Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 04, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40406 | |
Entity Registrant Name | ZIPRECRUITER, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-2976158 | |
Entity Address, Address Line One | 604 Arizona Ave. | |
Entity Address, City or Town | Santa Monica, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90401 | |
City Area Code | (877) | |
Local Phone Number | 252-1062 | |
Title of 12(b) Security | Class A common stock, $0.00001 par value per share | |
Trading Symbol | ZIP | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001617553 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 86,396,592 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 30,375,749 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 204,881 | $ 114,539 |
Accounts receivable, net of allowances of $3,769 and $3,933 at September 30, 2021 and December 31, 2020, respectively | 43,502 | 21,036 |
Prepaid expenses and other assets | 11,066 | 5,462 |
Deferred commissions, current portion | 4,397 | 3,727 |
Total current assets | 263,846 | 144,764 |
Property and equipment, net | 9,096 | 5,043 |
Operating lease right-of-use assets | 18,387 | 22,500 |
Internal use software, net | 12,810 | 11,191 |
Deferred commissions, net of current portion | 3,718 | 3,712 |
Goodwill | 1,724 | 1,724 |
Deferred tax assets, net | 41,355 | 23,083 |
Other assets | 1,233 | 112 |
Total assets | 352,169 | 212,129 |
Current liabilities | ||
Accounts payable | 32,458 | 13,509 |
Accrued expenses | 67,466 | 38,842 |
Deferred revenue | 25,414 | 15,112 |
Deferred payroll tax liability, current portion | 1,677 | 1,677 |
Operating lease liabilities, current portion | 5,684 | 1,669 |
Other liabilities | 132 | 646 |
Total current liabilities | 132,831 | 71,455 |
Operating lease liabilities, net of current portion | 19,856 | 25,130 |
Convertible notes and accrued interest with related parties | 0 | 25,371 |
Deferred payroll tax liability, net of current portion | 1,828 | 1,818 |
Other liabilities | 1,625 | 1,795 |
Total liabilities | 156,140 | 125,569 |
Commitments and contingencies (Note 8) | ||
Redeemable convertible preferred stock | ||
Total redeemable convertible preferred stock | 0 | 136,856 |
Stockholders' equity (deficit) | ||
Preferred Stock, $0.00001 par value; 50,000 and no shares authorized as of September 30, 2021 and December 31, 2020, respectively; no shares issued and outstanding as September 30, 2021 and December 31, 2020 | 0 | 0 |
Class B treasury stock, 195 shares outstanding as of September 30, 2021 and December 31, 2020 | (644) | (644) |
Additional paid-in capital | 285,445 | 21,732 |
Accumulated deficit | (88,773) | (71,384) |
Total stockholders' equity (deficit) | 196,029 | (50,296) |
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit) | $ 352,169 | 212,129 |
Common stock, par value (in dollars per share) | $ 0.00001 | |
Series A Preferred Stock | ||
Redeemable convertible preferred stock | ||
Total redeemable convertible preferred stock | $ 0 | 87,118 |
Series B Preferred Stock | ||
Redeemable convertible preferred stock | ||
Total redeemable convertible preferred stock | 0 | 49,738 |
Common Class A | ||
Stockholders' equity (deficit) | ||
Common stock | $ 1 | $ 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common Class B | ||
Stockholders' equity (deficit) | ||
Common stock | $ 0 | $ 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Accounts receivable, allowance for credit loss, current | $ 3,769 | $ 3,933 |
Stockholders' equity (deficit) | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, authorized (in shares) | 50,000,000 | 0 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | |
Common stock, authorized (in shares) | 1,450,000,000 | |
Treasury stock (in shares) | 195,000 | 195,000 |
Series A Preferred Stock | ||
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Redeemable convertible preferred stock, authorized (in shares) | 0 | 2,271,000 |
Redeemable convertible preferred stock, issued (in shares) | 0 | 2,271,000 |
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 2,271,000 |
Series B Preferred Stock | ||
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Redeemable convertible preferred stock, authorized (in shares) | 0 | 6,151,000 |
Redeemable convertible preferred stock, issued (in shares) | 0 | 6,031,000 |
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 6,031,000 |
Common Class A | ||
Stockholders' equity (deficit) | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized (in shares) | 700,000,000 | 0 |
Common stock, issued (in shares) | 84,864,000 | 0 |
Common stock, outstanding (in shares) | 84,864,000 | 0 |
Common Class B | ||
Stockholders' equity (deficit) | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized (in shares) | 700,000,000 | 137,800,000 |
Common stock, issued (in shares) | 31,771,000 | 78,283,000 |
Common stock, outstanding (in shares) | 31,576,000 | 78,088,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 212,672 | $ 102,851 | $ 521,004 | $ 303,798 |
Cost of revenue | 22,277 | 12,949 | 59,838 | 39,261 |
Gross profit | 190,395 | 89,902 | 461,166 | 264,537 |
Operating expenses | ||||
Sales and marketing | 112,178 | 41,713 | 289,825 | 148,662 |
Research and development | 27,155 | 16,863 | 82,079 | 52,395 |
General and administrative | 33,094 | 8,232 | 123,145 | 29,512 |
Total operating expenses | 172,427 | 66,808 | 495,049 | 230,569 |
Income (loss) from operations | 17,968 | 23,094 | (33,883) | 33,968 |
Other income (expense) | ||||
Interest expense | (221) | (179) | (696) | (825) |
Sublease income | 0 | 226 | 151 | 783 |
Other income (expense), net | (154) | 152 | (100) | (60) |
Total other income (expense), net | (375) | 199 | (645) | (102) |
Income (loss) before income taxes | 17,593 | 23,293 | (34,528) | 33,866 |
Income tax expense (benefit) | (4,467) | 187 | (17,139) | 519 |
Net income (loss) | 22,060 | 23,106 | (17,389) | 33,347 |
Less: Accretion of redeemable convertible preferred stock | 0 | (975) | (1,480) | (2,886) |
Less: Undistributed earnings attributable to participating securities | 0 | (5,129) | 0 | (7,091) |
Net income (loss) attributable to Class A and Class B common stockholders | $ 22,060 | $ 17,002 | $ (18,869) | $ 23,370 |
Net income (loss) per share attributable to Class A and Class B common stockholders: | ||||
Basic (in dollars per share) | $ 0.19 | $ 0.21 | $ (0.19) | $ 0.29 |
Diluted (in dollars per share) | $ 0.17 | $ 0.19 | $ (0.19) | $ 0.26 |
Weighted average shares used in computing net income (loss) per share attributable to Class A and Class B common stockholders: | ||||
Basic (in shares) | 115,372 | 80,218 | 97,159 | 79,775 |
Diluted (in shares) | 126,474 | 95,844 | 97,159 | 93,137 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Conversion of redeemable convertible preferred stock to common stock | Conversion of convertible notes with related parties to common stock | Conversion of Class B stock to Class A stock | Cumulative-effect of accounting change adopted as of January 1, 2020 | Common Stock | Treasury Stock | Additional Paid-in Capital | Additional Paid-in CapitalConversion of redeemable convertible preferred stock to common stock | Additional Paid-in CapitalConversion of convertible notes with related parties to common stock | Additional Paid-in CapitalCumulative-effect of accounting change adopted as of January 1, 2020 | Retained Earnings | Retained EarningsCumulative-effect of accounting change adopted as of January 1, 2020 | Series A Preferred Stock | Series B Preferred Stock | Common Class ACommon Stock | Common Class ACommon StockConversion of Class B stock to Class A stock | Common Class BCommon Stock | Common Class BCommon StockConversion of redeemable convertible preferred stock to common stock | Common Class BCommon StockConversion of convertible notes with related parties to common stock | Common Class BCommon StockConversion of Class B stock to Class A stock |
Beginning balance (in shares) at Dec. 31, 2019 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 83,375 | $ 49,598 | |||||||||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | $ 920 | $ 35 | |||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Ending balance at Mar. 31, 2020 | $ 84,295 | $ 49,633 | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | (195,000) | 0 | 79,583,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ (122,311) | $ 0 | $ (644) | $ 35,339 | $ 426 | $ (157,006) | $ (426) | $ 0 | $ 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | (955) | (955) | |||||||||||||||||||
Issuance of common stock upon exercise of options (in shares) | 572,000 | ||||||||||||||||||||
Issuance of common stock upon exercise of options | 305 | 305 | |||||||||||||||||||
Stock-based compensation | 1,994 | 1,994 | |||||||||||||||||||
Capital contribution (in shares) | (213,000) | ||||||||||||||||||||
Net income (loss) | (11,082) | (11,082) | |||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | (195,000) | 0 | 79,942,000 | ||||||||||||||||||
Ending balance at Mar. 31, 2020 | (132,049) | $ (644) | 37,109 | (168,514) | $ 0 | $ 0 | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 83,375 | $ 49,598 | |||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Ending balance at Sep. 30, 2020 | $ 86,156 | $ 49,703 | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | (195,000) | 0 | 79,583,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2019 | (122,311) | $ 0 | $ (644) | 35,339 | $ 426 | (157,006) | $ (426) | $ 0 | $ 0 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income (loss) | 33,347 | ||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | (195,000) | 0 | 80,548,000 | ||||||||||||||||||
Ending balance at Sep. 30, 2020 | (85,680) | $ (644) | 39,049 | (124,085) | $ 0 | $ 0 | |||||||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Beginning balance at Mar. 31, 2020 | $ 84,295 | $ 49,633 | |||||||||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | $ 921 | $ 35 | |||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Ending balance at Jun. 30, 2020 | $ 85,216 | $ 49,668 | |||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | (195,000) | 0 | 79,942,000 | ||||||||||||||||||
Beginning balance at Mar. 31, 2020 | (132,049) | $ (644) | 37,109 | (168,514) | $ 0 | $ 0 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | (956) | (956) | |||||||||||||||||||
Issuance of common stock upon exercise of options (in shares) | 672,000 | ||||||||||||||||||||
Issuance of common stock upon exercise of options | 699 | 699 | |||||||||||||||||||
Stock-based compensation | 1,386 | 1,386 | |||||||||||||||||||
Capital contribution (in shares) | (213,000) | ||||||||||||||||||||
Net income (loss) | 21,323 | 21,323 | |||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | (195,000) | 0 | 80,401,000 | ||||||||||||||||||
Ending balance at Jun. 30, 2020 | (109,597) | $ (644) | 38,238 | (147,191) | $ 0 | $ 0 | |||||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | $ 940 | $ 35 | |||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Ending balance at Sep. 30, 2020 | $ 86,156 | $ 49,703 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | (975) | (975) | |||||||||||||||||||
Issuance of common stock upon exercise of options (in shares) | 218,000 | ||||||||||||||||||||
Issuance of common stock upon exercise of options | 483 | 483 | |||||||||||||||||||
Stock-based compensation | 1,303 | 1,303 | |||||||||||||||||||
Capital contribution (in shares) | (71,000) | ||||||||||||||||||||
Net income (loss) | 23,106 | 23,106 | |||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | (195,000) | 0 | 80,548,000 | ||||||||||||||||||
Ending balance at Sep. 30, 2020 | (85,680) | $ (644) | 39,049 | (124,085) | $ 0 | $ 0 | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 136,856 | $ 87,118 | $ 49,738 | ||||||||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | $ 961 | $ 36 | |||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Ending balance at Mar. 31, 2021 | $ 88,079 | $ 49,774 | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | (195,000) | 0 | 78,283,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2020 | (50,296) | $ (644) | 21,732 | (71,384) | $ 0 | $ 0 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | (997) | (997) | |||||||||||||||||||
Issuance of common stock upon exercise of options (in shares) | 1,965,000 | ||||||||||||||||||||
Issuance of common stock upon exercise of options | 3,660 | 3,660 | |||||||||||||||||||
Repurchase and retirement of common stock (in shares) | (50,000) | ||||||||||||||||||||
Repurchase and retirement of common stock | (450) | (450) | |||||||||||||||||||
Stock-based compensation | 1,290 | 1,290 | |||||||||||||||||||
Net income (loss) | 13,398 | 13,398 | |||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | (195,000) | 0 | 80,198,000 | ||||||||||||||||||
Ending balance at Mar. 31, 2021 | (33,395) | $ (644) | 25,235 | (57,986) | $ 0 | $ 0 | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 136,856 | $ 87,118 | $ 49,738 | ||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 0 | |||||||||||||||||||
Ending balance at Sep. 30, 2021 | 0 | $ 0 | $ 0 | ||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | (195,000) | 0 | 78,283,000 | ||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ (50,296) | $ (644) | 21,732 | (71,384) | $ 0 | $ 0 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Issuance of common stock upon exercise of options (in shares) | 115,000 | ||||||||||||||||||||
Net income (loss) | $ (17,389) | ||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | (195,000) | 84,864,000 | 31,771,000 | ||||||||||||||||||
Ending balance at Sep. 30, 2021 | 196,029 | $ (644) | 285,445 | (88,773) | $ 1 | $ 0 | |||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 2,271,000 | 6,031,000 | |||||||||||||||||||
Beginning balance at Mar. 31, 2021 | $ 88,079 | $ 49,774 | |||||||||||||||||||
Redeemable Convertible Preferred Stock | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | $ 466 | $ 17 | |||||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | (2,271,000) | (6,031,000) | |||||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock | $ (88,545) | $ (49,791) | |||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 0 | |||||||||||||||||||
Ending balance at Jun. 30, 2021 | $ 0 | $ 0 | |||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | (195,000) | 0 | 80,198,000 | ||||||||||||||||||
Beginning balance at Mar. 31, 2021 | (33,395) | $ (644) | 25,235 | (57,986) | $ 0 | $ 0 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Accretion of redeemable convertible preferred stock | (483) | (483) | |||||||||||||||||||
Conversion of shares (in shares) | 82,714,000 | 24,202,000 | 3,085,000 | (82,714,000) | |||||||||||||||||
Conversion of shares | $ 138,336 | $ 25,653 | $ 0 | $ 138,335 | $ 25,653 | $ 1 | $ 1 | $ (1) | |||||||||||||
Issuance of common stock upon exercise of options (in shares) | 5,282,000 | ||||||||||||||||||||
Issuance of common stock upon exercise of options | 8,720 | 8,720 | |||||||||||||||||||
Repurchase and retirement of common stock (in shares) | (100,000) | ||||||||||||||||||||
Repurchase and retirement of common stock | (2,300) | (2,300) | |||||||||||||||||||
Vesting of early exercised stock options | 97 | 97 | |||||||||||||||||||
Issuance of common stock upon the vesting and settlement of restricted stock units (in shares) | 2,278,000 | ||||||||||||||||||||
Stock-based compensation | 65,121 | 65,121 | |||||||||||||||||||
Net income (loss) | (52,847) | (52,847) | |||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | (195,000) | 82,714,000 | 32,231,000 | ||||||||||||||||||
Ending balance at Jun. 30, 2021 | 148,902 | $ (644) | 260,378 | (110,833) | $ 1 | $ 0 | |||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 0 | |||||||||||||||||||
Ending balance at Sep. 30, 2021 | 0 | $ 0 | $ 0 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Conversion of shares (in shares) | 2,038,000 | (2,038,000) | |||||||||||||||||||
Issuance of common stock upon exercise of options (in shares) | 1,036,000 | ||||||||||||||||||||
Issuance of common stock upon exercise of options | 2,461 | 2,461 | |||||||||||||||||||
Vesting of early exercised stock options | 99 | 99 | |||||||||||||||||||
Issuance of common stock upon the vesting and settlement of restricted stock units (in shares) | 112,000 | 542,000 | |||||||||||||||||||
Stock-based compensation | 22,507 | 22,507 | |||||||||||||||||||
Net income (loss) | 22,060 | 22,060 | |||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | (195,000) | 84,864,000 | 31,771,000 | ||||||||||||||||||
Ending balance at Sep. 30, 2021 | $ 196,029 | $ (644) | $ 285,445 | $ (88,773) | $ 1 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net income (loss) | $ (17,389) | $ 33,347 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Stock-based compensation expense | 87,625 | 4,560 |
Depreciation and amortization | 6,999 | 7,344 |
Provision for bad debts | 1,296 | 2,674 |
Deferred income taxes | (18,272) | 0 |
Non-cash lease expense | 4,113 | 4,121 |
Amortization of issuance costs for credit facility | 106 | 0 |
Loss on disposal of property and equipment | 23 | 341 |
Change in operating assets and liabilities: | ||
Accounts receivable | (23,762) | 1,554 |
Prepaid expenses and other current assets | (6,122) | 2,362 |
Deferred commissions, net | (676) | (1,770) |
Other assets | 43 | 130 |
Accounts payable | 18,672 | 8,583 |
Accrued expenses and other liabilities | 28,056 | (4,244) |
Deferred revenue | 10,312 | (1,342) |
Deferred payroll taxes | 10 | 2,537 |
Operating lease liabilities | (1,259) | (3,873) |
Net cash provided by operating activities | 89,775 | 56,324 |
Cash flows from investing activities | ||
Purchases of property and equipment | (5,684) | (1,007) |
Capitalized internal use software costs | (5,479) | (5,042) |
Net cash used in investing activities | (11,163) | (6,049) |
Cash flows from financing activities | ||
Proceeds from term loan | 0 | 10,000 |
Repayment of term loan | 0 | (20,000) |
Proceeds from revolving line | 0 | 16,500 |
Repayment of revolving line | 0 | (16,500) |
Proceeds from convertible notes with related parties | 0 | 25,000 |
Payment of issuance costs for credit facility | (1,270) | 0 |
Repurchase of common stock | (2,750) | 0 |
Proceeds from exercise of stock options | 15,750 | 1,483 |
Net cash provided by financing activities | 11,730 | 16,483 |
Net increase in cash | 90,342 | 66,758 |
Beginning of period | 114,539 | 35,529 |
End of period | 204,881 | 102,287 |
Supplemental disclosure of non-cash activities | ||
Capitalized assets included in accounts payable and accrued expenses | 1,347 | 862 |
Stock-based compensation capitalized for software | 1,293 | 123 |
In-transit proceeds from exercise of stock options | 55 | 4 |
Operating lease right-of-use assets obtained in exchange for new operating lease | 0 | 5,787 |
Accretion of redeemable convertible preferred stock | 1,480 | 2,886 |
Conversion of redeemable convertible preferred stock | 138,336 | 0 |
Conversion of convertible notes and accrued interest with related parties | $ 25,653 | $ 0 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business ZipRecruiter, Inc. was incorporated in the state of Delaware on June 29, 2010. Hereinafter, ZipRecruiter, Inc. and its wholly owned subsidiaries ZipRecruiter Israel Ltd., ZipRecruiter UK Ltd., and ZipRecruiter Canada Ltd. are collectively referred to as “ZipRecruiter” or the “Company.” The Company is a two-sided marketplace that enables employers and job seekers to connect with one another online to fill job opportunities. Direct Listing On May 14, 2021, the Company’s registration statement related to the direct listing of its Class A common stock on the New York Stock Exchange (“NYSE”) (the “Direct Listing”) was declared effective by the Securities and Exchange Commission (“SEC”) and on May 26, 2021, the Direct Listing was completed and the Company’s Class A common stock commenced trading. Immediately prior to the completion of the Direct Listing, the Company filed its amended and restated certificate of incorporation, which resulted in the creation of Class A common stock and Class B common stock. All existing shares of common stock issued and outstanding or held as treasury stock were reclassified into shares of Class B common stock. In connection with the effectiveness of the Direct Listing, all 2.3 million outstanding shares of Series A Redeemable Convertible Preferred Stock (“Series A preferred stock”) and 6.0 million outstanding shares of Series B Redeemable Convertible Preferred Stock (“Series B preferred stock”) converted into 24.2 million shares of Class B common stock. On May 26, 2021, the Company’s convertible notes with related parties converted into 3.1 million shares of Class B common stock. |
Basis of Presentation, Principl
Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies | Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, certain information and disclosures normally included in consolidated financial statements presented in accordance with U.S. GAAP have been condensed or omitted. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on May 26, 2021 (the “Prospectus”). The consolidated balance sheet as of December 31, 2020 has been derived from the Company’s audited consolidated financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for the fair statement of the condensed consolidated financial statements. There have been no changes in the Company’s accounting policies from those disclosed in its audited consolidated financial statements and the related notes included in the Prospectus. The operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full year ending December 31, 2021 or any future period. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates include revenue recognition, estimates relating to the measurement of operating lease right-of-use (“ROU”) assets and operating lease liabilities, determination of the fair value of stock-based awards, valuation of common stock in periods prior to becoming a public company, collectability of accounts receivable, impairment of long-lived assets, including goodwill, carrying value and useful lives of property and equipment and internal-use software, the amortization period for deferred commission costs, and income taxes. By their nature, estimates are subject to an inherent degree of uncertainty and actual results could differ from those estimates. The impact of the Coronavirus pandemic (“COVID-19”) continues to evolve. As a result, many of the Company’s estimates and assumptions require increased judgment and carry a higher degree of variability and volatility. As of the date these condensed consolidated financial statements are issued, the Company is not aware of any specific event or circumstance that would require an update to the Company’s estimates or judgments, or change to the carrying value of the Company’s assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the consolidated financial statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the financial statements. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting standards describe a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: - Level 1 — Quoted prices in active markets for identical assets, liabilities, or funds. - Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. - Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of the Company’s financial instruments, including accounts receivable, accounts payable, and accrued expenses, approximate fair value because of their short-term maturities. The fair value of the Company’s convertible notes with related parties as of December 31, 2020 was estimated to be approximately $36.9 million, and was based on the value of shares into which the notes convert. The value of the shares represents a Level 3 input in the fair value hierarchy. The convertible notes with related parties converted into shares of Class B common stock in connection with the Direct Listing in May 2021. Certain assets, including goodwill and intangible assets, are also subject to measurement at fair value on a non-recurring basis using Level 3 inputs, but only when they are deemed to be impaired. As of September 30, 2021 and December 31, 2020, no impairments were identified on those assets required to be measured at fair value on a non-recurring basis. Segments and Geographic Information The Company operates as a single operating segment. The Company’s Chief Operating Decision Maker, the CEO, regularly reviews financial information presented on a consolidated basis for purposes of assessing financial performance and allocating resources. Stock-based Compensation for Awards with a Market Condition In April 2021, the Company granted a restricted stock unit (“RSU”) award (the “CEO Performance Award”), which included service, market, and performance based vesting conditions. The fair value of the award is determined using a Monte Carlo simulation model. The associated stock-based compensation is recorded over the requisite service period, using a graded attribution method. The requisite service period is the longer of the service period derived from the Monte Carlo simulation model and the explicit service period the CEO is required to remain employed to vest in the award. The market condition is satisfied upon achieving certain stock price targets for a period following the completion of the Company’s Direct Listing. The CEO Performance Award also contains an implied performance-based vesting condition as the CEO’s ability to earn the award is contingent upon the completion of the Direct Listing. Accordingly, no expense was recognized prior to the completion of the Company’s Direct Listing on May 26, 2021, as vesting was not considered probable for accounting purposes until the Direct Listing occurred. Provided that Ian Siegel continues to be the CEO of the Company, stock-based compensation expense is recognized over the requisite service period, regardless of whether the stock price targets are achieved. If the stock price targets are met sooner than the derived service period, the Company will accelerate the recognition of stock-based compensation expense to reflect the cumulative expense associated with the vested shares. The determination of the fair value of stock-based awards with a market condition is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If the Company had made different assumptions, its stock-based compensation expense, and its results of operations for the three and nine months ended September 30, 2021 may have been significantly different. Stock-based Compensation Under the Employee Stock Purchase Plan (ESPP) In August 2021, the Company launched an employee stock purchase plan. The Company estimates the fair value of employee stock purchase rights on the grant date using the Black-Scholes option pricing model. The Company recognizes the resulting fair value over the requisite service period as stock-based compensation expense. Forfeitures are recognized as reduction to stock-based compensation expense as they occur. The Black-Scholes option pricing model requires the Company to make certain assumptions including the fair value of the underlying common stock, the expected term, the expected volatility, the risk-free interest rate and the dividend yield. Recent Accounting Pronouncements Accounting Pronouncements Not Yet Adopted As an “emerging growth company,” the Company is allowed by the Jumpstart Our Business Startups Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing model for measuring the allowance for credit losses for financial assets measured at amortized cost (including accounts receivable) to a model that is based on the expected losses rather than incurred losses. Under the new credit loss model, lifetime expected credit losses on such financial assets are measured and recognized at each reporting date based on historical, current, and forecasted information. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and in April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. These ASUs provide supplemental guidance and clarification to ASU 2016-13 and must be adopted concurrently with the adoption of ASU 2016-13, cumulatively referred to as “Topic 326.” This guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of this update on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which enhances and simplifies various aspects of income tax accounting guidance. This guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted, including adoption in an interim period. An entity that elects to early adopt ASU 2019-12 in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. The Company is currently evaluating the effects of the adoption of this update on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of this update on its consolidated financial statements. Recently Adopted Accounting Pronouncements |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic and diluted net income (loss) per share are computed using the two-class method as required when there are participating securities and multiple classes of common stock. Prior to May 14, 2021, when the Company’s Series A preferred stock and Series B preferred stock converted into shares of Class B common stock, the Company’s redeemable convertible preferred stock were participating securities as the holders of the redeemable convertible preferred stock were entitled to participate in dividends with common stock. In periods of net income, net income after deducting the accretion of redeemable convertible preferred stock was attributed to common stockholders and participating securities based on their participation rights. Net losses after deducting the accretion of redeemable convertible preferred stock are not allocated to the participating securities as the participating securities do not have a contractual obligation to share in any losses. In April 2021, the Company filed its amended and restated certificate of incorporation, which resulted in the creation of Class A common stock and Class B common stock. As the liquidation and dividend rights are identical for Class A and Class B common stock (see Note 9), the undistributed earnings under the two-class method are allocated on a proportional basis and the resulting net income (loss) per share attributable to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis. The following table presents the Company’s basic net income (loss) per share (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net income (loss) per share, basic: Net income (loss) $ 22,060 $ 23,106 $ (17,389) $ 33,347 Less: Accretion of redeemable convertible preferred stock — (975) (1,480) (2,886) Less: Undistributed earnings attributable to participating securities — (5,129) — (7,091) Net income (loss) attributable to Class A and Class B common stockholders $ 22,060 $ 17,002 $ (18,869) $ 23,370 Weighted average shares of Class A and Class B common stock outstanding 115,372 80,218 97,159 79,775 Net income (loss) per share attributable to Class A and Class B common stockholders, basic $ 0.19 $ 0.21 $ (0.19) $ 0.29 The following table presents the Company’s diluted net income (loss) per share (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net income (loss) per share, diluted: Numerator: Net income (loss) attributable to Class A and Class B common stockholders $ 22,060 $ 17,002 $ (18,869) $ 23,370 Add: Reallocation of net income attributable to participating securities — 668 — 808 Interest on convertible notes with related parties, net of tax — 132 — 143 Net income (loss) attributable to Class A and Class B common stockholders, diluted $ 22,060 $ 17,802 $ (18,869) $ 24,321 Denominator: Weighted average shares of Class A and Class B common stock outstanding, basic 115,372 80,218 97,159 79,775 Effect of dilutive securities: Options to purchase common stock 10,482 11,847 — 11,969 Convertible notes with related parties — 3,779 — 1,393 Restricted stock units 582 — — — Employee stock purchase plan — — — — Unvested early exercise common stock 38 — — — Weighted average shares of Class A and Class B common stock outstanding, diluted 126,474 95,844 97,159 93,137 Net income (loss) per share attributable to Class A and Class B common stockholders, diluted $ 0.17 $ 0.19 $ (0.19) $ 0.26 The following table presents the weighted average number of potentially dilutive common stock equivalents excluded from the computation of diluted net income (loss) per share because their inclusion would have been anti-dilutive (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Options to purchase common stock — 3,899 15,249 4,966 Restricted stock units 21 4,271 5,620 3,792 Redeemable convertible preferred stock, if converted basis — — 11,791 — Convertible notes with related parties, if converted basis — — 1,639 — Unvested early exercise common stock — — 35 — Employee stock purchase plan 88 — 30 — Total shares excluded from diluted net income (loss) per share 109 8,170 34,364 8,758 |
Revenue Information
Revenue Information | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Information | Revenue Information The Company disaggregates revenue into two streams: subscription revenue and performance-based revenue. The following table presents the Company’s revenue streams (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Subscription $ 172,525 $ 84,839 $ 424,321 $ 254,206 Performance-based 40,147 18,012 96,683 49,592 Total revenue $ 212,672 $ 102,851 $ 521,004 $ 303,798 The Company recognized $20.9 million and $13.2 million of revenues during the three months ended September 30, 2021 and 2020, respectively, that was included in the deferred revenue balances as of June 30, 2021 and 2020, respectively. The Company recognized $12.4 million and $14.5 million of revenues during the nine months ended September 30, 2021 and 2020, respectively, that was included in the deferred revenue balances as of December 31, 2020 and 2019, respectively. As of September 30, 2021 and December 31, 2020, the Company had no contract assets outstanding. Performance Obligations No revenue was recognized during the three and nine months ended September 30, 2021 and 2020 from performance obligations satisfied in previous periods. As of September 30, 2021, revenue for unsatisfied performance obligations expected to be recognized in the future is $6.0 million, which primarily relates to subscription services such as time-based job posting plans, upsell services, and resume database plans. Of this amount, the Company expects to recognize $2.0 million in the remainder of the current year and $4.0 million in the following year. Remaining performance obligations include amounts that will be invoiced in future periods, and exclude (i) contracts with an original expected term of one year or less and (ii) contracts for which the |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following (in thousands): September 30, December 31, 2021 2020 Accrued marketing $ 12,225 $ 6,006 Accrued bonuses 9,903 11,202 Other accrued expenses 11,358 7,311 Accrued partner expenses 12,124 5,554 Accrued 401(k) contributions 2,202 2,414 Accrued commissions 6,078 3,332 Accrued non-income taxes 8,246 600 Accrued refunds and customer liabilities 4,403 2,423 Employee stock purchase plan contributions 927 — Total accrued expenses $ 67,466 $ 38,842 s |
Credit Facility
Credit Facility | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Credit Facility | Credit Facility In April 2021, the Company terminated its existing revolving credit agreement from September 2020 and entered into a new $250.0 million credit facility agreement with a syndicate of banks. The new credit facility has a maturity date of April 30, 2026 and bears interest at a rate based upon the Company’s Net Leverage Ratio. The Company’s Net Leverage Ratio is defined as total debt less total cash and permitted investments outstanding at period end, with a maximum total cash and permitted investments adjustment of $100.0 million, divided by the trailing twelve month of earnings, adjusted for items such as non-cash expenses and other nonrecurring transactions. The Company is also obligated to pay other customary fees including a commitment fee on a quarterly basis based on amounts committed but unused under the new credit facility at a rate between 0.25% to 0.35%, depending on the Company’s Net Leverage Ratio. The new credit facility is collateralized by security interests in substantially all of the Company’s assets and includes customary events of default such as non-payment of principal, non-payment of interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments against the Company, and a change of control. The occurrence of an event of default could result in the acceleration of the obligations under the new credit facility. The new credit facility agreement contains customary representations, warranties, affirmative covenants, such as financial statement reporting requirements, negative covenants, and financial covenants, such as maintenance of certain net leverage ratio requirements. The negative covenants include restrictions that, among other things, restrict the Company’s ability to incur liens and indebtedness, make certain investments, declare dividends, dispose of, transfer or sell assets, make stock repurchases and consummate certain other matters, all subject to certain exceptions. The Company had no amounts outstanding under the new credit facility as of September 30, 2021. The amount available under the credit facility as of September 30, 2021 was $244.2 million, which is the credit limit less letters of credit outstanding of $5.8 million. On June 22, 2020, the Company issued subordinated secured convertible promissory notes ("Convertible Notes") to related parties who were then holders of the Company’s Redeemable Convertible Preferred Stock. The Convertible Notes totaled $25.0 million and had a maturity date of June 22, 2023. The principal and accrued interest balance of the Convertible Notes was automatically convertible into common stock upon a Direct Listing with a conversion price equal to the lower of (i) 75% of the volume-weighted average price of the common stock on the first trading day following such listing and (ii) $8.2909. |
Convertible Notes with Related
Convertible Notes with Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes with Related Parties | Credit Facility In April 2021, the Company terminated its existing revolving credit agreement from September 2020 and entered into a new $250.0 million credit facility agreement with a syndicate of banks. The new credit facility has a maturity date of April 30, 2026 and bears interest at a rate based upon the Company’s Net Leverage Ratio. The Company’s Net Leverage Ratio is defined as total debt less total cash and permitted investments outstanding at period end, with a maximum total cash and permitted investments adjustment of $100.0 million, divided by the trailing twelve month of earnings, adjusted for items such as non-cash expenses and other nonrecurring transactions. The Company is also obligated to pay other customary fees including a commitment fee on a quarterly basis based on amounts committed but unused under the new credit facility at a rate between 0.25% to 0.35%, depending on the Company’s Net Leverage Ratio. The new credit facility is collateralized by security interests in substantially all of the Company’s assets and includes customary events of default such as non-payment of principal, non-payment of interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments against the Company, and a change of control. The occurrence of an event of default could result in the acceleration of the obligations under the new credit facility. The new credit facility agreement contains customary representations, warranties, affirmative covenants, such as financial statement reporting requirements, negative covenants, and financial covenants, such as maintenance of certain net leverage ratio requirements. The negative covenants include restrictions that, among other things, restrict the Company’s ability to incur liens and indebtedness, make certain investments, declare dividends, dispose of, transfer or sell assets, make stock repurchases and consummate certain other matters, all subject to certain exceptions. The Company had no amounts outstanding under the new credit facility as of September 30, 2021. The amount available under the credit facility as of September 30, 2021 was $244.2 million, which is the credit limit less letters of credit outstanding of $5.8 million. On June 22, 2020, the Company issued subordinated secured convertible promissory notes ("Convertible Notes") to related parties who were then holders of the Company’s Redeemable Convertible Preferred Stock. The Convertible Notes totaled $25.0 million and had a maturity date of June 22, 2023. The principal and accrued interest balance of the Convertible Notes was automatically convertible into common stock upon a Direct Listing with a conversion price equal to the lower of (i) 75% of the volume-weighted average price of the common stock on the first trading day following such listing and (ii) $8.2909. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. If the Company determines that it is probable that a loss has been incurred and the amount is reasonably estimable, the Company will record a liability. However, if the Company determines that a contingent loss is reasonably possible and the loss or range of loss can be estimated, the Company will disclose the possible loss in the condensed consolidated financial statements. In April 2019, the Company was named as a defendant in a putative class action lawsuit filed by a former employee in the Los Angeles Superior Court alleging that the Company violated the Fair Credit Reporting Act as well as owed certain compensation to employees. In January 2020, the former employee filed a related representative action in the Los Angeles Superior Court under the Private Attorney General Act alleging similar claims regarding compensation owed to employees. In January 2021, the Company filed a motion for summary judgment or, in the alternative, summary adjudication, which was granted in part and denied in part. At the date these condensed consolidated financial statements were issued, the parties had agreed to settle the lawsuit for an immaterial amount and accordingly, the Company recorded a liability within accrued expenses as of September 30, 2021. Indemnification In the ordinary course of business, the Company may provide indemnification of varying scopes and terms to customers, investors, directors and officers with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from certain claims made by third parties. These indemnification provisions may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has the Company been sued in connection with these indemnification arrangements. As of September 30, 2021, the Company has not accrued a liability for these indemnification arrangements because the likelihood of incurring a payment obligation, if any, in connection with these indemnification arrangements is neither probable nor reasonably estimable. Non-income Taxes The subject matter of non-income tax audits and their corresponding settlement agreements primarily arises from disputes on the tax treatment and tax rate applied to the sale of the Company’s products and services in various jurisdictions. The Company accrues non-income taxes that may result from |
Common Stock and Redeemable Con
Common Stock and Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity and Temporary Equity [Abstract] | |
Common Stock and Redeemable Convertible Preferred Stock | Common Stock and Redeemable Convertible Preferred Stock Common stock The Company is authorized to issue a total of 1.45 billion shares consisting of 700 million shares of Class A common stock, 700 million shares of Class B common stock, and 50 million shares of preferred stock all with a par value per share of $0.00001. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to twenty votes per share. The Class A and Class B common stock have the same dividend and liquidation rights. The Class B common stock converts to Class A common stock at any time at the option of the holder. Additionally, each share of Class B common stock will convert automatically into one share of Class A common stock upon any transfer, except for certain transfers described in the amended and restated certificate of incorporation. In January 2021, the Company repurchased 50,000 shares of common stock from a former employee for an aggregate price of $0.5 million. The repurchased shares of common stock were retired and recorded as a reduction of Class B common stock and additional paid-in capital. In May 2021, the Company repurchased 100,000 shares of common stock from a former employee for an aggregate price of $2.3 million. The repurchased shares of common stock were retired and recorded as a reduction of Class B common stock and additional paid-in capital. Redeemable Convertible Preferred Stock In April 2021, the Company amended and restated its certificate of incorporation such that the redeemable convertible preferred stock would automatically convert into shares of common stock upon the effectiveness of the Direct Listing. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Total stock-based compensation expense is recorded in the Condensed Consolidated Statements of Operations as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Cost of revenue $ 158 $ 16 $ 911 $ 58 Sales and marketing 2,999 134 15,415 559 Research and development 6,935 737 26,333 2,310 General and administrative 11,941 369 44,966 1,633 Total stock-based compensation $ 22,033 $ 1,256 $ 87,625 $ 4,560 2014 Equity Incentive Plan Under the amended and restated certificate of incorporation, all outstanding options to purchase common stock became options to purchase an equivalent number of shares of Class B common stock and all RSUs became RSUs for an equivalent number of shares of Class B common stock under the 2014 Equity Incentive Plan. 2021 Equity Incentive Plan In April 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective on May 14, 2021 in connection with the Direct Listing. The 2021 Plan permits the grant of incentive stock options to employees and the grant of non-qualified stock options, restricted stock, restricted stock awards, RSUs, stock appreciation rights, performance units, performance shares and stock bonus awards to the Company’s employees, directors, and consultants. Under the 2021 Plan, 10.7 million shares were initially reserved for issuance of Class A common stock. The number of shares initially reserved for issuance pursuant to awards under the 2021 Plan will be increased by (i) (a) any reserved shares not issued or subject to outstanding awards granted under the Company’s 2012 Stock Plan and 2014 Equity Incentive Plan (collectively, the “Prior Plans”) that cease to be subject to such awards by forfeiture or otherwise after the effective date, (b) shares issued under the Prior Plans before or after the effective date pursuant to the exercise of stock options that are, after the effective date, forfeited, (c) shares issued under the Prior Plans that are repurchased by the Company at the original purchase price or are otherwise forfeited, and (d) shares that are subject to stock options or other awards under the Prior Plans that are used to pay the exercise price of a stock option or withheld to satisfy the tax withholding obligations related to any award and (ii) an annual increase on January 1st of each year beginning in 2022 through 2031, by the lesser of (a) 5% of the number of shares of all classes of the Company’s common stock issue and outstanding on December 31 immediately prior to the date of increase or (b) such number of shares determined by the board of directors. As of September 30, 2021, 2.5 million RSUs and 0.1 million stock options have been issued under the 2021 Plan. 2021 Employee Stock Purchase Plan In August 2021, the Company launched the 2021 Employee Stock Purchase Plan ("ESPP"), and the first offering period commenced on August 15, 2021 and will end on February 14, 2022. The Company has initially reserved 1.3 million shares of its Class A common stock for issuance and sale under the ESPP. On January 1 of each of year, 2022 through 2031, the aggregate number of shares of Class A common stock reserved for issuance under the ESPP shall be increased automatically by the number of shares equal to 1% of the total number of outstanding shares of Class A common stock and shares of preferred stock of the Company (on an as converted to common stock basis) on the immediately preceding December 31; provided that the board of directors or compensation committee may in its sole discretion reduce the amount of the increase in any particular year. The ESPP allows eligible employees the option to purchase shares of the Company's Class A common stock at a 15% discount through payroll deductions of their eligible compensation, subject to certain plan limitations. The ESPP provides for concurrent six-month offering and purchase periods beginning February 15 and August 15 of each year. On each purchase date, eligible employees can purchase the Company’s Class A common stock at a price per share equal to 85% of the lesser of the fair market value of the Company’s Class A common stock on (i) the offering date or (ii) the purchase date. As of September 30, 2021, no shares of Class A common stock have been issued under the ESPP. In the three and nine months ended September 30, 2021, total stock-based compensation expense of $0.4 million was recognized related to the ESPP. As of September 30, 2021, there was $1.7 million of unrecognized stock-based compensation expense that is expected to be recognized over the remaining term of the first offering period. As of September 30, 2021, the Company recorded a liability of $0.9 million related to the accumulated payroll deductions, which are refundable to employees who withdraw from the ESPP. This amount is included within accrued expenses in the accompanying Condensed Consolidated Balance Sheets. Stock Options A summary of the Company’s stock option activity under the Prior Plans and the 2021 Plan (collectively, the “Plans”) is as follows (in thousands, except weighted average information): Number of Options Outstanding Weighted Average Exercise Price Per Share Outstanding at December 31, 2020 19,373 $ 2.09 Granted 254 2.00 Exercised (8,168) 1.81 Forfeited/Canceled (195) 4.55 Outstanding at September 30, 2021 11,264 $ 2.24 Exercisable at September 30, 2021 10,052 $ 2.03 As of September 30, 2021, total remaining stock-based compensation expense for unvested stock options is $8.3 million, which is expected to be recognized over a weighted average period of 1.4 years. In the nine months ended September 30, 2021, there were also 115,000 options exercised related to an equity grant outside of the Plans. In April 2021, the Company approved an amendment of this grant outside of the Plans, and the amendment resulted in the vesting of an additional 50,000 options. The grantee’s remaining 100,000 unvested options were cancelled and a new grant for 32,500 RSUs was concurrently issued under the 2014 Equity Incentive Plan by the Company, which was accounted for as a stock award modification. The incremental stock-based compensation expense recorded in the three and nine months ended September 30, 2021 as a result of the modification was not material to the condensed consolidated financial statements. Restricted Stock Units The Company has granted RSUs to certain employees and directors of the Company. The granted RSUs vest upon the satisfaction of both a time-based service condition and a liquidity event requirement. The time-based service condition for these awards is generally satisfied over four years. The liquidity event requirement is satisfied upon the earliest to occur of a qualifying event, defined as a change of control transaction or after a set period of time following the effective date of the Company’s initial public offering pursuant to an effective registration statement under the Securities Act for the offer and sale of shares by the Company. A direct listing in which the Company did not sell its equity securities would not have satisfied the liquidity event performance condition; however, on April 19, 2021, the Company’s board of directors waived the liquidity event performance condition for the 6.9 million RSUs then outstanding so those that had satisfied the service condition would vest upon the earlier of the first day of trading of the Company’s common stock on the New York Stock Exchange, or March 15, 2022. As the satisfaction of the performance condition was not probable for accounting purposes prior to the waiver, the waiver of the liquidity event performance condition resulted in the remeasurement of the modified awards at fair value on the date of the waiver, which management estimated to be $25.04 per share or approximately $172.6 million. On April 19, 2021, the Company also granted the CEO Performance Award, which provides for a grant of 1.4 million RSUs. The CEO Performance Award consists of five vesting tranches with a vesting schedule based on achieving stock price targets ranging from $67.61 per share to $157.75 per share, which is calculated as the volume-weighted average over a 30-day trading window following the first day the Company becomes a publicly traded company, as well as satisfying certain minimum service requirements of one Tranche Number of RSUs Eligible to Vest Company Stock Price Target Minimum Service Period (in years) 1 279,600 $67.61 1 2 279,600 $82.63 2 3 279,600 $102.66 3 4 279,600 $127.70 4 5 279,600 $157.75 5 The Company estimated the grant date fair value of this award using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation. A Monte Carlo simulation model also was used to estimate a derived service period for each of the five vesting tranches, which is the measure of the expected time to achieve each of the stock price targets. The various assumptions used in the Monte Carlo simulation included an expected dividend yield of zero, expected term of ten years, estimated volatility of 59%, and a risk-free interest rate of 2%. Using these inputs, the weighted average grant date fair value was estimated to be $16.34 per share. The weighted average derived service period of each tranche was estimated to be 4.1 years and ranged from 3.2 to 5.0 years. The Company will recognize aggregate stock-based compensation expense of $22.8 million over the derived service period of each tranche using a graded attribution method. During the three and nine months ended September 30, 2021, the Company recorded stock-based compensation expense of $1.5 million and $2.1 million, respectively, related to the CEO Performance Award. On September 21, 2021, the Company’s former Chief Operating Officer (“COO”) resigned and entered into a transition and separation agreement with the Company, where all RSUs awarded to the former COO prior to the resignation will continue to vest for a certain period of time (“Transition Period”). This agreement resulted in modifications to the RSUs and options on the date of the separation agreement. Approximately $3.8 million of stock-based compensation expense was recognized by the Company during the three and nine months ended September 30, 2021 related to the modification of the awards, representing the incremental fair value of the awards on the date of the modification. For all other RSUs, excluding the CEO Performance Award and modification of the COO awards, the Company recorded stock-based compensation expense of $15.8 million and $79.2 million during the three and nine months ended September 30, 2021, respectively. A summary of the Company’s RSU activity for the nine months ended September 30, 2021 is as follows (in thousands, except weighted average information): Number of Shares Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2020 5,451 $ 5.75 Granted 5,461 22.61 Vested (2,932) 25.08 Forfeited/Canceled (554) 19.25 Unvested at September 30, 2021 7,426 $ 23.70 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company computes its provision (benefit) for income taxes by applying the estimated annual effective tax rate to pretax income or loss and adjusts the provision for discrete tax items recorded in the period. For the three and nine months ended September 30, 2021, the Company recorded an income tax benefit of $4.5 million and $17.1 million, respectively. For the three and nine months ended September 30, 2020, the Company recorded income tax expense of $0.2 million and $0.5 million, respectively. The effective tax rates for the three and nine months ended September 30, 2021 were (25)% and 50%, respectively, and the effective tax rates for the three and nine months ended September 30, 2020 were 1% and 2%, respectively. The effective tax rate for the three and nine months ended September 30, 2021 differed from the U.S. federal statutory tax rate of 21% primarily due to excess tax benefits relating to the exercise of non-qualified stock options and settlement of RSUs, partially offset by permanent items such as the Company’s Direct Listing costs and limitations on the amount of deductible officer compensation. The three month period also differed from the statutory rate as a result of better than anticipated earnings for the period, resulting in a reduction to the previously forecasted annual effective tax rate applied to the previous quarters non-discrete income. The effective tax rate for the three and nine months ended September 30, 2020 differed from the U.S. federal statutory tax rate of 21% primarily due to the valuation allowance maintained against net U.S. federal and state deferred tax assets. During the fourth quarter of 2020, the Company released its full valuation allowance on its U.S. federal and state net deferred tax assets, as it was more likely than not that those deferred tax assets |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In October 2021, the Company approved the issuance of a performance-based RSU award to an employee for up to 105,000 units under the 2021 Plan. The RSU award consists of up to 15 tranches of 7,000 units each which will commence time-based vesting upon a qualified new hire who is sourced by the employee and has completed six months of tenure as an employee (the “Milestone”). Following the occurrence of each applicable Milestone for a particular tranche, 1/16 of the total number of units subject to the tranche will vest on a quarterly basis. In October 2021, the board of directors approved a resolution which allows the Company to withhold shares for taxes for RSUs and non-qualified options, and exercises for options, at the Company’s discretion. As of September 30, 2021, the Company has not withheld any shares as part of any RSU vesting or option exercises. In November 2021, the compensation committee of the board of directors approved a new 2021 Annual Executive Incentive Plan. Other than the CEO, whose award will be issued as RSUs, each of the Company’s plan participants is eligible to receive a bonus in the form of cash or in the form of RSUs, at the individual’s sole election. The bonus is based on achievement of certain annual 2021 revenue performance metrics established by the compensation committee of the board of directors. Elections must be made no later than December 1, 2021, and the amount of RSUs to be granted will be the bonus divided by the average closing price per share for the seven day period ending December 21, 2021. Any RSU awards will be granted under the 2021 Plan. |
Basis of Presentation, Princi_2
Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, certain information and disclosures normally included in consolidated financial statements presented in accordance with U.S. GAAP have been condensed or omitted. The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on May 26, 2021 (the “Prospectus”). The consolidated balance sheet as of December 31, 2020 has been derived from the Company’s audited consolidated financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for the fair statement of the condensed consolidated financial statements. There have been no changes in the Company’s accounting policies from those disclosed in its audited consolidated financial statements and the related notes included in the Prospectus. |
Use of Estimates | The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates include revenue recognition, estimates relating to the measurement of operating lease right-of-use (“ROU”) assets and operating lease liabilities, determination of the fair value of stock-based awards, valuation of common stock in periods prior to becoming a public company, collectability of accounts receivable, impairment of long-lived assets, including goodwill, carrying value and useful lives of property and equipment and internal-use software, the amortization period for deferred commission costs, and income taxes. By their nature, estimates are subject to an inherent degree of uncertainty and actual results could differ from those estimates. The impact of the Coronavirus pandemic (“COVID-19”) continues to evolve. As a result, many of the Company’s estimates and assumptions require increased judgment and carry a higher degree of variability and volatility. As of the date these condensed consolidated financial statements are issued, the Company is not aware of any specific event or circumstance that would require an update to the Company’s estimates or judgments, or change to the carrying value of the Company’s assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the consolidated financial statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the financial statements. |
Fair Value Measurements | Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Accounting standards describe a fair value hierarchy based on the following three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: - Level 1 — Quoted prices in active markets for identical assets, liabilities, or funds. - Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. - Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of the Company’s financial instruments, including accounts receivable, accounts payable, and accrued expenses, approximate fair value because of their short-term maturities. The fair value of the Company’s convertible notes with related parties as of December 31, 2020 was estimated to be approximately $36.9 million, and was based on the value of shares into which the notes convert. The value of the shares represents a Level 3 input in the fair value hierarchy. The convertible notes with related parties converted into shares of Class B common stock in connection with the Direct Listing in May 2021. Certain assets, including goodwill and intangible assets, are also subject to measurement at fair value on a non-recurring basis using Level 3 inputs, but only when they are deemed to be impaired. As of September 30, 2021 and December 31, 2020, no impairments were identified on those assets required to be measured at fair value on a non-recurring basis. |
Segments and Geographic Information | The Company operates as a single operating segment. The Company’s Chief Operating Decision Maker, the CEO, regularly reviews financial information presented on a consolidated basis for purposes of assessing financial performance and allocating resources. |
Stock-based Compensation for Awards with a Market Condition | In April 2021, the Company granted a restricted stock unit (“RSU”) award (the “CEO Performance Award”), which included service, market, and performance based vesting conditions. The fair value of the award is determined using a Monte Carlo simulation model. The associated stock-based compensation is recorded over the requisite service period, using a graded attribution method. The requisite service period is the longer of the service period derived from the Monte Carlo simulation model and the explicit service period the CEO is required to remain employed to vest in the award. The market condition is satisfied upon achieving certain stock price targets for a period following the completion of the Company’s Direct Listing. The CEO Performance Award also contains an implied performance-based vesting condition as the CEO’s ability to earn the award is contingent upon the completion of the Direct Listing. Accordingly, no expense was recognized prior to the completion of the Company’s Direct Listing on May 26, 2021, as vesting was not considered probable for accounting purposes until the Direct Listing occurred. Provided that Ian Siegel continues to be the CEO of the Company, stock-based compensation expense is recognized over the requisite service period, regardless of whether the stock price targets are achieved. If the stock price targets are met sooner than the derived service period, the Company will accelerate the recognition of stock-based compensation expense to reflect the cumulative expense associated with the vested shares. The determination of the fair value of stock-based awards with a market condition is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If the Company had made different assumptions, its stock-based compensation expense, and its results of operations for the three and nine months ended September 30, 2021 may have been significantly different. |
Recent Accounting Pronouncements | Accounting Pronouncements Not Yet Adopted As an “emerging growth company,” the Company is allowed by the Jumpstart Our Business Startups Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing model for measuring the allowance for credit losses for financial assets measured at amortized cost (including accounts receivable) to a model that is based on the expected losses rather than incurred losses. Under the new credit loss model, lifetime expected credit losses on such financial assets are measured and recognized at each reporting date based on historical, current, and forecasted information. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, and in April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. These ASUs provide supplemental guidance and clarification to ASU 2016-13 and must be adopted concurrently with the adoption of ASU 2016-13, cumulatively referred to as “Topic 326.” This guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of this update on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which enhances and simplifies various aspects of income tax accounting guidance. This guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted, including adoption in an interim period. An entity that elects to early adopt ASU 2019-12 in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. The Company is currently evaluating the effects of the adoption of this update on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain convertible instruments, amends the guidance on derivative scope exceptions for contracts in an entity’s own equity, and modifies the guidance on diluted earnings per share calculations as a result of these changes. This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects of the adoption of this update on its consolidated financial statements. Recently Adopted Accounting Pronouncements |
Earnings Per Share | Basic and diluted net income (loss) per share are computed using the two-class method as required when there are participating securities and multiple classes of common stock. Prior to May 14, 2021, when the Company’s Series A preferred stock and Series B preferred stock converted into shares of Class B common stock, the Company’s redeemable convertible preferred stock were participating securities as the holders of the redeemable convertible preferred stock were entitled to participate in dividends with common stock. In periods of net income, net income after |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method | The following table presents the Company’s basic net income (loss) per share (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net income (loss) per share, basic: Net income (loss) $ 22,060 $ 23,106 $ (17,389) $ 33,347 Less: Accretion of redeemable convertible preferred stock — (975) (1,480) (2,886) Less: Undistributed earnings attributable to participating securities — (5,129) — (7,091) Net income (loss) attributable to Class A and Class B common stockholders $ 22,060 $ 17,002 $ (18,869) $ 23,370 Weighted average shares of Class A and Class B common stock outstanding 115,372 80,218 97,159 79,775 Net income (loss) per share attributable to Class A and Class B common stockholders, basic $ 0.19 $ 0.21 $ (0.19) $ 0.29 |
Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method | The following table presents the Company’s diluted net income (loss) per share (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Net income (loss) per share, diluted: Numerator: Net income (loss) attributable to Class A and Class B common stockholders $ 22,060 $ 17,002 $ (18,869) $ 23,370 Add: Reallocation of net income attributable to participating securities — 668 — 808 Interest on convertible notes with related parties, net of tax — 132 — 143 Net income (loss) attributable to Class A and Class B common stockholders, diluted $ 22,060 $ 17,802 $ (18,869) $ 24,321 Denominator: Weighted average shares of Class A and Class B common stock outstanding, basic 115,372 80,218 97,159 79,775 Effect of dilutive securities: Options to purchase common stock 10,482 11,847 — 11,969 Convertible notes with related parties — 3,779 — 1,393 Restricted stock units 582 — — — Employee stock purchase plan — — — — Unvested early exercise common stock 38 — — — Weighted average shares of Class A and Class B common stock outstanding, diluted 126,474 95,844 97,159 93,137 Net income (loss) per share attributable to Class A and Class B common stockholders, diluted $ 0.17 $ 0.19 $ (0.19) $ 0.26 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents the weighted average number of potentially dilutive common stock equivalents excluded from the computation of diluted net income (loss) per share because their inclusion would have been anti-dilutive (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Options to purchase common stock — 3,899 15,249 4,966 Restricted stock units 21 4,271 5,620 3,792 Redeemable convertible preferred stock, if converted basis — — 11,791 — Convertible notes with related parties, if converted basis — — 1,639 — Unvested early exercise common stock — — 35 — Employee stock purchase plan 88 — 30 — Total shares excluded from diluted net income (loss) per share 109 8,170 34,364 8,758 |
Revenue Information (Tables)
Revenue Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents the Company’s revenue streams (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Subscription $ 172,525 $ 84,839 $ 424,321 $ 254,206 Performance-based 40,147 18,012 96,683 49,592 Total revenue $ 212,672 $ 102,851 $ 521,004 $ 303,798 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consist of the following (in thousands): September 30, December 31, 2021 2020 Accrued marketing $ 12,225 $ 6,006 Accrued bonuses 9,903 11,202 Other accrued expenses 11,358 7,311 Accrued partner expenses 12,124 5,554 Accrued 401(k) contributions 2,202 2,414 Accrued commissions 6,078 3,332 Accrued non-income taxes 8,246 600 Accrued refunds and customer liabilities 4,403 2,423 Employee stock purchase plan contributions 927 — Total accrued expenses $ 67,466 $ 38,842 s |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Total stock-based compensation expense is recorded in the Condensed Consolidated Statements of Operations as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Cost of revenue $ 158 $ 16 $ 911 $ 58 Sales and marketing 2,999 134 15,415 559 Research and development 6,935 737 26,333 2,310 General and administrative 11,941 369 44,966 1,633 Total stock-based compensation $ 22,033 $ 1,256 $ 87,625 $ 4,560 |
Schedule of Stock Options Roll Forward | A summary of the Company’s stock option activity under the Prior Plans and the 2021 Plan (collectively, the “Plans”) is as follows (in thousands, except weighted average information): Number of Options Outstanding Weighted Average Exercise Price Per Share Outstanding at December 31, 2020 19,373 $ 2.09 Granted 254 2.00 Exercised (8,168) 1.81 Forfeited/Canceled (195) 4.55 Outstanding at September 30, 2021 11,264 $ 2.24 Exercisable at September 30, 2021 10,052 $ 2.03 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | Tranche Number of RSUs Eligible to Vest Company Stock Price Target Minimum Service Period (in years) 1 279,600 $67.61 1 2 279,600 $82.63 2 3 279,600 $102.66 3 4 279,600 $127.70 4 5 279,600 $157.75 5 |
Schedule of Nonvested Restricted Stock Units Activity | A summary of the Company’s RSU activity for the nine months ended September 30, 2021 is as follows (in thousands, except weighted average information): Number of Shares Weighted Average Grant Date Fair Value Per Share Unvested at December 31, 2020 5,451 $ 5.75 Granted 5,461 22.61 Vested (2,932) 25.08 Forfeited/Canceled (554) 19.25 Unvested at September 30, 2021 7,426 $ 23.70 |
Description of Business (Detail
Description of Business (Details) - USD ($) shares in Millions, $ in Millions | May 26, 2021 | May 14, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | May 25, 2021 |
Class of Stock [Line Items] | |||||
Issuance costs incurred in connection with Direct Listing | $ 0 | $ 34 | |||
Series A Redeemable Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock, outstanding (in shares) | 2.3 | ||||
Series B Redeemable Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock, outstanding (in shares) | 6 | ||||
Common Class B | Common Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 3.1 | 24.2 |
Basis of Presentation, Princi_3
Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2021segment | Dec. 31, 2020USD ($) | |
Class of Stock [Line Items] | ||
Number of operating segments | segment | 1 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | ||
Class of Stock [Line Items] | ||
Fair value of convertible notes with related parties | $ | $ 36.9 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Earnings Per Share - Basic (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net income (loss) per share, basic: | ||||||||
Net income (loss) | $ 22,060 | $ (52,847) | $ 13,398 | $ 23,106 | $ 21,323 | $ (11,082) | $ (17,389) | $ 33,347 |
Less: Accretion of redeemable convertible preferred stock | 0 | (975) | (1,480) | (2,886) | ||||
Less: Undistributed earnings attributable to participating securities | 0 | (5,129) | 0 | (7,091) | ||||
Net income (loss) attributable to Class A and Class B common stockholders | $ 22,060 | $ 17,002 | $ (18,869) | $ 23,370 | ||||
Weighted average shares of Class A and Class B common stock outstanding (in shares) | 115,372 | 80,218 | 97,159 | 79,775 | ||||
Net income (loss) per share attributable to Class A and Class B common stockholders, basic (in dollars per share) | $ 0.19 | $ 0.21 | $ (0.19) | $ 0.29 |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Schedule of Earnings Per Share - Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net income (loss) attributable to Class A and Class B common stockholders | $ 22,060 | $ 17,002 | $ (18,869) | $ 23,370 |
Reallocation of net income attributable to participating securities | 0 | 668 | 0 | 808 |
Interest on convertible notes with related parties, net of tax | 132 | 143 | ||
Net income (loss) attributable to Class A and Class B common stockholders, diluted | $ 22,060 | $ 17,802 | $ (18,869) | $ 24,321 |
Denominator: | ||||
Weighted average shares of Class A and Class B common stock outstanding (in shares) | 115,372 | 80,218 | 97,159 | 79,775 |
Effect of dilutive securities: | ||||
Convertible notes with related parties (in shares) | 0 | 3,779 | 0 | 1,393 |
Weighted average shares of Class A and Class B common stock outstanding, diluted (in shares) | 126,474 | 95,844 | 97,159 | 93,137 |
Net income (loss) per share attributable to Class A and Class B common stockholders - diluted (in dollars per share) | $ 0.17 | $ 0.19 | $ (0.19) | $ 0.26 |
Options to purchase common stock | ||||
Effect of dilutive securities: | ||||
Share based payment arrangements (in shares) | 10,482 | 11,847 | 0 | 11,969 |
Restricted stock units | ||||
Effect of dilutive securities: | ||||
Share based payment arrangements (in shares) | 582 | 0 | 0 | 0 |
Employee stock purchase plan | ||||
Effect of dilutive securities: | ||||
Share based payment arrangements (in shares) | 0 | 0 | 0 | 0 |
Unvested early exercise common stock | ||||
Effect of dilutive securities: | ||||
Share based payment arrangements (in shares) | 38 | 0 | 0 | 0 |
Net Income (Loss) Per Share -_3
Net Income (Loss) Per Share - Schedule of Antidilutive Options (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted net income (loss) per share (in shares) | 109 | 8,170 | 34,364 | 8,758 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted net income (loss) per share (in shares) | 0 | 3,899 | 15,249 | 4,966 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted net income (loss) per share (in shares) | 21 | 4,271 | 5,620 | 3,792 |
Redeemable convertible preferred stock, if converted basis | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted net income (loss) per share (in shares) | 0 | 0 | 11,791 | 0 |
Convertible notes with related parties, if converted basis | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted net income (loss) per share (in shares) | 0 | 0 | 1,639 | 0 |
Unvested early exercise common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted net income (loss) per share (in shares) | 0 | 0 | 35 | 0 |
Employee stock purchase plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted net income (loss) per share (in shares) | 88 | 0 | 30 | 0 |
Revenue Information - Narrative
Revenue Information - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)revenueStream | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)revenueStream | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |||||
Number of revenue streams | revenueStream | 2 | 2 | |||
Revenue that was included in deferred revenue balances | $ 20,900,000 | $ 13,200,000 | $ 12,400,000 | $ 14,500,000 | |
Contract assets | 0 | 0 | $ 0 | ||
Revenue recognized from performance obligations satisfied in previous periods | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue Information - Schedule
Revenue Information - Schedule of Revenue Streams (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 212,672 | $ 102,851 | $ 521,004 | $ 303,798 |
Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 172,525 | 84,839 | 424,321 | 254,206 |
Performance-based | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 40,147 | $ 18,012 | $ 96,683 | $ 49,592 |
Revenue Information - Performan
Revenue Information - Performance Obligations (Details) $ in Millions | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 2 |
Revenue, remaining performance obligation, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 4 |
Revenue, remaining performance obligation, period | 1 year |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued marketing | $ 12,225 | $ 6,006 |
Accrued bonuses | 9,903 | 11,202 |
Other accrued expenses | 11,358 | 7,311 |
Accrued partner expenses | 12,124 | 5,554 |
Accrued 401(k) contributions | 2,202 | 2,414 |
Accrued commissions | 6,078 | 3,332 |
Accrued non-income taxes | 8,246 | 600 |
Accrued refunds and customer liabilities | 4,403 | 2,423 |
Employee stock purchase plan contributions | 927 | 0 |
Total accrued expenses | $ 67,466 | $ 38,842 |
Credit Facility (Details)
Credit Facility (Details) - Line of Credit - USD ($) | 1 Months Ended | |
Apr. 30, 2021 | Sep. 30, 2021 | |
Line of Credit Facility [Line Items] | ||
Line of credit facility | $ 250,000,000 | |
Maximum cash and permitted investments adjustment | $ 100,000,000 | |
Line of credit, amount available | $ 244,200,000 | |
Minimum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee (as a percent) | 0.25% | |
Maximum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee (as a percent) | 0.35% | |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Long-term debt outstanding | 0 | |
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Long-term debt outstanding | $ 5,800,000 |
Convertible Notes with Relate_2
Convertible Notes with Related Parties (Details) - Convertible Subordinated Debt - Affiliated Entity - USD ($) $ / shares in Units, shares in Millions | May 26, 2021 | Jun. 22, 2020 |
Related Party Transaction [Line Items] | ||
Convertible notes issued | $ 25,000,000 | |
Convertible debt, threshold percentage of stock price trigger (as a percent) | 75.00% | |
Convertible debt, conversion price (in dollars per share) | $ 8.2909 | $ 8.2909 |
Long-term debt outstanding | $ 25,600,000 | |
Common Class B | ||
Related Party Transaction [Line Items] | ||
Convertible debt, shares converted (in shares) | 3.1 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Loss Contingencies [Line Items] | ||
Accrued liability for indemnification arrangements | $ 0 | $ 0 |
Non-Income Taxes | ||
Loss Contingencies [Line Items] | ||
Charge for non-income taxes | $ 6,800,000 | $ 6,800,000 |
Common Stock and Redeemable C_2
Common Stock and Redeemable Convertible Preferred Stock (Details) $ / shares in Units, $ in Millions | May 26, 2021shares | May 14, 2021shares | May 31, 2021USD ($)shares | Jan. 31, 2021USD ($)shares | Sep. 30, 2021vote$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | ||||||
Common stock, authorized (in shares) | 1,450,000,000 | |||||
Preferred stock, authorized (in shares) | 50,000,000 | 0 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||||
Common shares repurchased (in shares) | 100,000 | 50,000 | ||||
Common shares repurchased, amount | $ | $ 2.3 | $ 0.5 | ||||
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Common stock, authorized (in shares) | 700,000,000 | 0 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||||
Number of votes entitled per share | vote | 1 | |||||
Common Class B | ||||||
Class of Stock [Line Items] | ||||||
Common stock, authorized (in shares) | 700,000,000 | 137,800,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | ||||
Number of votes entitled per share | vote | 20 | |||||
Common Class B | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 3,100,000 | 24,200,000 |
Stock-Based Compensation - Tota
Stock-Based Compensation - Total Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 22,033 | $ 1,256 | $ 87,625 | $ 4,560 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 158 | 16 | 911 | 58 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 2,999 | 134 | 15,415 | 559 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 6,935 | 737 | 26,333 | 2,310 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 11,941 | $ 369 | $ 44,966 | $ 1,633 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | Apr. 19, 2021USD ($)tranche$ / sharesshares | Aug. 31, 2021shares | Apr. 30, 2021shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | May 14, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Employee stock purchase plan contributions | $ 927 | $ 927 | $ 0 | ||||||
Total remaining stock-based compensation expense for unvested stock options | 8,300 | $ 8,300 | |||||||
Stock based compensation, weighted average period of recognition | 1 year 4 months 24 days | ||||||||
Issuance of common stock upon exercise of options (in shares) | shares | 115,000 | ||||||||
Options vested during period (in shares) | shares | 50,000 | ||||||||
Nonvested options cancelled (in shares) | shares | 100,000 | ||||||||
Total stock-based compensation | 22,033 | $ 1,256 | $ 87,625 | $ 4,560 | |||||
Equity Incentive Plan 2021 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares initially reserved for issuance (in shares) | shares | 10,700,000 | ||||||||
Shares reserved for issuance as a percent of common stock issued and outstanding (as a percent) | 5.00% | ||||||||
ESPP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Employee stock purchase plan contributions | 900 | 900 | |||||||
Total remaining stock-based compensation expense for unvested stock options | 400 | 400 | |||||||
Stock based compensation expense expected to be recognized during first offering period | $ 1,700 | $ 1,700 | |||||||
Employee stock purchase plan | ESPP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares initially reserved for issuance (in shares) | shares | 1,300,000 | ||||||||
Increase in common stock reserved for issuance (as a percent) | 1.00% | ||||||||
ESPP discount percentage from market price, beginning of purchase period (as a percent) | 15.00% | ||||||||
ESPP purchase price of common stock, percent of market price (as a percent) | 85.00% | ||||||||
Restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock based compensation, weighted average period of recognition | 1 year 7 months 6 days | ||||||||
Restricted stock units granted (in shares) | shares | 32,500 | 5,461,000 | |||||||
Service period | 4 years | ||||||||
RSUs outstanding (in shares) | shares | 6,900,000 | 7,426,000 | 7,426,000 | 5,451,000 | |||||
Fair value of RSUs (in dollars per share) | $ / shares | $ 25.04 | ||||||||
Value of RSUs | $ 172,600 | ||||||||
Total stock-based compensation | $ 15,800 | $ 79,200 | |||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 23.70 | $ 23.70 | $ 5.75 | ||||||
Unrecognized stock based compensation expense | $ 143,600 | $ 143,600 | |||||||
Restricted stock units | Equity Incentive Plan 2021 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock granted under 2021 Plan (in shares) | shares | 2,500,000 | ||||||||
Restricted stock units | Chief Executive Officer | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock based compensation, weighted average period of recognition | 3 years 7 months 6 days | ||||||||
Restricted stock units granted (in shares) | shares | 1,400,000 | ||||||||
Number of vesting tranches | tranche | 5 | ||||||||
Trading window (in days) | 30 days | ||||||||
Total stock-based compensation | 1,500 | $ 2,100 | |||||||
Expiration period | 10 years | ||||||||
Aggregate stock based compensation expense over derived service period | $ 22,800 | ||||||||
Accelerated cost | 3,800 | $ 3,800 | |||||||
Unrecognized stock based compensation expense | $ 20,700 | $ 20,700 | |||||||
Restricted stock units | Chief Executive Officer | Monte Carlo Simulation | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Service period | 4 years 1 month 6 days | ||||||||
Fair value assumptions, expected dividend yield | 0.00% | ||||||||
Fair value assumptions, expected term | 10 years | ||||||||
Fair value assumptions, estimated volatility (as a percent) | 59.00% | ||||||||
Fair value assumptions, risk-free rate (as a percent) | 2.00% | ||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 16.34 | $ 16.34 | |||||||
Restricted stock units | Chief Executive Officer | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Service period | 1 year | ||||||||
RSUs vested in period, amount per share (in dollars per share) | $ / shares | $ 67.61 | ||||||||
Restricted stock units | Chief Executive Officer | Minimum | Monte Carlo Simulation | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Service period | 3 years 2 months 12 days | ||||||||
Restricted stock units | Chief Executive Officer | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Service period | 5 years | ||||||||
RSUs vested in period, amount per share (in dollars per share) | $ / shares | $ 157.75 | ||||||||
Restricted stock units | Chief Executive Officer | Maximum | Monte Carlo Simulation | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Service period | 5 years | ||||||||
Options to purchase common stock | Equity Incentive Plan 2021 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock granted under 2021 Plan (in shares) | shares | 100,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 9 Months Ended |
Sep. 30, 2021 | |
Number of Options Outstanding | |
Exercised (in shares) | (115,000) |
Equity Incentive Plans, 2012, 2014, 2021 | |
Number of Options Outstanding | |
Beginning balance (in shares) | 19,373,000 |
Granted (in shares) | 254,000 |
Exercised (in shares) | (8,168,000) |
Forfeited/cancelled (in shares) | (195,000) |
Ending balance (in shares) | 11,264,000 |
Exercisable (in shares) | 10,052,000 |
Weighted Average Exercise Price Per Share | |
Beginning balance, outstanding (in dollars per share) | $ 2.09 |
Granted (in dollars per share) | 2 |
Exercised (in dollars per share) | 1.81 |
Forfeited/Cancelled (in dollars per share) | 4.55 |
Ending balance, outstanding (in dollars per share) | 2.24 |
Exercisable (in dollars per share) | $ 2.03 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of RSU Information (Details) - Restricted stock units - $ / shares | 9 Months Ended | ||
Sep. 30, 2021 | Apr. 19, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSUs Eligible to Vest (in shares) | 7,426,000 | 6,900,000 | 5,451,000 |
Minimum Service Period (in years) | 4 years | ||
Tranche 1 | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSUs Eligible to Vest (in shares) | 279,600 | ||
Company Stock Price Target (in dollars per share) | $ 67.61 | ||
Minimum Service Period (in years) | 1 year | ||
Tranche 2 | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSUs Eligible to Vest (in shares) | 279,600 | ||
Company Stock Price Target (in dollars per share) | $ 82.63 | ||
Minimum Service Period (in years) | 2 years | ||
Tranche 3 | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSUs Eligible to Vest (in shares) | 279,600 | ||
Company Stock Price Target (in dollars per share) | $ 102.66 | ||
Minimum Service Period (in years) | 3 years | ||
Tranche 4 | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSUs Eligible to Vest (in shares) | 279,600 | ||
Company Stock Price Target (in dollars per share) | $ 127.70 | ||
Minimum Service Period (in years) | 4 years | ||
Tranche 5 | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of RSUs Eligible to Vest (in shares) | 279,600 | ||
Company Stock Price Target (in dollars per share) | $ 157.75 | ||
Minimum Service Period (in years) | 5 years |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSU Activity (Details) - Restricted stock units - $ / shares | Apr. 19, 2021 | Apr. 30, 2021 | Sep. 30, 2021 |
Number of Shares | |||
Beginning balance (in shares) | 5,451,000 | ||
Granted (in shares) | 32,500 | 5,461,000 | |
Vested (in shares) | (2,932,000) | ||
Forfeited/Canceled (in shares) | (554,000) | ||
Ending balance (in shares) | 6,900,000 | 7,426,000 | |
Weighted Average Grant Date Fair Value Per Share | |||
Beginning balance (in dollars per share) | $ 5.75 | ||
Granted (in dollars per share) | 22.61 | ||
Vested (in dollars per share) | 25.08 | ||
Forfeited/Canceled (in dollars per share) | 19.25 | ||
Ending balance (in dollars per share) | $ 23.70 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (4,467) | $ 187 | $ (17,139) | $ 519 |
Effective income tax rate (as a percent) | (25.00%) | 1.00% | 50.00% | 2.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | 1 Months Ended |
Oct. 31, 2021segmentshares | |
Performance Shares | |
Subsequent Event [Line Items] | |
Number of performance-based RSUs approved for issuance (in shares) | 105,000 |
Restricted stock units | |
Subsequent Event [Line Items] | |
Number of tranches | segment | 15 |
Number of units for reach tranche | 7,000 |
Award vesting period | 6 months |
Award vesting (as a percent) | 6.25% |