Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2021shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q1 |
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 |
Document Quarterly Report | true |
Entity Shell Company | false |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Interactive Data Current | Yes |
Title of 12(b) Security | Class A Common Stock |
Document Transition Report | false |
Entity Address, State or Province | MA |
Security Exchange Name | NASDAQ |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 001-38549 |
Entity Address, Address Line One | 210 Broadway |
Entity Address, City or Town | Cambridge |
Entity Address, Postal Zip Code | 02139 |
Entity Tax Identification Number | 26-3101161 |
City Area Code | 855 |
Local Phone Number | 522-3444 |
Common Class A [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 22,351,517 |
Common Class B [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 6,407,678 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 46,886 | $ 42,870 |
Accounts receivable, net | 49,067 | 46,079 |
Prepaid expenses and other current assets | 8,280 | 8,452 |
Total current assets | 104,233 | 97,401 |
Property and equipment, net | 6,080 | 6,173 |
Goodwill | 9,969 | 9,794 |
Acquired intangible assets, net | 3,063 | 3,366 |
Operating lease right-of-use assets | 9,070 | 9,621 |
Other assets | 3,254 | 2,695 |
Total assets | 135,669 | 129,050 |
Current liabilities: | ||
Accounts payable | 32,263 | 32,964 |
Accrued expenses and other current liabilities | 12,232 | 9,421 |
Deferred revenue | 1,812 | 1,869 |
Operating lease liabilities | 2,819 | 2,593 |
Total current liabilities | 49,126 | 46,847 |
Operating lease liabilities, net of current portion | 7,470 | 8,093 |
Other long-term liabilities | 3,085 | 3,128 |
Total liabilities | 59,681 | 58,068 |
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 | 197,964 | 189,172 |
Accumulated other comprehensive income (loss) | 8 | (7) |
Accumulated deficit | (122,012) | (118,211) |
Total stockholders' equity | 75,988 | 70,982 |
Total liabilities and stockholders' equity | 135,669 | 129,050 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | 22 | 21 |
Total stockholders' equity | 22 | 21 |
Class B Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | 6 | 7 |
Total stockholders' equity | $ 6 | $ 7 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 22,351,517 | 20,784,065 |
Common stock, shares outstanding | 22,351,517 | 20,784,065 |
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 | 6,407,678 | 7,429,502 |
Common stock, shares outstanding | 6,407,678 | 7,429,502 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 103,822 | $ 81,364 |
Cost and operating expenses: | ||
Cost of revenue | 5,953 | 5,335 |
Sales and marketing | 87,569 | 66,504 |
Research and development | 8,573 | 6,459 |
General and administrative | 5,596 | 4,719 |
Acquisition-related | (79) | |
Total cost and operating expenses | 107,612 | 83,017 |
Loss from operations | (3,790) | (1,653) |
Other income (expense): | ||
Interest income | 14 | 111 |
Other income (expense), net | (25) | 100 |
Total other income (expense), net | (11) | 211 |
Net loss | $ (3,801) | $ (1,442) |
Net loss per share, basic | $ (0.13) | $ (0.05) |
Net loss per share, diluted | $ (0.13) | $ (0.05) |
Weighted average common shares outstanding, basic | 28,431 | 26,640 |
Weighted average common shares outstanding, diluted | 28,431 | 26,640 |
Net loss | $ (3,801) | $ (1,442) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 15 | |
Comprehensive loss | $ (3,786) | $ (1,442) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Class A Common Stock [Member] | Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2019 | $ 51,770 | $ 15 | $ 12 | $ 158,752 | $ (107,009) | |
Beginning balance, shares at Dec. 31, 2019 | 14,635,834 | 11,802,341 | ||||
Issuance of common stock upon exercise of stock options | 1,364 | $ 0 | 1,364 | |||
Issuance of common stock upon exercise of stock options, shares | 214,179 | |||||
Vesting of restricted stock units, shares | 329,897 | |||||
Stock-based compensation expense | 4,540 | 4,540 | ||||
Transfer of Class B common stock to Class A common stock | $ 2 | $ (2) | ||||
Transfer of Class B common stock to Class A common stock, shares | 1,388,536 | (1,388,536) | ||||
Net loss | (1,442) | (1,442) | ||||
Ending balance at Mar. 31, 2020 | 56,232 | $ 17 | $ 10 | 164,656 | (108,451) | $ 0 |
Ending balance, shares at Mar. 31, 2020 | 16,568,446 | 10,413,805 | ||||
Beginning balance at Dec. 31, 2019 | 51,770 | $ 15 | $ 12 | 158,752 | (107,009) | |
Beginning balance, shares at Dec. 31, 2019 | 14,635,834 | 11,802,341 | ||||
Net loss | (11,200) | |||||
Ending balance at Dec. 31, 2020 | 70,982 | $ 21 | $ 7 | 189,172 | (118,211) | (7) |
Ending balance, shares at Dec. 31, 2020 | 20,784,065 | 7,429,502 | ||||
Issuance of common stock upon exercise of stock options | 1,272 | $ 0 | 1,272 | |||
Issuance of common stock upon exercise of stock options, shares | 213,317 | |||||
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 | $ (122,012) | $ 8 |
Ending balance, shares at Mar. 31, 2021 | 22,351,517 | 6,407,678 |
Condensed Consolidated Stateme
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (3,801) | $ (1,442) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization expense | 1,174 | 849 |
Stock-based compensation expense | 7,520 | 4,540 |
Change in fair value of contingent consideration | (79) | |
Provision for (recovery of) bad debt | (46) | 21 |
Unrealized foreign currency transaction (gains) losses | 15 | |
Changes in operating assets and liabilities, net of effects from acquisition: | ||
Accounts receivable | (2,942) | (3,462) |
Prepaid expenses and other current assets | 172 | (94) |
Operating lease right-of-use assets | 791 | |
Other assets | (733) | (4) |
Accounts payable | (702) | 3,983 |
Accrued expenses and other current liabilities | 2,810 | (489) |
Operating lease liabilities | (638) | |
Deferred revenue | (57) | 76 |
Other long-term liabilities | 36 | (51) |
Net cash provided by operating activities | 3,520 | 3,927 |
Cash flows from investing activities: | ||
Acquisition of property and equipment, including costs capitalized for development of internal-use software | (777) | (885) |
Net cash used in investing activities | (777) | (885) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 1,272 | 1,364 |
Net cash provided by financing activities | 1,272 | 1,364 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1 | |
Net increase in cash, cash equivalents and restricted cash | 4,016 | 4,406 |
Cash, cash equivalents and restricted cash at beginning of period | 43,120 | 46,304 |
Cash, cash equivalents and restricted cash at end of period | 47,136 | 50,710 |
Supplemental disclosure of noncash investing and financing information: | ||
Operating lease liabilities arising from obtaining right-of-use assets | 240 | |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 46,886 | 50,460 |
Restricted cash (included in other assets) | 250 | 250 |
Cash, cash equivalents and restricted cash at end of period | $ 47,136 | $ 50,710 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the 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, health and commercial insurance. The Company generates revenue by selling consumer referrals to insurance provider customers, consisting of carriers and agents, and indirect distributors in the United States. 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 outbreak of the novel strain of coronavirus (“COVID-19”), COVID-19 shelter-in-place COVID-19 pandemic 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 $3.8 million for the three months ended March 31, 2021 and $11.2 million for the year ended December 31, 2020. As of March 31, 2021, the Company had an accumulated deficit of $122.0 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 of up to $25.0 million under the Company’s revolving line of credit. 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 | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The condensed balance sheet at December 31, 2020 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 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 financial statements and the notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for 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 collectability of accounts receivable, the expensing and capitalization of website and software development costs, goodwill and acquired intangible assets, commissions receivable, the contingent consideration liability, the valuation of stock-based awards and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other 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 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 receivable. The Company maintains its cash and cash equivalents at two 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. For the three months ended March 31, 2021, one customer represented 20% of total revenue. For the three months ended March 31, 2020, one customer represented 24% of total revenue. As of March 31, 2021, one customer accounted for 17% of the accounts receivable balance. As of December 31, 2020, one customer accounted for 12% of the accounts 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 of $46.9 million as of March 31, 2021, consisting of money market funds, are carried at fair value based on Level 1 inputs. The carrying values of the Company’s accounts receivable, commissions receivable and commissions payable, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. The Company’s contingent consideration included in other long-term liabilities is carried at fair value based on Level 3 inputs (see Note 3). 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 March 31, 2021, the Company’s allowance for doubtful account was less than 0.1 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 (non-current)) Commissions Commissions payable represent the estimated share of policy commissions earned by the Company’s agents. The current portion of commissions payable (included within accrued expenses and other current liabilities) are estimated commissions expected to be paid within one year, while the non-current portion Goodwill and Acquired Intangible Assets The Company records goodwill when consideration paid in a business acquisition exceeds the value of the net assets acquired. The Company’s estimates of fair value are based upon assumptions believed to be reasonable at that time but that are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events or circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations and comprehensive loss as operating expenses or income. Goodwill is not amortized, but rather is tested for impairment annually, or more frequently if facts and circumstances warrant a review, such as significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. The Company assesses both the existence of potential impairment and the amount of impairment loss by comparing the fair value of the reporting unit with its carrying amount, including goodwill. Intangible assets are recorded at their estimated fair values at the date of acquisition. The Company amortizes acquired intangible assets over their estimated useful lives based on the pattern of consumption of the economic benefits or, if that pattern cannot be readily determined, on a straight-line basis. Revenue Recognition The Company derives its revenue by selling consumer referrals to its insurance provider customers, including insurance carriers and agents. To determine revenue recognition for arrangements that the Company determines are within the scope of the revenue standard, 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. The Company recognizes 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. 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. Total revenue is comprised of revenue from the following distribution channels: Three Months Ended 2021 2020 Direct channels 90 % 93 % Indirect channels 10 % 7 % 100 % 100 % Total revenue is comprised of revenue from the following insurance verticals (in thousands): Three Months Ended 2021 2020 Automotive $ 84,481 $ 67,641 Other 19,341 13,723 Total Revenue $ 103,822 $ 81,364 The Company has 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. At March 31, 2021, the Company had not capitalized any costs to obtain its contracts Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the accompanying 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 $1.8 million and $1.9 million as of March 31, 2021 and December 31, 2020, respectively. During the three months ended March 31, 2021, the Company recognized revenue of $1.2 million that was included in the contract liability balance (deferred revenue) at December 31, 2020. 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. Advertising Expense Advertising expense consists of variable costs that are related to attracting consumers to the Company’s marketplace and generating consumer quote requests, 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 statements of operations and comprehensive loss. During the three months ended March 31, 2021 and 2020, advertising expense totaled 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 affect is anti-dilutive. 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: March 31, 2021 2020 Options to purchase common stock 1,965,185 3,120,480 Unvested restricted stock units 2,842,867 3,585,469 4,808,052 6,705,949 The Company may also issue up to 97,922 shares of common stock as contingent consideration in connection with its acquisition of Crosspointe Insurance & Financial Services, LLC (see Note 3). These shares were not included in the Company’s calculation of basic or diluted net income (loss) per common share or in the table above. The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. As more fully described in Note 7, 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 Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisition | 3. Acquisition On September 1, 2020, the Company completed the acquisition of Crosspointe Insurance & Financial Services, LLC (“Crosspointe”), a health insurance agency headquartered in Evansville, Indiana. Crosspointe 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 enables 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 Business Combinations s The Company estimated the fair value of the shares of Class A common stock issuable upon achievement of the three annual targets as of the acquisition date. 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. The Company uses a Monte Carlo simulation model in its estimates. Significant assumptions and estimates utilized in the model include the forecasted revenue, revenue volatility and discount rate. As of September 1, 2020, the acquisition date, the estimated fair value of the contingent consideration included in other long-term liabilities was $0.4 million. The Company recognizes changes in the fair value of the liability in earnings until the liability is fully settled. As of December 31, 2020, the Company estimated the fair value of the contingent consideration included in other long-term liabilities to be $2.2 million. As of March 31, 2021, the Company estimated the fair value of the contingent consideration included in other long-term liabilities to be $2.1 million, and as a result recorded the decrease in the liability of $ 0.1 million to acquisition-related costs for the three months ended March 31, 2021. The following tables summarize the preliminary purchase price for Crosspointe and the preliminary allocation of the purchase price (in thousands): Cash paid $ Fair value of contingent consideration to be settled in stock 1,751 Total purchase price consideration $ 16,681 Assets Acquired and Liabilities Assumed: Commission s $ 3,285 Customer Relationships 3,600 Other identifiable intangible assets 270 Operating lease right-of-use assets 1,469 Goodwill 9,969 Total assets acquired 18,593 Accounts payable and accrued expenses (current and long-term) (443 ) Operating lease liabilities (1,469 ) Total allocation of purchase price consideration $ 16,681 Customer Significant assumptions and estimates utilized in the model include the customer attrition rate and discount rate. Acquired intangible assets are amortized over their estimated useful lives of three five years Commissions receivable were recorded at constrained lifetime values. 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 Crosspointe is deductible for tax purposes. The Company incurred costs of $ 0.5 |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | 4. Goodwill and Acquired 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. Acquired intangible assets consisted of the following (in thousands): March 31, 2021 Weighted Gross Accumulated Carrying (in years) Customer relationships 5 $ 3,600 $ (735 ) $ 2,865 Other identifiable intangible assets 3.7 270 (72 ) 198 $ 3,870 $ (807 ) $ 3,063 December 31, 2020 Weighted Gross Accumulated Carrying (in years) Customer relationships 5 $ 3,600 $ (464 ) $ 3,136 Other identifiable intangible assets 3.7 270 (40 ) 230 $ 3,870 $ (504 ) $ 3,366 Future amortization expense of the intangible assets as of March 31, 2021, is expected to be as follows (in thousands): Year Ending December 31, 2021 (Remaining nine months) $ 879 2022 826 2023 609 2024 440 2025 309 $ 3,063 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 5. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued employee compensation and benefits $ 2,543 $ 4,105 Accrued advertising expenses 6,381 2,596 Other current liabilities 3,308 2,720 $ 12,232 $ 9,421 |
Loan and Security Agreement
Loan and Security Agreement | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Loan and Security Agreement | 6. Loan and Security Agreement As of March 31, 2021, the Company had available borrowings of $25.0 million under its amended Loan and Security Agreement (the “2020 Loan Agreement”). Pursuant to the 2020 Loan Agreement, borrowings under the revolving line of credit cannot exceed 80% of eligible accounts receivable balances, bear interest at the greater of 3.25% or the prime rate and mature in August 2022. Borrowings are collateralized by substantially all of the Company’s assets and property. Under the 2020 Loan Agreement, the Company is subject to specified affirmative and negative covenants until maturity. These covenants include limitations on the Company’s ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions. In addition, the Company is required to maintain a financial performance covenant: a minimum asset coverage ratio of 1.5 to 1, calculated as the sum of unrestricted cash and qualified accounts receivable divided by borrowings outstanding under the revolving line of credit. As of March 31, 2021, the Company was in compliance with these covenants. Events which would meet the criteria of a default under the 2020 Loan Agreement include failure to make payments when due, insolvency events, failure to comply with covenants or material adverse events with respect to the Company. As of March 31, 2021, the Company had no amounts outstanding on the revolving line of credit. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity | 7. Equity Each share of Holders of both classes of common stock are entitled to receive dividends, when and if declared by the board of directors. 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. Automatic conversion shall occur upon the occurrence of a transfer of such share of Class B common stock or at the date and time, or the occurrence of an event, specified by a vote or written consent of the holders of a majority of the voting power of the then outstanding shares of Class B common stock. A transfer is described as a sale, assignment, transfer, conveyance, hypothecation or disposition of such share or any legal or beneficial interest in such share other than certain permitted transfers as described in the Restated Certificate of Incorporation, including a transfer to a holder of Preferred Stock. Each share of Class B common stock held by a stockholder shall automatically convert into one fully paid and non-assessable |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 8. Stock-Based 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 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 1,410,678 shares effective as of January 1, 2021 in accordance with the provisions of the 2018 Plan described above. As of March 31, 2021, 2,414,810 shares remain available for future grants under the 2018 Plan. Options and restricted stock units 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. Award Issuances During the three months ended March 31, 2021, the Company granted 260,933 service-based RSUs with an aggregate grant date fair value of $12.3 million. During the three months ended March 31, 2021, the Company granted 26,788 service- and performance-based RSUs with an aggregate grant date fair value of $1.3 million. Stock-Based Compensation The Company recorded stock-based compensation expense in the following expense categories of its statements of operations and comprehensive loss (in thousands): Three Months Ended 2021 2020 Cost of revenue $ 91 $ 54 Sales and marketing 3,391 1,695 Research and development 2,327 1,276 General and administrative 1,711 1,515 $ 7,520 $ 4,540 Stock-based compensation expense for the three months ended March 31, 2021 included a total of As of March 31, 2021, 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 $52.4 million, which is expected to be recognized over a weighted average period of 3.4 years. Additionally, the Company had unrecognized compensation expense of $4.1 million related to unvested awards with performance-based vesting conditions, which have not been deemed probable. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Leases The Company leases office space under various non-cancelable Leases, 10-K 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 March 31, 2021 and December 31, 2020, 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 financial statements as of March 31, 2021 and December 31, 2020. 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 Company does not believe its services are taxable in this state and is investigating this request and intends to vigorously defend this position. If the Company does not prevail in its position, uncollected sales taxes due for the period could amount to approximately $1.5 million, including interest and penalties. The Company has not recorded any liabilities related to this matter as the loss has not been deemed probable. 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 results of operations or financial condition. |
Retirement Plan
Retirement Plan | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 10. 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 million during each of the three months ended March 31, 2021 and 2020. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party The Company has, in the ordinary course |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The condensed balance sheet at December 31, 2020 was derived from audited financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 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 financial statements and the notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for |
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 collectability of accounts receivable, the expensing and capitalization of website and software development costs, goodwill and acquired intangible assets, commissions receivable, the contingent consideration liability, the valuation of stock-based awards and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other 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 |
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 receivable. The Company maintains its cash and cash equivalents at two 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. For the three months ended March 31, 2021, one customer represented 20% of total revenue. For the three months ended March 31, 2020, one customer represented 24% of total revenue. As of March 31, 2021, one customer accounted for 17% of the accounts receivable balance. As of December 31, 2020, one customer accounted for 12% of the accounts receivable 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 March 31, 2021, the Company’s allowance for doubtful account was less than 0.1 |
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 (non-current)) |
Commissions Payable | Commissions Commissions payable represent the estimated share of policy commissions earned by the Company’s agents. The current portion of commissions payable (included within accrued expenses and other current liabilities) are estimated commissions expected to be paid within one year, while the non-current portion |
Goodwill and Acquired Intangible Assets | Goodwill and Acquired Intangible Assets The Company records goodwill when consideration paid in a business acquisition exceeds the value of the net assets acquired. The Company’s estimates of fair value are based upon assumptions believed to be reasonable at that time but that are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events or circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations and comprehensive loss as operating expenses or income. Goodwill is not amortized, but rather is tested for impairment annually, or more frequently if facts and circumstances warrant a review, such as significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. The Company assesses both the existence of potential impairment and the amount of impairment loss by comparing the fair value of the reporting unit with its carrying amount, including goodwill. Intangible assets are recorded at their estimated fair values at the date of acquisition. The Company amortizes acquired intangible assets over their estimated useful lives based on the pattern of consumption of the economic benefits or, if that pattern cannot be readily determined, on a straight-line basis. |
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 of $46.9 million as of March 31, 2021, consisting of money market funds, are carried at fair value based on Level 1 inputs. The carrying values of the Company’s accounts receivable, commissions receivable and commissions payable, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. The Company’s contingent consideration included in other long-term liabilities is carried at fair value based on Level 3 inputs (see Note 3). |
Revenue Recognition | Revenue Recognition The Company derives its revenue by selling consumer referrals to its insurance provider customers, including insurance carriers and agents. To determine revenue recognition for arrangements that the Company determines are within the scope of the revenue standard, 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. The Company recognizes 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. 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. Total revenue is comprised of revenue from the following distribution channels: Three Months Ended 2021 2020 Direct channels 90 % 93 % Indirect channels 10 % 7 % 100 % 100 % Total revenue is comprised of revenue from the following insurance verticals (in thousands): Three Months Ended 2021 2020 Automotive $ 84,481 $ 67,641 Other 19,341 13,723 Total Revenue $ 103,822 $ 81,364 The Company has 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. At March 31, 2021, the Company had not capitalized any costs to obtain its contracts Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the accompanying 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 $1.8 million and $1.9 million as of March 31, 2021 and December 31, 2020, respectively. During the three months ended March 31, 2021, the Company recognized revenue of $1.2 million that was included in the contract liability balance (deferred revenue) at December 31, 2020. 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. |
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, 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 statements of operations and comprehensive loss. During the three months ended March 31, 2021 and 2020, advertising expense totaled |
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 affect is anti-dilutive. 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: March 31, 2021 2020 Options to purchase common stock 1,965,185 3,120,480 Unvested restricted stock units 2,842,867 3,585,469 4,808,052 6,705,949 The Company may also issue up to 97,922 shares of common stock as contingent consideration in connection with its acquisition of Crosspointe Insurance & Financial Services, LLC (see Note 3). These shares were not included in the Company’s calculation of basic or diluted net income (loss) per common share or in the table above. The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. As more fully described in Note 7, 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 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | Total revenue is comprised of revenue from the following distribution channels: Three Months Ended 2021 2020 Direct channels 90 % 93 % Indirect channels 10 % 7 % 100 % 100 % Total revenue is comprised of revenue from the following insurance verticals (in thousands): Three Months Ended 2021 2020 Automotive $ 84,481 $ 67,641 Other 19,341 13,723 Total Revenue $ 103,822 $ 81,364 |
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: March 31, 2021 2020 Options to purchase common stock 1,965,185 3,120,480 Unvested restricted stock units 2,842,867 3,585,469 4,808,052 6,705,949 |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Summary of Preliminary Purchase Price for Crosspointe and Preliminary Allocation of Purchase Price | The following tables summarize the preliminary purchase price for Crosspointe and the preliminary allocation of the purchase price (in thousands): Cash paid $ Fair value of contingent consideration to be settled in stock 1,751 Total purchase price consideration $ 16,681 Assets Acquired and Liabilities Assumed: Commission s $ 3,285 Customer Relationships 3,600 Other identifiable intangible assets 270 Operating lease right-of-use assets 1,469 Goodwill 9,969 Total assets acquired 18,593 Accounts payable and accrued expenses (current and long-term) (443 ) Operating lease liabilities (1,469 ) Total allocation of purchase price consideration $ 16,681 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Acquired Intangible Assets | Acquired intangible assets consisted of the following (in thousands): March 31, 2021 Weighted Gross Accumulated Carrying (in years) Customer relationships 5 $ 3,600 $ (735 ) $ 2,865 Other identifiable intangible assets 3.7 270 (72 ) 198 $ 3,870 $ (807 ) $ 3,063 December 31, 2020 Weighted Gross Accumulated Carrying (in years) Customer relationships 5 $ 3,600 $ (464 ) $ 3,136 Other identifiable intangible assets 3.7 270 (40 ) 230 $ 3,870 $ (504 ) $ 3,366 |
Summary of Future Amortization Expense of the Intangible Assets | Future amortization expense of the intangible assets as of March 31, 2021, is expected to be as follows (in thousands): Year Ending December 31, 2021 (Remaining nine months) $ 879 2022 826 2023 609 2024 440 2025 309 $ 3,063 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued employee compensation and benefits $ 2,543 $ 4,105 Accrued advertising expenses 6,381 2,596 Other current liabilities 3,308 2,720 $ 12,232 $ 9,421 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock-Based Compensation Expense of Statements of Operations and Comprehensive Loss | Stock-Based Compensation The Company recorded stock-based compensation expense in the following expense categories of its statements of operations and comprehensive loss (in thousands): Three Months Ended 2021 2020 Cost of revenue $ 91 $ 54 Sales and marketing 3,391 1,695 Research and development 2,327 1,276 General and administrative 1,711 1,515 $ 7,520 $ 4,540 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||
Net losses | $ 3,801 | $ 1,442 | $ 11,200 |
Accumulated deficit | 122,012 | $ 118,211 | |
Revolving Credit Facility [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Credit facility borrowing capacity | $ 25,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | Sep. 01, 2020shares | Mar. 31, 2021USD ($)Customersshares | Mar. 31, 2020USD ($)Customers | Dec. 31, 2020USD ($)Customers |
Significant Accounting Policies [Line Items] | ||||
Deferred revenue | $ 1.8 | $ 1.9 | ||
Contract with customer, liability, revenue recognized | 1.2 | |||
Advertising expenses | 72.4 | $ 57.5 | ||
Write off against reserve | $ 0.1 | |||
Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Write off against reserve | $ 0.1 | |||
Crosspointe Insurance and Financial Services LLC [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Contingent consideration payable in common stock, shares | shares | 97,922 | 97,922 | ||
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Cash equivalents | $ 46.9 | |||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Number of major customers | Customers | 1 | 1 | ||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customers A [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration risk percentage | 20.00% | 24.00% | ||
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 | 17.00% | 12.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Revenue by Distribution Chanel (Detail) - Sales Revenue, Net [Member] | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Product Information [Line Items] | ||
Revenue from Contract with Customer Percentage | 100.00% | 100.00% |
Direct channels [Member] | ||
Product Information [Line Items] | ||
Revenue from Contract with Customer Percentage | 90.00% | 93.00% |
Indirect channels [Member] | ||
Product Information [Line Items] | ||
Revenue from Contract with Customer Percentage | 10.00% | 7.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Disaggregation Of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Product Information [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 103,822 | $ 81,364 |
Automotive [Member] | ||
Product Information [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 84,481 | 67,641 |
Other [Member] | ||
Product Information [Line Items] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 19,341 | $ 13,723 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 4,808,052 | 6,705,949 |
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 | 1,965,185 | 3,120,480 |
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 | 2,842,867 | 3,585,469 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 01, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Total Business purchase consideration | $ 16,681 | ||
Business consideration, cash paid | 14,930 | ||
Business consideration, shares issued or issuable | 1,751 | ||
Business Combination, Change in Amount of Contingent Consideration | $ (79) | ||
Acquisition-related costs | $ (79) | ||
Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, useful life | 3 years | ||
Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Identifiable intangible assets, useful life | 5 years | ||
Crosspointe Insurance and Financial Services LLC [Member] | |||
Business Acquisition [Line Items] | |||
Total Business purchase consideration | 16,700 | ||
Business consideration, cash paid | 14,900 | ||
Business combination, fair value of the contingent consideration | $ 400 | $ 2,100 | $ 2,200 |
Business Combination, Change in Amount of Contingent Consideration | (100) | ||
Business combination contingent consideration period of achievement | 3 years | ||
Acquisition-related costs | $ 500 | ||
Crosspointe Insurance and Financial Services LLC [Member] | Commission Receivable Fair Value Adjustment | |||
Business Acquisition [Line Items] | |||
Adjustment to Goodwill | $ 200 | ||
Crosspointe Insurance and Financial Services LLC [Member] | Class A Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Business consideration, shares issued or issuable | $ 1,800 | ||
Crosspointe Insurance and Financial Services LLC [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Contingent consideration payable in common stock, shares | 97,922 | 97,922 |
Acquisition - Summary of Prelim
Acquisition - Summary of Preliminary Purchase Price for Crosspointe and Preliminary Allocation of Purchase Price (Detail) - USD ($) $ in Thousands | Sep. 01, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Cash paid | $ 14,930 | ||
Fair value of contingent consideration to be settled in stock | 1,751 | ||
Total purchase price consideration | 16,681 | ||
Assets acquired and liabilities assumed: | |||
Commissions receivable (current and long-term) | 3,285 | ||
Operating lease right-of-use assets | 1,469 | ||
Goodwill | 9,969 | $ 9,969 | $ 9,794 |
Total assets acquired | 18,593 | ||
Accounts payable and accrued expenses (current and long-term) | (443) | ||
Operating lease liabilities | (1,469) | ||
Total allocation of purchase price consideration | 16,681 | ||
Customer relationships [Member] | |||
Assets acquired and liabilities assumed: | |||
Business Combination, Intangible Assets Acquired | 3,600 | ||
Other identifiable intangible assets [Member] | |||
Assets acquired and liabilities assumed: | |||
Business Combination, Intangible Assets Acquired | $ 270 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets - Summary of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 3,870 | $ 3,870 |
Accumulated Amortization | (807) | (504) |
Carrying Value | $ 3,063 | $ 3,366 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life | 5 years | 5 years |
Gross Amount | $ 3,600 | $ 3,600 |
Accumulated Amortization | (735) | (464) |
Carrying Value | $ 2,865 | $ 3,136 |
Other identifiable intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life | 3 years 8 months 12 days | 3 years 8 months 12 days |
Gross Amount | $ 270 | $ 270 |
Accumulated Amortization | (72) | (40) |
Carrying Value | $ 198 | $ 230 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets - Summary Of Future Amortization Expense Of The Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (Remaining nine months) | $ 879 | |
2022 | 826 | |
2023 | 609 | |
2024 | 440 | |
2025 | 309 | |
Total | $ 3,063 | $ 3,366 |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets - Additional Information (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)Units | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment loss | $ | $ 0 |
Number of Reporting Units | Units | 1 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and benefits | $ 2,543 | $ 4,105 |
Accrued advertising expenses | 6,381 | 2,596 |
Other current liabilities | 3,308 | 2,720 |
Accrued expenses and other current liabilities | $ 12,232 | $ 9,421 |
Loan and Security Agreement - A
Loan and Security Agreement - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended |
Aug. 31, 2020 | Mar. 31, 2021 | |
Loan and Security Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Revolving line of credit outstanding amount | $ 0 | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility borrowing capacity | 25,000,000 | |
Revolving Credit Facility [Member] | Loan and Security Agreement [Member] | 2020 Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility borrowing capacity | $ 25,000,000 | |
Maximum percentage borrowings of eligible accounts receivable | 80.00% | |
Debt instrument, interest rate description | bear interest at the greater of 3.25% or the prime rate | |
Debt instrument interest rate during period minimum stated percentage | 3.25% | |
Debt Instrument, Covenant Description | the Company is required to maintain a financial performance covenant: a minimum asset coverage ratio of 1.5 to 1, calculated as the sum of unrestricted cash and qualified accounts receivable divided by borrowings outstanding under the revolving line of credit. As of March 31, 2021, the Company was in compliance with these covenants. Events which would meet the criteria of a default under the 2020 Loan Agreement include failure to make payments when due, insolvency events, failure to comply with covenants or material adverse events with respect to the Company. | |
Maturity date | 2022-08 |
Equity - Additional Information
Equity - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021 | |
Class A Common Stock [Member] | |
Class of Stock [Line Items] | |
Common stock, voting right | Class A common stock entitles the holder to one vote for each share |
Class B Common Stock [Member] | |
Class of Stock [Line Items] | |
Common stock, voting right | Class B common stock entitles the holder to ten votes for each share |
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. Automatic conversion shall occur upon the occurrence of a transfer of such share of Class B common stock or at the date and time, or the occurrence of an event, specified by a vote or written consent of the holders of a majority of the voting power of the then outstanding shares of Class B common stock. A transfer is described as a sale, assignment, transfer, conveyance, hypothecation or disposition of such share or any legal or beneficial interest in such share other than certain permitted transfers as described in the Restated Certificate of Incorporation, including a transfer to a holder of Preferred Stock. Each share of Class B common stock held by a stockholder shall automatically convert into one fully paid and non-assessable share of Class A common stock nine months after the death or incapacity of the holder of such Class B common stock. |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 01, 2021 | Jun. 27, 2018 | Mar. 31, 2021 | Mar. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 7,520 | $ 4,540 | ||
Probable Performance Based [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | 600 | |||
Performance Based [Member] | Non 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 | 4,100 | |||
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 | $ 52,400 | |||
Compensation expense, expected recognition period | 3 years 4 months 24 days | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options expiration period | 10 years | |||
Service Based Restricted Stock Units (RSUs) [Member] | Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 260,933 | |||
Aggregate grant date fair value of options | $ 12,300 | |||
Service Based and Performance Based RSUs [Member] | Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 26,788 | |||
Aggregate grant date fair value of options | $ 1,300 | |||
2018 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation, common stock available for grant | 2,414,810 | |||
Share-based Compensation, number of additional shares available for issuance | 1,410,678 | |||
2018 Equity Incentive Plan [Member] | Class A Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation, common stock available for grant | 2,149,480 | |||
2018 Equity Incentive Plan [Member] | Class A Common Stock [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation, common stock available for grant | 5,028,832 | |||
Annual increase in shares authorized | 2,500,000 | |||
2018 Equity Incentive Plan [Member] | Class A Common Stock and Class B Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation, number of additional shares available from 2008 Stock Incentive Plan | 583,056 | |||
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 | 5.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense of Statements of Operations and Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 7,520 | $ 4,540 |
Cost of Revenue [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 91 | 54 |
Sales and Marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 3,391 | 1,695 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 2,327 | 1,276 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 1,711 | $ 1,515 |
Commitments and Contingencies -
Commitments and Contingencies -Additional Information (Detail) $ in Millions | Mar. 31, 2021USD ($) |
Operating Leased Assets [Line Items] | |
Nonprobable Sales Tax Due | $ 1.5 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Contribution to defined contribution savings plan | $ 0.2 | $ 0.2 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |||
Expense from transactions with related party | $ 1 | $ 0.9 | |
Payment to related party | 0.8 | $ 1 | |
Due to affiliate | $ 0.7 | $ 0.5 |