ 22,363 $ 22,957 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Net losses | $ 6,451 | $ 3,756 | $ 5,715 | $ 5,272 | $ 1,881 | $ 3,801 | $ 15,922 | $ 10,954 | $ 19,400 |
Accumulated deficit | $ 153,567 | $ 153,567 | $ 137,645 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) Customers | Sep. 30, 2021 USD ($) Customers | Sep. 30, 2022 USD ($) Customers | Sep. 30, 2021 USD ($) Customers | Dec. 31, 2021 USD ($) Customers | |
Significant Accounting Policies [Line Items] | |||||
Restricted Cash | $ 0 | $ 0 | $ 300 | ||
Deferred revenue | 2,100 | ||||
Contract with customer, liability, revenue recognized | 1,500 | ||||
Advertising expenses | 71,400 | $ 75,200 | 216,600 | $ 219,800 | |
Allowance for doubtful accounts | 100 | 100 | |||
Asset impairment charges | $ 0 | $ 0 | $ 0 | $ 0 | |
Common stock, conversion features | Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time. | ||||
Maximum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Allowance for doubtful accounts | $ 100 | ||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Number of major customers | Customers | 2 | 1 | 2 | 1 | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customers A [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 30% | 17% | 21% | 18% | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customers B [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 10% | 11% | |||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Number of major customers | Customers | 1 | 1 | |||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customers A [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 29% | 12% | |||
Commission Fees [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Revenue percentage | 9% | 12% | |||
Commission Fees [Member] | Maximum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Revenue percentage | 10% | 10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Revenue by Distribution Chanel (Detail) - Sales Revenue, Net [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Product Information [Line Items] | ||||
Revenue from Contract with Customer Percentage | 100% | 100% | 100% | 100% |
Direct channels [Member] | ||||
Product Information [Line Items] | ||||
Revenue from Contract with Customer Percentage | 85% | 89% | 86% | 90% |
Indirect channels [Member] | ||||
Product Information [Line Items] | ||||
Revenue from Contract with Customer Percentage | 15% | 11% | 14% | 10% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Disaggregation Of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Product Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 103,223 | $ 107,563 | $ 315,819 | $ 316,448 |
Automotive [Member] | ||||
Product Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 88,150 | 89,666 | 257,200 | 260,505 |
Other [Member] | ||||
Product Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 15,073 | $ 17,897 | $ 58,619 | $ 55,943 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary Of Current And Non-Current Portions Of Commissions Receivable (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Commission receivable, current portion | $ 10,215 | $ 9,285 |
Commission receivable, non-current portion | 28,159 | 13,415 |
Contract Assets Commission Receivable | $ 38,374 | $ 22,700 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 5,003,416 | 4,505,327 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,982,534 | 1,708,947 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,020,882 | 2,796,380 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 13, 2021 | Sep. 01, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||
Business consideration, cash paid | $ 15,955 | ||||||
Income tax benefit | $ (2,510) | $ (2,510) | |||||
Eversurance, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total Business purchase consideration | $ 16,700 | ||||||
Business consideration, cash paid | $ 14,900 | ||||||
Business combination contingent consideration period of achievement | 3 years | ||||||
Eversurance, LLC [Member] | Class A Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business consideration, shares issued or issuable | $ 1,800 | ||||||
Eversurance, LLC [Member] | Class A Common Stock [Member] | Achievement Of First Two Annual Targets [Member] | |||||||
Business Acquisition [Line Items] | |||||||
'Business combination equity interest issuable or issued, Number of shares | 39,168 | ||||||
Eversurance, LLC [Member] | Maximum [Member] | Class A Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
'Business combination equity interest issuable or issued, Number of shares | 97,922 | ||||||
Eversurance, LLC [Member] | Maximum [Member] | Class A Common Stock [Member] | Achievement of Third Annual Target [Member] | |||||||
Business Acquisition [Line Items] | |||||||
'Business combination equity interest issuable or issued, Number of shares | 58,754 | ||||||
Policy Fuel LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total Business purchase consideration | $ 19,972 | ||||||
Business consideration, cash paid | 15,955 | ||||||
Business consideration, shares issued or issuable | $ 3,784 | ||||||
Business combination contingent consideration period of achievement | 3 years | ||||||
Business combination acquisition related costs | $ 900 | ||||||
Income tax benefit | $ 2,500 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 233 | ||||||
Policy Fuel LLC [Member] | Fixed Shares [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of the maximum equity interest issuable | 50% | ||||||
Policy Fuel LLC [Member] | Performance Based Rsus Under Inducement Award [Member] | Fixed Shares [Member] | |||||||
Business Acquisition [Line Items] | |||||||
'Business combination equity interest issuable or issued, Number of shares | 17,030 | ||||||
Policy Fuel LLC [Member] | Performance Based Rsus Under Inducement Award [Member] | Fixed Dollar Shares [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 600 | ||||||
Policy Fuel LLC [Member] | Days Preceding Acquisition [Member] | Fixed Shares [Member] | |||||||
Business Acquisition [Line Items] | |||||||
The number of trading days used to determine the volume weighted average price per share | 20 days | ||||||
Policy Fuel LLC [Member] | Customer Relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 9 years | ||||||
Policy Fuel LLC [Member] | Developed Technology Rights [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Identifiable intangible assets, useful life | 3 years | ||||||
Policy Fuel LLC [Member] | Class A Common Stock [Member] | Fixed Dollar Shares [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of the maximum equity interest issuable | 50% | ||||||
Policy Fuel LLC [Member] | Class A Common Stock [Member] | Days Preceding Revenue Target Date [Member] | Fixed Dollar Shares [Member] | |||||||
Business Acquisition [Line Items] | |||||||
The number of trading days used to determine the volume weighted average price per share | 20 days | ||||||
Policy Fuel LLC [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 12,900 | ||||||
Policy Fuel LLC [Member] | Maximum [Member] | Fixed Shares [Member] | |||||||
Business Acquisition [Line Items] | |||||||
'Business combination equity interest issuable or issued, Number of shares | 199,311 | ||||||
Policy Fuel LLC [Member] | Maximum [Member] | Class A Common Stock [Member] | Fixed Dollar Shares [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 6,500 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Purchase Price for Crosspointe and Preliminary Allocation of Purchase Price (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||
Aug. 13, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Cash paid | $ 15,955 | |||
Assets acquired and liabilities assumed: | ||||
Goodwill | $ 21,501 | $ 21,501 | ||
Policy Fuel LLC [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Cash paid | $ 15,955 | |||
Fair value of contingent consideration to be settled in stock | 3,784 | |||
Settlement of existing relationship | 233 | |||
Total purchase price consideration | 19,972 | |||
Assets acquired and liabilities assumed: | ||||
Accounts receivable | 283 | |||
Commissions receivable (current and long-term) | 2,761 | |||
Prepaid expenses and other current assets | 12 | |||
Goodwill | 11,532 | |||
Total assets acquired | 23,188 | |||
Accounts payable and accrued expenses (current) | (706) | |||
Deferred tax liability | (2,510) | |||
Total allocation of purchase price consideration | 19,972 | |||
Customer relationships [Member] | Policy Fuel LLC [Member] | ||||
Assets acquired and liabilities assumed: | ||||
Business Combination, Intangible Assets Acquired | 6,600 | |||
Developed Technology Rights [Member] | Policy Fuel LLC [Member] | ||||
Assets acquired and liabilities assumed: | ||||
Business Combination, Intangible Assets Acquired | 1,700 | |||
Other identifiable intangible assets [Member] | Policy Fuel LLC [Member] | ||||
Assets acquired and liabilities assumed: | ||||
Business Combination, Intangible Assets Acquired | $ 300 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Fair Value Measurements, Recurring and Nonrecurring (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | $ 1,407 | $ 6,174 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 1,407 | 6,174 |
Contingent Consideration Liability Associated With Acquisition Of Eversurance Included In Accrued Expenses And Other Current Liabilities [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 400 | |
Contingent Consideration Liability Associated With Acquisition Of Eversurance Included In Accrued Expenses And Other Current Liabilities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | |
Contingent Consideration Liability Associated With Acquisition Of Eversurance Included In Accrued Expenses And Other Current Liabilities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | |
Contingent Consideration Liability Associated With Acquisition Of Eversurance Included In Accrued Expenses And Other Current Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 400 | |
Contingent consideration liability associated with acquisition of Eversurance included in other longterm liabilities [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 920 | |
Contingent consideration liability associated with acquisition of Eversurance included in other longterm liabilities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | |
Contingent consideration liability associated with acquisition of Eversurance included in other longterm liabilities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | |
Contingent consideration liability associated with acquisition of Eversurance included in other longterm liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 920 | |
Contingent consideration liability associated with acquisition of PolicyFuel included in accrued expenses and other current liabilities [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 589 | 629 |
Contingent consideration liability associated with acquisition of PolicyFuel included in accrued expenses and other current liabilities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | 0 |
Contingent consideration liability associated with acquisition of PolicyFuel included in accrued expenses and other current liabilities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | 0 |
Contingent consideration liability associated with acquisition of PolicyFuel included in accrued expenses and other current liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 589 | 629 |
Contingent consideration liability associated with acquisition of PolicyFuel included in other long-term liabilities [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 418 | 4,625 |
Contingent consideration liability associated with acquisition of PolicyFuel included in other long-term liabilities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | 0 |
Contingent consideration liability associated with acquisition of PolicyFuel included in other long-term liabilities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | 0 |
Contingent consideration liability associated with acquisition of PolicyFuel included in other long-term liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 418 | 4,625 |
Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 20,641 | 20,502 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 20,641 | 20,502 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 0 | 0 |
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at December 31, 2021 | $ 6,174 |
Fair value at June 30, 2022 | 1,407 |
Eversurance [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Change in fair value of contingent consideration | (520) |
Policy Fuel LLC [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Change in fair value of contingent consideration | $ (4,247) |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Eversurance [Member] | Common Class A [Member] | Achievement of Third Annual Target [Member] | Maximum [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
'Business combination equity interest issuable or issued, Number of shares | 58,754 | |||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) Units | |
Indefinite-lived Intangible Assets [Line Items] | ||
Impairment loss | $ 0 | |
Number of Reporting Units | Units | 1 | |
Good will Period Increase Decrease | $ 0 | $ 0 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets - Summary of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 12,470 | $ 12,470 |
Accumulated Amortization | (3,944) | (2,241) |
Carrying Value | $ 8,526 | $ 10,229 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life | 7 years 7 months 6 days | 7 years 7 months 6 days |
Gross Amount | $ 10,200 | $ 10,200 |
Accumulated Amortization | (2,972) | (1,830) |
Carrying Value | $ 7,228 | $ 8,370 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life | 3 years | 3 years |
Gross Amount | $ 1,700 | $ 1,700 |
Accumulated Amortization | (642) | (217) |
Carrying Value | $ 1,058 | $ 1,483 |
Other identifiable intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life | 2 years 9 months 18 days | 2 years 9 months 18 days |
Gross Amount | $ 570 | $ 570 |
Accumulated Amortization | (330) | (194) |
Carrying Value | $ 240 | $ 376 |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets - Summary Of Future Amortization Expense Of The Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (remaining three months) | $ 574 | |
2023 | 2,001 | |
2024 | 1,715 | |
2025 | 960 | |
2026 | 685 | |
Thereafter | 2,591 | |
Carrying Value | $ 8,526 | $ 10,229 |
Balance Sheet Detail - Summary
Balance Sheet Detail - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Commissions receivable, current portion | $ 10,215 | $ 9,285 |
Prepaid expenses and other current assets | 5,254 | 4,899 |
Total | $ 15,469 | $ 14,184 |
Balance Sheet Detail - Summar_2
Balance Sheet Detail - Summary of Other Assets Consisted (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Commission receivable, non-current portion | $ 28,159 | $ 13,415 |
Other assets | 450 | 681 |
Total | $ 28,609 | $ 14,096 |
Balance Sheet Detail - Summar_3
Balance Sheet Detail - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and benefits | $ 3,117 | $ 4,115 |
Accrued advertising expenses | 2,792 | 5,669 |
Other current liabilities | 4,044 | 3,231 |
Accrued expenses and other current liabilities | $ 9,953 | $ 13,015 |
Loan and Security Agreement - A
Loan and Security Agreement - Additional Information (Detail) - USD ($) | 9 Months Ended | |||
Jan. 01, 2024 | Jul. 15, 2022 | Jul. 14, 2022 | Sep. 30, 2022 | |
Amended Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Covenant Description | the Company has agreed to affirmative and negative covenants to which the Company will remain subject until maturity. The covenants include limitations on the Company’s ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. In addition, under the Amended Loan Agreement and through December 31, 2023, the Company is required to maintain a minimum asset coverage ratio of 1.5 to 1 calculated as the sum of unrestricted cash held at the Lender and eligible accounts receivable divided by all borrowings outstanding under the Amended Loan Agreement. Commencing December 31, 2023, the company is required to maintain, and test on a quarterly basis, a fixed charge coverage ratio and a leverage ratio. The fixed charge coverage ratio is measured as the Company’s ratio of (i) trailing twelve-month adjusted “EBITDA” (as defined in the Amended Loan Agreement) less capital expenditures, less cash taxes, to (ii) trailing twelve-month interest and principal payments to the Lender, of at least 1.25 to 1.00. The leverage ratio is measured as the ratio of (i) the Company’s outstanding obligations owing to the Lender, to (ii) the Company’s trailing twelve-month adjusted EBITDA (as defined in the Amended Loan Agreement), of not more than 3.00 to 1.00. | |||
Amended Loan Agreement [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate description | bear interest at 0.25% plus the greater of 4.25% or the prime rate as published in the Wall Street Journal. | |||
Amended Loan Agreement [Member] | Term Loan [Member] | Scenario Forecast [Member] | ||||
Debt Instrument [Line Items] | ||||
Term loan frequency of payment | term loan is payable in 42 equal monthly installments | |||
Amended Loan Agreement [Member] | In Event of Default [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Increase (Decrease) | 5% | |||
Amended Loan Agreement [Member] | Maximum [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Carrying Amount | $ 10,000,000 | |||
Amended Loan Agreement [Member] | Minimum [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 0.25% | |||
Debt instrument, basis spread on variable rate | 4.25% | |||
Revolving Credit Facility [Member] | 2020 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility borrowing capacity | $ 25,000,000 | |||
Maturity date | 2022-08 | |||
Revolving Credit Facility [Member] | Amended Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility borrowing capacity | $ 35,000,000 | |||
Maximum percentage borrowings of eligible accounts receivable | 85% | |||
Debt instrument, interest rate description | bear interest at the greater of 4.25% or the prime rate | |||
Debt Instrument, Maturity Date | Jul. 15, 2025 | |||
Revolving line of credit outstanding amount | $ 0 | |||
Maturity date | 2025-07 | |||
Revolving Credit Facility [Member] | Amended Loan Agreement [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Jan. 01, 2022 | Aug. 13, 2021 | Jun. 27, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Payment Arrangement, Expense | $ 7,233,000 | $ 8,348,000 | $ 22,363,000 | $ 22,957,000 | |||
Policy Fuel LLC [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Business combination contingent consideration period of achievement | 3 years | ||||||
Probable Performance Based [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Payment Arrangement, Expense | 200,000 | 700,000 | |||||
Non Probable Performance Based [Member] | Fixed Dollar Shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense related to unvested options | 2,100,000 | 2,100,000 | |||||
Performance Based [Member] | Probable Performance Based And Service Based [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense related to unvested options | 40,800,000 | $ 40,800,000 | |||||
Compensation expense, expected recognition period | 2 years 8 months 12 days | ||||||
Performance Based [Member] | Non Probable Performance Based [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense related to unvested options | 1,200,000 | $ 1,200,000 | |||||
Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options expiration period | 10 years | ||||||
Service And Performance Based Inducement Award [Member] | Accrued Liabilities And Other Liabilities [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Obligation To Issue Shares Current | $ 0 | $ 0 | |||||
Service And Performance Based Inducement Award [Member] | Policy Fuel LLC [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Business combination contingent consideration period of achievement | 3 years | ||||||
Service And Performance Based Inducement Award [Member] | Maximum [Member] | Policy Fuel LLC [Member] | Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employee Service Share Based Compensation Shares Used To Settle Awards | 173,042 | ||||||
Performance Based Inducement Award [Member] | Policy Fuel LLC [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted, shares | 17,030 | ||||||
Business combination contingent consideration period of achievement | 3 years | ||||||
Performance Based Inducement Award [Member] | Maximum [Member] | Policy Fuel LLC [Member] | Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employee Service Share Based Compensation Shares Used To Settle Awards | 34,060 | ||||||
Class A Common Stock [Member] | Service And Performance Based Inducement Award [Member] | Policy Fuel LLC [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued | 18,834 | ||||||
Fair value of shares issued | $ 200,000 | ||||||
Class A Common Stock [Member] | Days Preceding Revenue Target Date [Member] | Policy Fuel LLC [Member] | Fixed Dollar Shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
The number of trading days used to determine the volume weighted average price per share | 20 days | ||||||
Class A Common Stock [Member] | Days Preceding Revenue Target Date [Member] | Performance Based and Service Based RSUs [Member] | Policy Fuel LLC [Member] | Fixed Dollar Shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
The number of trading days used to determine the volume weighted average price per share | 20 days | ||||||
Class A Common Stock [Member] | Days Preceding Revenue Target Date [Member] | Performance Based RSUs [Member] | Policy Fuel LLC [Member] | Fixed Dollar Shares [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
The number of trading days used to determine the volume weighted average price per share | 20 days | ||||||
2018 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for grant | 1,676,708 | 1,676,708 | |||||
Number of Shares Authorized | 2,149,480 | ||||||
Share-based Compensation, number of additional shares available for issuance | 1,497,633 | ||||||
2018 Equity Incentive Plan [Member] | From 2008 Plan [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of Shares Authorized | 5,028,832 | ||||||
2018 Equity Incentive Plan [Member] | Service-based Options and RSUs [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate grant date fair value | $ 24,400,000 | $ 24,400,000 | |||||
Options Granted | 2,050,314 | ||||||
2018 Equity Incentive Plan [Member] | Class A Common Stock [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Annual increase in shares authorized | 2,500,000 | ||||||
2018 Equity Incentive Plan [Member] | Class A Common Stock and Class B Common Stock [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Annual percentage increase in shares authorized | 5% | ||||||
2018 Equity Incentive Plan [Member] | Class A Common Stock and Class B Common Stock [Member] | From 2008 Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of Shares Authorized | 583,056 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense of Statements of Operations and Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 7,233 | $ 8,348 | $ 22,363 | $ 22,957 |
Cost of Revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 67 | 108 | 221 | 282 |
Sales and Marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 2,461 | 3,366 | 8,635 | 9,216 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 2,687 | 2,692 | 7,748 | 7,340 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 2,018 | $ 2,182 | $ 5,759 | $ 6,119 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Contribution to defined contribution savings plan | $ 0.2 | $ 0.2 | $ 0.7 | $ 0.7 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Feb. 23, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Expense from transactions with related party | $ 2.8 | $ 0.8 | $ 6.2 | $ 2.7 | ||
Payment to related party | 3.4 | $ 1.1 | 5.5 | $ 2.9 | ||
Due to affiliate | $ 1 | $ 1 | $ 0.3 | |||
Private Placement [Member] | Common Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 1,004,016 | |||||
Shares Issued, Price Per Share | $ 14.94 | |||||
Proceeds from Issuance of Common Stock | $ 15 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Jul. 15, 2022 | Jul. 14, 2022 | Sep. 30, 2022 | |
Amended Loan Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Covenant Description | the Company has agreed to affirmative and negative covenants to which the Company will remain subject until maturity. The covenants include limitations on the Company’s ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. In addition, under the Amended Loan Agreement and through December 31, 2023, the Company is required to maintain a minimum asset coverage ratio of 1.5 to 1 calculated as the sum of unrestricted cash held at the Lender and eligible accounts receivable divided by all borrowings outstanding under the Amended Loan Agreement. Commencing December 31, 2023, the company is required to maintain, and test on a quarterly basis, a fixed charge coverage ratio and a leverage ratio. The fixed charge coverage ratio is measured as the Company’s ratio of (i) trailing twelve-month adjusted “EBITDA” (as defined in the Amended Loan Agreement) less capital expenditures, less cash taxes, to (ii) trailing twelve-month interest and principal payments to the Lender, of at least 1.25 to 1.00. The leverage ratio is measured as the ratio of (i) the Company’s outstanding obligations owing to the Lender, to (ii) the Company’s trailing twelve-month adjusted EBITDA (as defined in the Amended Loan Agreement), of not more than 3.00 to 1.00. | ||
Amended Loan Agreement [Member] | In Event of Default [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Interest Rate, Increase (Decrease) | 5% | ||
Amended Loan Agreement [Member] | Term Loan [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest rate description | bear interest at 0.25% plus the greater of 4.25% or the prime rate as published in the Wall Street Journal. | ||
Amended Loan Agreement [Member] | Maximum [Member] | Term Loan [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Carrying Amount | $ 10,000,000 | ||
Amended Loan Agreement [Member] | Minimum [Member] | Term Loan [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 0.25% | ||
Debt instrument, basis spread on variable rate | 4.25% | ||
Revolving Credit Facility [Member] | 2020 Loan Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Maturity date | 2022-08 | ||
Credit facility borrowing capacity | $ 25,000,000 | ||
Revolving Credit Facility [Member] | Amended Loan Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Maturity date | 2025-07 | ||
Credit facility borrowing capacity | $ 35,000,000 | ||
Maximum percentage borrowings of eligible accounts receivable | 85% | ||
Debt instrument, interest rate description | bear interest at the greater of 4.25% or the prime rate | ||
Debt Instrument, Maturity Date | Jul. 15, 2025 | ||
Revolving Credit Facility [Member] | Amended Loan Agreement [Member] | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% |