Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 31, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | EVER | ||
Entity Registrant Name | EverQuote, Inc. | ||
Entity Central Index Key | 0001640428 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | Class A Common Stock, $0.001 Par Value Per Share | ||
Entity Address, State or Province | MA | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-38549 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-3101161 | ||
Entity Address, Address Line One | 210 Broadway | ||
Entity Address, City or Town | Cambridge | ||
Entity Address, Postal Zip Code | 02139 | ||
City Area Code | 855 | ||
Local Phone Number | 522-3444 | ||
Entity Public Float | $ 174.6 | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Firm ID | 238 | ||
Auditor Location | Boston, Massachusetts | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 26,997,046 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,609,774 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 30,835 | $ 34,851 |
Accounts receivable, net | 29,604 | 35,659 |
Commissions receivable, current portion | 13,530 | 9,285 |
Prepaid expenses and other current assets | 7,005 | 4,899 |
Total current assets | 80,974 | 84,694 |
Property and equipment, net | 6,460 | 5,796 |
Goodwill | 21,501 | 21,501 |
Acquired intangible assets, net | 7,955 | 10,229 |
Operating lease right-of-use assets | 5,769 | 7,291 |
Commission receivable, non-current portion | 33,410 | 13,415 |
Other assets | 450 | 681 |
Total assets | 156,519 | 143,607 |
Current liabilities: | ||
Accounts payable | 30,680 | 29,599 |
Accrued expenses and other current liabilities | 9,924 | 13,015 |
Deferred revenue | 1,867 | 2,096 |
Operating lease liabilities | 2,936 | 2,696 |
Total current liabilities | 45,407 | 47,406 |
Operating lease liabilities, net of current portion | 3,501 | 5,531 |
Other long-term liabilities | 125 | 5,545 |
Total liabilities | 49,033 | 58,482 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding | ||
Additional paid-in capital | 269,521 | 222,730 |
Accumulated other comprehensive income (loss) | (6) | 10 |
Accumulated deficit | (162,061) | (137,645) |
Total stockholders' equity | 107,486 | 85,125 |
Total liabilities and stockholders' equity | 156,519 | 143,607 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | 26 | 24 |
Class B Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | $ 6 | $ 6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 220,000,000 | 220,000,000 |
Common stock, shares issued | 26,447,880 | 23,544,995 |
Common stock, shares outstanding | 26,447,880 | 23,544,995 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 6,139,774 | 6,407,678 |
Common stock, shares outstanding | 6,139,774 | 6,407,678 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 404,127 | $ 418,515 | $ 346,935 |
Cost and operating expenses: | |||
Cost of revenue | 23,980 | 23,949 | 21,373 |
Sales and marketing | 349,255 | 354,990 | 284,880 |
Research and development | 31,713 | 35,732 | 29,662 |
General and administrative | 28,102 | 24,703 | 20,444 |
Acquisition-related costs | (4,135) | 1,065 | 2,258 |
Total cost and operating expenses | 428,915 | 440,439 | 358,617 |
Loss from operations | (24,788) | (21,924) | (11,682) |
Other income (expense): | |||
Interest income | 349 | 37 | 189 |
Other income (expense), net | 23 | (57) | 291 |
Total other income (expense), net | 372 | (20) | 480 |
Loss before income taxes | (24,416) | (21,944) | (11,202) |
Benefit from income taxes | 2,510 | ||
Net loss | $ (24,416) | $ (19,434) | $ (11,202) |
Net loss per share, basic | $ (0.77) | $ (0.67) | $ (0.41) |
Net loss per share, diluted | $ (0.77) | $ (0.67) | $ (0.41) |
Weighted average common shares outstanding, basic | 31,613 | 29,088 | 27,329 |
Weighted average common shares outstanding, diluted | 31,613 | 29,088 | 27,329 |
Net loss | $ (24,416) | $ (19,434) | $ (11,202) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | (16) | 17 | (7) |
Comprehensive loss | $ (24,432) | $ (19,417) | $ (11,209) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Eversurance, LLC [Member] | Policy Fuel, LLC [Member] | Private Placement [Member] | Class A Common Stock [Member] Private Placement [Member] | Common Stock [Member] Class A Common Stock [Member] | Common Stock [Member] Class A Common Stock [Member] Eversurance, LLC [Member] | Common Stock [Member] Class A Common Stock [Member] Policy Fuel, LLC [Member] | Common Stock [Member] Class A Common Stock [Member] Private Placement [Member] | Common Stock [Member] Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Eversurance, LLC [Member] | Additional Paid-in Capital [Member] Policy Fuel, LLC [Member] | Additional Paid-in Capital [Member] Private Placement [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2019 | $ 51,770 | $ 15 | $ 12 | $ 158,752 | $ (107,009) | |||||||||||
Beginning balance, shares at Dec. 31, 2019 | 14,635,834 | 11,802,341 | ||||||||||||||
Contingent consideration to be settled in Class A common stock | 1,335 | 1,335 | ||||||||||||||
Issuance of common stock upon exercise of stock options | 4,907 | $ 1 | 4,906 | |||||||||||||
Issuance of common stock upon exercise of stock options, shares | 776,914 | |||||||||||||||
Vesting of restricted stock units, shares | 998,478 | |||||||||||||||
Stock-based compensation expense | 24,179 | 24,179 | ||||||||||||||
Transfer of Class B common stock to Class A common stock | $ 5 | $ (5) | ||||||||||||||
Transfer of Class B common stock to Class A common stock, shares | 4,372,839 | (4,372,839) | ||||||||||||||
Foreign currency translation adjustment | (7) | $ (7) | ||||||||||||||
Net loss | (11,202) | (11,202) | ||||||||||||||
Ending balance at Dec. 31, 2020 | 70,982 | $ 21 | $ 7 | 189,172 | (7) | (118,211) | ||||||||||
Ending balance, shares at Dec. 31, 2020 | 20,784,065 | 7,429,502 | ||||||||||||||
Issuance of common stock to settle contingent consideration liability, shares | 39,168 | |||||||||||||||
Issuance of common stock upon exercise of stock options | 3,615 | $ 1 | 3,614 | |||||||||||||
Issuance of common stock upon exercise of stock options, shares | 572,429 | |||||||||||||||
Vesting of restricted stock units | 1 | $ 1 | ||||||||||||||
Vesting of restricted stock units, shares | 1,127,509 | |||||||||||||||
Stock-based compensation expense | 29,944 | 29,944 | ||||||||||||||
Transfer of Class B common stock to Class A common stock | $ 1 | $ (1) | ||||||||||||||
Transfer of Class B common stock to Class A common stock, shares | 1,021,824 | (1,021,824) | ||||||||||||||
Foreign currency translation adjustment | 17 | 17 | ||||||||||||||
Net loss | (19,434) | (19,434) | ||||||||||||||
Ending balance at Dec. 31, 2021 | 85,125 | $ 24 | $ 6 | 222,730 | 10 | (137,645) | ||||||||||
Ending balance, shares at Dec. 31, 2021 | 23,544,995 | 6,407,678 | ||||||||||||||
Private placement of common stock | $ 15,000 | $ 1 | $ 14,999 | |||||||||||||
Private placement of common stock, shares | 1,004,016 | 1,004,016 | ||||||||||||||
Issuance of common stock to settle contingent consideration liability | $ 830 | $ 1,059 | $ 830 | $ 1,059 | ||||||||||||
Issuance of common stock to settle contingent consideration liability, shares | 58,754 | 62,671 | ||||||||||||||
Issuance of common stock upon exercise of stock options | $ 942 | $ 1 | 941 | |||||||||||||
Issuance of common stock upon exercise of stock options, shares | 138,816 | 138,816 | ||||||||||||||
Net issuance of common stock upon vesting of restricted stock units | $ 64 | 64 | ||||||||||||||
Net issuance of common stock upon vesting of restricted stock units, shares | 1,370,724 | |||||||||||||||
Stock-based compensation expense | 28,898 | 28,898 | ||||||||||||||
Transfer of Class B common stock to Class A common stock, shares | 267,904 | (267,904) | ||||||||||||||
Foreign currency translation adjustment | (16) | (16) | ||||||||||||||
Net loss | (24,416) | (24,416) | ||||||||||||||
Ending balance at Dec. 31, 2022 | $ 107,486 | $ 26 | $ 6 | $ 269,521 | $ (6) | $ (162,061) | ||||||||||
Ending balance, shares at Dec. 31, 2022 | 26,447,880 | 6,139,774 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (24,416) | $ (19,434) | $ (11,202) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization expense | 5,848 | 5,072 | 3,350 |
Stock-based compensation expense | 28,986 | 30,020 | 24,179 |
Change in fair value of contingent consideration | (4,135) | 196 | 1,778 |
Deferred taxes | (2,510) | ||
Provision for (recovery of) bad debt | 693 | (41) | 105 |
Unrealized foreign currency transaction (gains) losses | (9) | 24 | |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable | 5,362 | 10,511 | (13,970) |
Prepaid expenses and other current assets | (2,111) | 1,801 | 4,465 |
Commissions receivable, current and non-current | (24,240) | (16,871) | (5,829) |
Operating lease right-of-use assets | 2,613 | 2,710 | 2,076 |
Other assets | (19) | 534 | 1,433 |
Accounts payable | 1,124 | (3,968) | 9,301 |
Accrued expenses and other current liabilities | (2,375) | 2,692 | (3,968) |
Deferred revenue | (229) | 227 | 368 |
Operating lease liabilities | (2,883) | (2,840) | (2,233) |
Other long-term liabilities | (934) | 815 | |
Net cash provided by (used in) operating activities | (15,791) | 7,189 | 10,668 |
Cash flows from investing activities: | |||
Acquisition of property and equipment, including costs capitalized for development of internal-use software | (4,290) | (2,862) | (3,822) |
Acquisition of business | (15,955) | (14,930) | |
Net cash used in investing activities | (4,290) | (18,817) | (18,752) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 942 | 3,615 | 4,907 |
Proceeds from private placement of common stock | 15,000 | ||
Tax withholding payments related to net share settlement | (100) | ||
Net cash provided by financing activities | 15,842 | 3,615 | 4,907 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (27) | (6) | (7) |
Net decrease in cash, cash equivalents and restricted cash | (4,266) | (8,019) | (3,184) |
Cash, cash equivalents and restricted cash at beginning of period | 35,101 | 43,120 | 46,304 |
Cash, cash equivalents and restricted cash at end of period | 30,835 | 35,101 | 43,120 |
Supplemental disclosure of noncash investing and financing information: | |||
Acquisition of property and equipment included in accounts payable | 60 | 100 | |
Fair value of contingent consideration in connection with acquisition included in stockholders' equity | 1,335 | ||
Fair value of contingent consideration in connection with acquisition included in liabilities | 3,784 | 416 | |
Operating lease liabilities arising from obtaining right-of-use assets | 1,096 | 383 | 541 |
Reconciliation of cash, cash equivalents and restricted cash: | |||
Cash and cash equivalents | 30,835 | 34,851 | 42,870 |
Restricted cash (included in other assets) | 250 | 250 | |
Cash, cash equivalents and restricted cash at end of period | 30,835 | $ 35,101 | $ 43,120 |
Settle Contingent Consideration Liability | |||
Supplemental disclosure of noncash investing and financing information: | |||
Issuance of Class A common stock | 1,889 | ||
Settle Stock-Based Compensation Liability | |||
Supplemental disclosure of noncash investing and financing information: | |||
Issuance of Class A common stock | $ 164 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation EverQuote, Inc. (the “Company”) was incorporated in the state of Delaware in 2008. Through its internet websites, the Company operates an online marketplace for consumers shopping for auto, home and renters, life and health insurance. The Company generates revenue primarily by selling consumer referrals to insurance provider customers, consisting of carriers and agents, and indirect distributors in the United States. The Company also generates revenue from commission fees paid by insurance provider customers for insurance policies it sells to consumers. The Company is subject to a number of risks and uncertainties common to companies in similar industries and stages of development including, but not limited to, rapid technological changes, competition from substitute products and services from larger companies, protection of proprietary technology, customer concentration, patent litigation, the need to obtain additional financing to support growth and dependence on third parties and key individuals. In addition, the Company is subject to risks and uncertainties relating to the ongoing coronavirus (“COVID-19”) pandemic. Uncertainty remains as to the duration and severity of business disruptions related to the COVID-19 pandemic, as well as with respect to the full impact of the pandemic on the global economy and consumer confidence. Work-from-home measures have introduced additional operational risks, including cybersecurity risks, and may adversely affect the way the Company and its customers and insurance providers conduct business. The extent to which the COVID-19 pandemic impacts the Company’s workforce, business, financial condition, results of operations and the Company’s use of estimates in preparation of its consolidated financial statements will depend on future developments, which are highly uncertain and cannot be predicted at this time. The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Since inception, the Company has incurred operating losses, including a net loss of $ 24.4 million for the year ended December 31, 2022. As of December 31, 2022, the Company had an accumulated deficit of $ 162.1 million. As of the issuance date of these consolidated financial statements, the Company expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of the consolidated financial statements, without considering borrowing availability under the Company’s credit facility. The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition and the valuation of commissions and accounts receivable, the expensing and capitalization of website and software development costs, goodwill and acquired intangible assets, the contingent consideration liabilities, the valuation of stock-based awards and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in periods in which they become known. These estimates may change, as new events occur and additional information is obtained and actual results could differ materially from these estimates. Restricted Cash As of December 31, 2021, restricted cash consisted of $ 0.3 million deposited in a separate restricted bank account as a security deposit for the Company’s corporate credit cards. Restricted cash accounts was classified within other assets. The restricted cash was released to the Company in January 2022 and as a result, as of December 31, 2022, the Company no longer maintains a restricted cash balance. Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Concentrations of Credit Risk and of Significant Customers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts and commissions receivable. The Company maintains its cash and cash equivalents at accredited financial institutions. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company sells its consumer referrals to insurance provider customers, consisting of carriers and agents, and indirect distributors in the United States. For the year ended December 31, 2022, two customers represented 21 % and 11 %, respectively, of total revenue. For the years ended December 31, 2021 and 2020, one customer represented 16 % and 22 %, respectively, of total revenue. As of December 31, 2022, one customer accounted for 23 % of the total accounts and commissions receivable balance. As of December 31, 2021, one customer accounted for 12 % of the total accounts and commissions receivable balance. Accounts Receivable The Company provides credit to customers in the ordinary course of business and believes its credit policies are prudent and reflect industry practices and business risk. The Company monitors economic conditions to identify facts or circumstances that may indicate that its receivables are at risk of collection. The Company provides reserves against accounts receivable for estimated losses, if any, that may result from a customer’s inability to pay based on the composition of its accounts receivable, current economic conditions, and historical credit loss activity. Amounts determined to be uncollectible are charged or written-off against the reserve. As of December 31, 2022 and 2021, the Company’s allowance for credit losses was $ 0.7 million and less than $ 0.1 million, respectively. During the years ended December 31, 2022, 2021 and 2020, the Company wrote off an insignificant amount of uncollectible accounts. Revenue Recognition The Company derives its revenue primarily by selling consumer referrals to its insurance provider customers, including insurance carriers, agents and indirect distributors. The Company also generates revenue from commission fees for the sale of policies, primarily in its health and automotive verticals. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606 Revenue from Contracts with Customers ("ASC 606"), the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when collectability of the consideration to which the Company is entitled in exchange for the goods or services it transfers to the customer is determined to be probable. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. Referral Revenue The Company recognizes referral revenue when it satisfies its performance obligations by delivering the referrals to its customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those referrals. Commission Revenue The Company’s commission revenue consists of the estimated constrained lifetime values (the “constrained LTVs”) of commission payments the Company expects to receive from health insurance carriers and auto insurance carriers on the sale of insurance policies to consumers and renewals of such policies. Commission revenue is recognized upon satisfaction of the Company’s performance obligation. The Company considers its performance obligation related to commissions for both the initial policy sale and future renewals of the policy to be satisfied upon submission of the policy application. Therefore, a significant portion of the commission revenue the Company records upon satisfaction of its performance obligation is paid by the Company’s insurance provider customer over a multi-year time frame as policyholders renew and pay the insurance provider for their policies. The current portion of commissions receivable consists of estimated commissions on new policies sold and estimated renewal commissions on policies expected to be renewed within one year, while the non-current portion of commissions receivable are commissions for estimated renewals expected to be renewed beyond one year. Commission revenue represented approximately 13 % of total revenue in the year ended December 31, 2022, and less than 10 % of total revenue in each of the years ended December 31, 2021 and 2020. The Company estimates commission revenue for each health insurance product by using a portfolio approach to a group of policies by product type and the application submission date of the relevant policy, which are referred to as “cohorts.” The Company’s estimate of constrained LTVs is based on an analysis of historical commission payment trends for relevant policies to establish an expected lifetime value and incorporates management’s judgment in interpreting those trends to calculate LTVs and to apply constraints to such LTVs. Significant factors impacting historical trends include carrier mix, average policy duration and conversion rates of paying policies. Commission revenue from auto insurance carriers consists of constrained LTVs of commission payments the Company expects to receive for selling an insurance policy based on the effective date of the policy. The Company’s estimate of constrained LTVs is based on an analysis of historical commission payment trends for relevant policies to establish an expected lifetime value and incorporates management’s judgment in interpreting those trends to calculate LTVs and to apply constraints to such LTVs. The most significant factor impacting historical trends is average policy duration. The Company applies a constraint to its estimated LTVs to only recognize the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future. To the extent that commission payment trends change or the underlying factors impacting commission payments change, the Company’s estimate of constrained LTVs could be materially impacted. To the extent the Company makes changes to its estimates of constrained LTVs, it recognizes any material impact of the change to commission revenue in the reporting period in which the change is made, including revisions of estimated lifetime commissions either below or in excess of previously estimated constrained LTVs recognized as an adjustment to revenue and the related contract asset. The Company recognizes revenue for new policies by applying the latest estimated constrained LTV for that product. Disaggregated Revenue The Company presents disaggregated revenue from contracts with customers by distribution channel, as the distribution channel impacts the nature and amount of the Company’s revenue, and by vertical market segment. The Company’s direct distribution channel consists of insurance carriers and third-party agents. The Company’s indirect distribution channel consists of insurance aggregators and media networks who purchase referrals with the intent to resell. Revenue generated via the Company’s direct distribution channel is generally higher per referral than revenue generated by the Company’s indirect distribution channels and provides the Company with additional insights and data regarding insurance provider demand and referral performance. Total revenue is comprised of revenue from the following distribution channels: Year Ended December 31, 2022 2021 2020 Direct channels 86 % 90 % 92 % Indirect channels 14 % 10 % 8 % 100 % 100 % 100 % Total revenue is comprised of revenue from the following insurance verticals (in thousands): Year Ended December 31, 2022 2021 2020 Automotive $ 324,417 $ 330,928 $ 283,236 Other 79,710 87,587 63,699 Total Revenue $ 404,127 $ 418,515 $ 346,935 The Company has elected to apply the practical expedient in ASC 606 to expense incremental direct costs of obtaining a contract, consisting of sales commissions, as incurred as the expected period of benefit of the sales commissions is one year or less . At December 31, 2022 and 2021, the Company had not capitalized any costs to obtain any of its contracts. Deferred Revenue Amounts received for referrals prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the accompanying balance sheets. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue. Deferred revenue was $ 1.9 million and $ 2.1 million as of December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, the Company recognized revenue of $ 1.5 million that was included in the contract liability balance (deferred revenue) at December 31, 2021. The Company recognizes deferred revenue by first allocating from the beginning deferred revenue balance to the extent that the beginning deferred revenue balance exceeds the revenue to be recognized. Billings during the period are added to the deferred revenue balance to be recognized in future periods. Commissions Receivable Commissions receivable are contract assets that represent estimated variable consideration for commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of commissions receivable are estimated commissions expected to be received within one year, while the non-current portion of commissions receivable are expected to be received beyond one year. The Company assesses impairment for uncollectible consideration when information available indicates it is probable that an asset has been impaired. There were no impairments recorded during the years ended December 31, 2022, 2021 or 2020. While the Company is exposed to credit losses due to the non-payment by insurance carriers, it considers the risk of this to be remote. Goodwill and Acquired Intangible Assets The Company records goodwill when consideration paid in a business acquisition exceeds the value of the net assets acquired. The Company’s estimates of fair value are based upon assumptions believed to be reasonable at that time but that are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events or circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations and comprehensive loss as operating expenses or income. Goodwill is not amortized, but rather is tested for impairment annually, or more frequently if facts and circumstances warrant a review, such as significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. The Company assesses both the existence of potential impairment and the amount of impairment loss by comparing the fair value of the reporting unit with its carrying amount, including goodwill. Intangible assets are recorded at their estimated fair values at the date of acquisition. The Company amortizes acquired intangible assets over their estimated useful lives based on the pattern of consumption of the economic benefits or, if that pattern cannot be readily determined, on a straight-line basis. Valuation of Contingent Consideration The Company’s two acquisitions in 2021 and 2020 provided for shares of Class A common stock to be issued to former owners of the purchased entities upon the achievement of certain revenue targets (see Note 3). Achievement of revenue targets that will result in the issuance of a variable number of shares of Class A common stock are accounted for as a liability. The Company estimates the fair value of the shares of Class A common stock issuable upon achievement of the targets as of the acquisition date. The Company remeasures the fair value of the shares of Class A common stock issuable at each subsequent reporting date until the liability is fully settled. The Company uses Monte Carlo simulation models in its estimates. The estimated fair value of the contingent consideration is based upon available information and certain assumptions, known at the time of its estimates, which management believes are reasonable. Deferred Financing Costs The Company capitalizes lender, legal and other third-party fees that are directly associated with obtaining access to capital under credit facilities. Deferred financing costs incurred in connection with obtaining access to capital are recorded in prepaid expenses and other current assets and are amortized over the availability period or term of the credit facility. Deferred financing costs related to a recognized debt liability are recorded as a direct reduction of the carrying amount of the debt liability and amortized to interest expense on an effective interest basis over the repayment term. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Computer equipment 3 years Software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of lease term or estimated useful life Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations on the statements of operations and comprehensive loss. Expenditures for repairs and maintenance are charged to expense as incurred. Leases The Company accounts for leases under ASC Topic 842, Leases (“ASC 842”). In accordance with ASC 842, the Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the asset’s economic benefits. The Company determines if an arrangement is a lease or contains an embedded lease at inception. For arrangements that meet the definition of a lease, the Company determines the initial classification and measurement of its right-of-use asset and lease liability at the lease commencement date and thereafter if modified. The lease term includes any renewal options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term. The Company’s policy is to not record leases with an original term of 12 months or less on its consolidated balance sheets and recognizes those lease payments in the income statement on a straight-line basis over the lease term. The Company’s existing leases are for office space. In addition to rent, the leases may require the Company to pay additional costs, such as utilities, maintenance and other operating costs, which are generally referred to as non-lease components. The Company has elected to not separate lease and non-lease components. Only the fixed costs for lease components and their associated non-lease components are accounted for as a single lease component and recognized as part of a right-of-use asset and lease liability. Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expense in the consolidated statements of operations and comprehensive loss. Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment, right-of-use assets and intangible assets with finite lives. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did no t record any impairment losses on long-lived assets during the years ended December 31, 2022, 2021 or 2020. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and contingent consideration liabilities are carried at fair value, determined according to the fair value hierarchy described above (see Note 4). The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. Commissions receivable are recorded at constrained lifetime values. Segment Information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company operates an online marketplace for consumers shopping for auto, home and renters, life and health insurance quotes and generates revenue from referral fees and commission payments. Significantly all of the Company’s tangible assets are held in the United States. Research and Development Research and development expenses consist primarily of personnel-related expenses (wages, fringe benefit costs and stock-based compensation expense) for product management and software development. Research and development costs are expensed as incurred, except for certain costs which are capitalized in connection with the development of the Company’s website and internal-use software. Costs incurred in the preliminary and post-implementation stages of development are expensed as incurred. Once an application has reached the development stage, internal costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing performed to ensure the product is ready for its intended use. The Company also capitalizes costs related to specific upgrades and enhancements of its website and internal-use software when it is probable that the expenditures will result in additional functionality. Maintenance and training costs are expensed as incurred. Capitalized software costs are recorded as part of property and equipment and are amortized on a straight-line basis over an estimated useful life of three years . Advertising Expense Advertising expense consists of variable costs that are related to attracting consumers to the Company’s marketplace and generating consumer quote requests, including through its verified partner network, and promoting its marketplace to insurance carriers and agents. The Company expenses advertising costs as incurred and such costs are included in sales and marketing expense in the accompanying statements of operations and comprehensive loss. During the years ended December 31, 2022, 2021 and 2020, advertising expense totaled $ 275.9 million, $ 289.0 million and $ 238.3 million, respectively. Stock-Based Compensation The Company measures compensation expense for stock options with service-based vesting or performance-based vesting granted to employees, non-employees and directors based on the fair value on the date of grant using the Black‑Scholes option‑pricing model. The Company measures compensation expense for stock options with market-based vesting based on the fair value on the date of grant using a Monte Carlo simulation model. The Company measures compensation expense for restricted common stock units based on the fair value on the date of grant using the market value of the Company’s common stock. Compensation expense for employee awards is recognized over the requisite service period, which is generally the vesting period of the respective award. The Company uses the straight‑line method to record the expense of employee awards with only service‑based vesting conditions. The Company uses the graded‑vesting method to record the expense of employee awards with both service‑based and performance‑based vesting conditions, commencing once achievement of the performance condition becomes probable. Compensation expense for nonemployee awards is recognized in the same manner as if the Company had paid cash for the goods or services received. The fair value of performance-based restricted stock units that are liability classified will be recorded as compensation expense based on the fair value of the number of shares issued at vesting. Prior to vesting, compensation expense is recognized over the period during which services are rendered, based on the performance conditions deemed probable of achievement. At the end of each financial reporting period prior to the vesting date, the fair value of these awards is remeasured using the then-current fair value of the Company’s Class A common stock (see Note 10). The Company classifies stock-based compensation expense in its statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Foreign Currency Translation The functional currency of the Company’s foreign subsidiaries is the currency of the local country. Assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars using the period-end exchange rates, and income and expense items are translated into U.S. dollars using average exchange rates in effect during each period. The effects of these foreign currency translation adjustments are included in accumulated other comprehensive loss, a separate component of stockholders’ equity. The Company also incurs transaction gains and losses resulting from intercompany transactions as well as transactions with customers or vendors denominated in currencies other than the functional currency of the legal entity in which the transaction is recorded. Foreign currency transaction gains (losses) are included in the consolidated statements of operations and comprehensive loss as a component of other income (expense) and have not been significant. Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive loss is foreign currency translation adjustments. Net Income (Loss) per Share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted stock units. For periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. As more fully described in Note 9, the rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and Class B common stock are equivalent. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: December 31, 2022 2021 2020 Options to purchase common stock 2,072,238 1,539,573 2,188,919 Unvested restricted stock units 2,511,930 2,798,761 3,142,220 4,584,168 4,338,334 5,331,139 The table above does not include shares issuable upon settlement of contingent consideration for the Company’s acquisitions (see Note 3). Such shares are also not included in the Company’s calculation of basic or diluted net loss per common share until issued. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company’s policy is to record interest and penalties related to income taxes as part of the tax provision. Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606 as if it had originated the contracts. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The amendments in this update are to be applied prospectively to business combinations occurring on or after the effective date. T |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions PolicyFuel On August 13, 2021, the Company completed the acquisition of Policy Fuel, LLC and its affiliated entities (“PolicyFuel”), a policy-sales-as-a-service provider, with principal offices in Austin and San Antonio, Texas. PolicyFuel operated in the property and casualty insurance industry providing services that enabled carriers to complement their own call center operations with access to dedicated advisor teams focused exclusively on selling that carrier’s offerings. This acquisition enabled the Company to expand the range of products the Company offers to carriers and expand the market of the Company’s direct-to-consumer offerings. The PolicyFuel acquisition was accounted for as a purchase of a business under ASC Topic 805, Business Combinations. Under the acquisition method of accounting, the assets and liabilities of PolicyFuel were recorded at their respective fair values as of the acquisition date. The purchase consideration of $ 20.0 million reflected a cash payment of $ 16.0 million, net of cash acquired, settlement of an outstanding receivable from PolicyFuel of $ 0.2 million and contingent consideration of $ 3.8 million, representing the estimated fair value as of the acquisition date of Class A common stock issuable to the former owners of PolicyFuel upon achievement of certain revenue targets over the three years following the acquisition. The former owners of PolicyFuel are eligible to receive shares of Class A common stock upon the achievement (at varying levels) of each of three twelve-month revenue targets. The number of shares that may be issued at maximum performance is based on a total dollar value of $ 12.9 million; 50 % of which would be calculated at the time of issuance by dividing the applicable dollar value by a volume weighted average price per share for a 20 -day period preceding the acquisition. These shares are referred to as the “Fixed Shares” and the maximum number of Fixed Shares that may be issued is 199,311 . The fair value of such shares to be recorded upon issuance will be based on the number of shares issued multiplied by the market value of the Company’s Class A common stock on the date of issuance. The remaining 50 %, or $ 6.5 million at maximum performance, may be issued as shares of Class A common stock calculated by dividing the applicable dollar value earned by the volume weighted average price per share for a 20 -day period preceding each revenue target determination date. These shares are referred to as the “Fixed Dollar Shares” and there is no maximum to the number of shares that may be issued as Fixed Dollar Shares. The fair value of such shares to be recorded upon issuance will be based on the number of shares issued multiplied by the market value of the Company’s Class A common stock on the date of issuance. The Fixed Shares described above include 17,030 performance-based restricted stock units issued as an Inducement Award and the Fixed Dollar Shares described above include $ 0.6 million of performance-based restricted stock units issued as an Inducement Award (see Note 8). As achievement of each of the three twelve-month targets results in the issuance of a variable number of shares of Class A common stock, the Company recorded a liability for the fair value of this contingent consideration. The Company estimated the fair value of the contingent consideration liability as of the acquisition date using a Monte Carlo simulation model. The most significant assumptions and estimates utilized in the model include forecasted revenue (an acquisition specific input) and the market value of the Company’s Class A common stock (an observable input). Other assumptions utilized in the model include equity volatility, revenue volatility and discount rate. The Company remeasures the fair value of the contingent consideration at each subsequent reporting date until the liability is fully settled (see Note 4). The following tables summarize the purchase price for PolicyFuel and the allocation of the purchase price (in thousands): Cash paid, net of cash acquired $ 15,955 Fair value of contingent consideration to be settled in stock 3,784 Settlement of existing relationship 233 Total purchase price consideration, net of cash acquired $ 19,972 Assets Acquired and Liabilities Assumed: Accounts receivable $ 283 Commissions receivable (current and long-term) 2,761 Prepaid expenses and other current assets 12 Customer relationships 6,600 Developed technology 1,700 Other identifiable intangible assets 300 Goodwill 11,532 Total assets acquired 23,188 Accounts payable and accrued expenses (current) ( 706 ) Deferred tax liability ( 2,510 ) Total allocation of purchase price consideration, net of cash acquired $ 19,972 Customer relationships were valued using the income approach and are being amortized to sales and marketing expense over their estimated useful life of nine years . Significant assumptions and estimates utilized in the model include revenue and earnings growth rates, royalty rates and the discount rate. Developed technology was valued using the relief from royalty method and is being amortized to cost of revenue over its estimated useful life of three years . Significant assumptions and estimates utilized in this model include the royalty rate, the discount rate and the obsolescence curve. Commissions receivable were recorded at constrained LTVs and are included in prepaid expenses and other current assets and other assets on the Company’s consolidated balance sheets. Goodwill was recognized for the excess purchase price over the fair value of the net assets acquired. Goodwill is primarily attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and future growth. Goodwill resulting from the acquisition of PolicyFuel is not deductible for tax purposes. The Company incurred costs of $ 0.9 million for the year ended December 31, 2021, for third-party professional services utilized for the acquisition, which were expensed as incurred within acquisition-related costs on the Company’s consolidated statements of operations and comprehensive loss. The operating results of the acquired entity have been included in the consolidated financial statements beginning on the acquisition date but have not been disclosed as the Company does not account for the results of the acquired entity separate from its own results. Pro forma results of operations for the acquisition have not been presented as they are not material to the Company’s consolidated results of operations. The Company recorded an income tax benefit for the year ended December 31, 2021 of $ 2.5 million related to the release of a portion of its valuation allowance as a result of the acquisition of PolicyFuel. The net deferred tax liability recorded for the PolicyFuel acquisition relates to the intangible assets recognized in purchase accounting, which are non-deductible for tax purposes and result in a deferred tax liability. The net deferred tax liability is a source of income to support the recognition of a portion of the Company’s existing deferred tax assets. Therefore, the Company recorded a tax benefit for the release of a portion of its valuation allowance related to the net deferred tax liability recorded in purchase accounting. Eversurance On September 1, 2020, the Company completed the acquisition of Crosspointe Insurance & Financial Services, LLC, a health insurance agency headquartered in Evansville, Indiana. In the third quarter 2021, the Company changed the name of Crosspointe Insurance & Financial Services, LLC to Eversurance, LLC (“Eversurance”). Eversurance was a sales and decision support contact center connecting consumers to high quality health insurance in a customer-centric environment serving the individual and family health, Medicare, and ancillary health product markets. This acquisition enabled the Company to accelerate and expand its opportunity in the health insurance market, by providing insurance shoppers with a broader range of health insurance products through access to a greater number of carrier partners, and an improved and more personalized customer buying experience. The Eversurance acquisition was accounted for as a purchase of a business under ASC Topic 805, Business Combinations. Under the acquisition method of accounting, the assets and liabilities of Eversurance were recorded as of the acquisition date, at their respective fair values. The purchase consideration of $ 16.7 million reflected a cash payment of $ 14.9 million and contingent consideration of $ 1.8 million representing the fair value of Class A common stock issuable to the former owners of Eversurance upon achievement of certain revenue targets over three years . The former owners of Eversurance were eligible to receive up to 97,922 shares of Class A common stock upon achievement of certain revenue targets. These revenue targets are measured in annual intervals. Shares of Class A common stock issuable upon achievement of the first two annual targets were for a fixed number of shares of Class A common stock of 39,168 shares and, as such, the Company recorded the fair value of these shares within stockholders’ equity based on the number of shares issuable and the market value of Class A common stock on the acquisition date. Achievement of the third annual target results in the issuance of a variable number of shares of Class A common stock of up to 58,754 shares and, as such, the Company recorded a liability for the fair value of this contingent consideration. The Company estimated the fair value of the shares of Class A common stock issuable upon achievement of the three annual targets as of the acquisition date. The Company used a Monte Carlo simulation model in its estimates. Significant assumptions and estimates utilized in the model included forecasted revenue, revenue volatility and discount rate. The Company remeasured the fair value of the shares of Class A common stock issuable upon the estimated achievement levels of the third annual target at each subsequent reporting date until the liability was fully settled in the fourth quarter of 2022 (see Note 4). The following tables summarize the purchase price for Eversurance and the allocation of the purchase price (in thousands): Cash paid $ 14,930 Fair value of contingent consideration to be settled in stock 1,751 Total purchase price consideration $ 16,681 Assets Acquired and Liabilities Assumed: Commissions receivable (current and long-term) $ 3,285 Customer relationships 3,600 Other identifiable intangible assets 270 Operating lease right-of-use assets 1,469 Goodwill 9,969 Total assets acquired 18,593 Accounts payable and accrued expenses (current and long-term) ( 443 ) Operating lease liabilities ( 1,469 ) Total allocation of purchase price consideration $ 16,681 Customer relationships were valued using the income approach and are being amortized to sales and marketing expense over their estimated useful life of five years . Significant assumptions and estimates utilized in the model include the customer attrition rate and discount rate. Commissions receivable were recorded at constrained LTVs and are included in prepaid expenses and other current assets and other assets on the Company’s consolidated balance sheet. Goodwill was recognized for the excess purchase price over the fair value of the net assets acquired. Goodwill is primarily attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and future growth. Goodwill resulting from the acquisition of Eversurance is deductible for tax purposes. The Company incurred costs of $ 0.5 million for third-party professional services utilized for the acquisition, which were expensed as incurred within acquisition-related costs on the Company’s consolidated statements of operations and comprehensive loss in 2020. The operating results of the acquired entity have been included in the consolidated financial statements beginning on the acquisition date but have not been disclosed as the Company does not account for the results of the acquired entity separate from its own results. Pro forma results of operations for the acquisition have not been presented as they are not material to the Company’s consolidated results of operations. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 4. Fair Value of Financial Instruments The following tables present the Company’s fair value hierarchy for its assets and liabilities which are measured at fair value on a recurring basis as of December 31, 2022 and 2021 (in thousands): Fair Value Measurements at December 31, 2022 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 15,812 $ — $ — $ 15,812 Liabilities: Contingent consideration liability associated with acquisition — — 25 25 Contingent consideration liability associated with acquisition — — 125 125 $ — $ — $ 150 $ 150 Fair Value Measurements at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 20,502 $ — $ — $ 20,502 Liabilities: Contingent consideration liability associated with acquisition $ — $ — $ 920 $ 920 Contingent consideration liability associated with acquisition — — 629 629 Contingent consideration liability associated with acquisition — — 4,625 4,625 $ — $ — $ 6,174 $ 6,174 There were no transfers into or out of Level 3 during the years ended December 31, 2022, 2021 or 2020. Money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. Contingent consideration liabilities are valued by the Company using significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions and estimates to forecast a range of outcomes for the contingent consideration. The Company assesses these assumptions and estimates on a quarterly basis as additional data impacting the assumptions is obtained. Changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized as acquisition-related costs within the consolidated statements of operations and comprehensive loss. The Company estimated the fair value of the maximum 58,754 shares of Class A common stock issuable as contingent consideration upon achievement of certain Eversurance revenue targets (see Note 3) using probability of achievement of the revenue target (acquisition specific input) and the market value of the Company’s Class A common stock (observable input). The decrease in fair value of the contingent consideration liability for the years ended December 31, 2022 and 2021 was due to the decrease in the market value of the Company’s Class A common stock during the periods. The increase in fair value of the contingent consideration liability for the year ended December 31, 2020 was due primarily to a change in estimate of forecasted revenue. Shares of Class A common stock were issued in December 2022 to settle the third and final milestone at which time the fair value of the contingent consideration liability was reclassified to stockholders' equity. The Company uses a Monte Carlo simulation model in its estimates of the fair value of the contingent consideration liabilities related to the PolicyFuel acquisition. The most significant assumptions and estimates utilized in the model include forecasted revenue (an acquisition specific input) and the market value of the Company’s Class A common stock (an observable input). Other assumptions utilized in the model include equity volatility, revenue volatility and discount rate. The decrease in fair value of contingent consideration related to the Class A common stock issuable upon achievement of revenue targets during the year ended December 31, 2022 was primarily due to a change in estimate of forecasted revenue and the decrease in market value of the Company’s Class A common stock. The increase in fair value of contingent consideration related to the Class A common stock issuable upon achievement of revenue targets for the year ended December 31, 2021 was primarily due to a change in estimate of forecasted revenue, partially offset by the decrease in the market value of the Company’s Class A common stock during the year. In December 2022, the Company issued shares of Class A common stock in settlement of the first annual milestone, at which time the fair value of the contingent consideration liability for the first milestone was reclassified to stockholders' equity. The following table provides a roll-forward of the aggregate fair values of the Company’s contingent consideration liabilities for which fair value is determined by Level 3 inputs (in thousands): Contingent Consideration Liabilities Fair value at December 31, 2019 $ — Acquisition of Eversurance 416 Change in fair value of contingent consideration related 1,778 Fair value at December 31, 2020 2,194 Acquisition of PolicyFuel 3,784 Change in fair value of contingent consideration related ( 1,274 ) Change in fair value of contingent consideration related 1,470 Fair value at December 31, 2021 6,174 Change in fair value of contingent consideration related ( 90 ) Contingent consideration related to Eversurance acquisition ( 830 ) Change in fair value of contingent consideration related ( 4,045 ) Contingent consideration related to PolicyFuel acquisition ( 1,059 ) Fair value at December 31, 2022 $ 150 |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | 5. Goodwill and Acquired Intangible Assets Goodwill is not amortized, but instead is reviewed for impairment at least annually or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company considers its business to be one reporting unit for purposes of performing its goodwill impairment analysis. To date, the Company has had no impairments to goodwill. Changes in goodwill were as follows (in thousands): Balance December 31, 2020 $ 9,794 Final adjustment to Eversurance purchase price allocation 175 Goodwill resulting from PolicyFuel acquisition 11,532 Balance December 31, 2021 and 2022 $ 21,501 Acquired intangible assets consisted of the following (in thousands): December 31, 2022 Weighted Average Useful Life Gross Amount Accumulated Amortization Carrying Value (in years) Customer relationships 7.6 $ 10,200 $ ( 3,353 ) $ 6,847 Developed technology 3.0 1,700 ( 786 ) 914 Other identifiable intangible assets 2.8 570 ( 376 ) 194 $ 12,470 $ ( 4,515 ) $ 7,955 December 31, 2021 Weighted Average Useful Life Gross Amount Accumulated Amortization Carrying Value (in years) Customer relationships 7.6 $ 10,200 $ ( 1,830 ) $ 8,370 Developed technology 3.0 1,700 ( 217 ) 1,483 Other identifiable intangible assets 2.8 570 ( 194 ) 376 $ 12,470 $ ( 2,241 ) $ 10,229 Amortization expense for intangible assets for the years ended December 31, 2022, 2021 and 2020 was $ 2.3 million, $ 1.7 million and $ 0.5 million, respectively. Future amortization expense of the intangible assets as of December 31, 2022, is expected to be as follows (in thousands): Year Ending December 31, 2023 $ 2,001 2024 1,715 2025 960 2026 685 2027 2,594 $ 7,955 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Computer equipment $ 2,822 $ 2,755 Software 14,733 12,888 Furniture and fixtures 1,221 1,127 Leasehold improvements 975 906 19,751 17,676 Less: Accumulated depreciation and amortization ( 13,291 ) ( 11,880 ) $ 6,460 $ 5,796 Depreciation and amortization expense was $ 3.6 million, $ 3.3 million and $ 2.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company capitalized costs associated with the development of internal use software of $ 3.6 million, $ 2.2 million and $ 3.0 million included in the Software line item above and recorded related amortization expense of $ 2.7 million, $ 2.6 million and $ 2.2 million (included in depreciation and amortization expense) during the years ended December 31, 2022, 2021 and 2020, respectively. The remaining net book value of capitalized software costs was $ 5.3 million and $ 4.4 million as of December 31, |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Accrued employee compensation and benefits $ 4,254 $ 4,115 Accrued advertising expenses 3,970 5,669 Other current liabilities 1,700 3,231 $ 9,924 $ 13,015 |
Loan and Security Agreement
Loan and Security Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Loan and Security Agreement | 8. Loan and Security Agreement On July 15, 2022, the Company executed a Loan and Security Modification Agreement to amend its Loan and Security Agreement (the “2020 Loan Agreement”) with Western Alliance Bank (“Lender”), to increase the revolving line of credit available thereunder from $ 25.0 million to $ 35.0 million, to extend the maturity date of the revolving line of credit from August 2022 to July 2025 and to provide the Company access to a term loan of up to $ 10.0 million. The 2020 Loan Agreement, as amended by the Loan and Security Modification Agreement, is referred to as the Amended Loan Agreement. Pursuant to the Amended Loan Agreement, borrowings under the revolving line of credit cannot exceed 85 % of eligible accounts receivable balances, bear interest at the greater of 4.25 % or the prime rate as published in the Wall Street Journal and mature on July 15, 2025 . The term loan may be drawn through December 31, 2023 and borrowings bear interest at 0.25 % plus the greater of 4.25 % or the prime rate as published in the Wall Street Journal. Borrowings under the term loan of the Amended Loan Agreement are repayable in monthly interest-only payments through December 31, 2023. Commencing on January 1, 2024, the term loan is payable in 42 equal monthly installments of the then outstanding principal and accrued interest through June 2027. The Company may prepay all, but not less than all, of any outstanding principal with respect to advances made under the term loan provided that such outstanding principal is paid in full along with any accrued but unpaid interest to date plus any fees that become payable under the Amended Loan Agreement. In an event of default, as defined in the Amended Loan Agreement, and until such event is no longer continuing, the annual interest rate to be charged would be the annual rate otherwise applicable to borrowings under the Amended Loan Agreement plus 5.00 %. Borrowings are collateralized by substantially all of the Company’s assets and property. Under the Amended Loan Agreement, the Company has agreed to affirmative and negative covenants to which the Company will remain subject until maturity. The covenants include limitations on the Company’s ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. In addition, under the Amended Loan Agreement and through December 31, 2023, the Company is required to maintain a minimum asset coverage ratio of 1.5 to 1 calculated as the sum of unrestricted cash held at the Lender and eligible accounts receivable divided by all borrowings outstanding under the Amended Loan Agreement. Commencing December 31, 2023, the company is required to maintain, and test on a quarterly basis, a fixed charge coverage ratio and a leverage ratio. The fixed charge coverage ratio is measured as the Company’s ratio of (i) trailing twelve-month adjusted “EBITDA” (as defined in the Amended Loan Agreement) less capital expenditures, less cash taxes, to (ii) trailing twelve-month interest and principal payments to the Lender, of at least 1.25 to 1.00. The leverage ratio is measured as the ratio of (i) the Company’s outstanding obligations owing to the Lender, to (ii) the Company’s trailing twelve-month adjusted EBITDA (as defined in the Amended Loan Agreement), of not more than 3.00 to 1.00. As of December 31, 2022, the Company was in compliance with these covenants. As of December 31, 2022, the Company had no amounts outstanding under the revolving line of credit. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | 9. Equity Each share of Class A common stock entitles the holder to one vote for each share on all matters submitted to a vote of the Company’s stockholders at all meetings of stockholders and written actions in lieu of meetings. Each share of Class B common stock entitles the holder to ten votes for each share on all matters submitted to a vote of the Company’s stockholders at all meetings of stockholders and written actions in lieu of meetings. Holders of both classes of common stock are entitled to receive dividends, when and if declared by the board of directors. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time. Automatic conversion shall occur upon the occurrence of a transfer of such share of Class B common stock or at the date and time, or the occurrence of an event, specified by a vote or written consent of the holders of a majority of the voting power of the then outstanding shares of Class B common stock. A transfer is described as a sale, assignment, transfer, conveyance, hypothecation or disposition of such share or any legal or beneficial interest in such share other than certain permitted transfers as described in the Restated Certificate of Incorporation, including a transfer to a holder of Preferred Stock. Each share of Class B common stock held by a stockholder shall automatically convert into one fully paid and non-assessable share of Class A common stock nine months after the death or incapacity of the holder of such Class B common stock. During the year ended December 31, 2022, the Company issued 58,754 shares of Class A common stock to the former owners of Eversurance upon achievement of the third and final target of the contingent consideration arrangement. During the year ended December 31, 2021, the Company issued 39,168 shares of Class A common stock to the former owners of Eversurance upon achievement of the first two targets of the contingent consideration arrangement (see Note 3). During the year ended December 31, 2022, the Company issued 62,671 shares of Class A common stock to the former owners of PolicyFuel upon achievement of the first target of the contingent consideration arrangement (see Note 3). During the year ended December 31, 2022, the Company sold 1,004,016 shares of Class A common stock at a purchase price of $ 14.94 per share for gross proceeds of $ 15.0 million in a private placement to a related party (see Note 15). |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation 2008 and 2018 Plans The Company has outstanding awards under its 2008 Stock Incentive Plan, as amended (the “2008 Plan”), but is no longer granting awards under this plan. Shares of common stock issued upon exercise of stock options granted prior to September 8, 2017 will be issued as either Class A common stock or Class B common stock. Shares of common stock issued upon exercise of stock options granted after September 8, 2017 will be issued as Class A common stock. The Company’s 2018 Equity Incentive Plan (the “2018 Plan” and, together with the 2008 Plan, the “Plans”) provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares initially reserved for issuance under the 2018 Plan is the sum of 2,149,480 shares of Class A common stock, plus the number of shares (up to 5,028,832 shares) equal to the sum of (i) the 583,056 shares of Class A common stock and Class B common stock that were available for grant under the 2008 Plan upon the effectiveness of the 2018 Plan and (ii) the number of shares of Class A common stock and Class B common stock subject to outstanding awards under the 2008 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right (subject, in the case of incentive stock options, to any limitations of the Internal Revenue Code). The number of shares of Class A common stock that may be issued under the 2018 Plan will automatically increase on the first day of each fiscal year until, and including, the fiscal year ending December 31, 2028, equal to the least of (i) 2,500,000 shares of Class A common stock; (ii) 5 % of the sum of the number of shares of Class A common stock and Class B common stock outstanding on the first day of such fiscal year; and (iii) an amount determined by the Company’s board of directors. The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2018 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan. As of December 31, 2022, 1,518,804 shares remained available for future grant under the 2018 Plan. The number of authorized shares reserved for issuance under the 2018 Plan was increased by 1,629,382 shares effective as of January 1, 2023 in accordance with the provisions of the 2018 Plan described above. Options and restricted stock units (“RSUs”) granted under the Plans vest over periods determined by the board of directors. Options granted under the Plans expire no longer than ten years from the date of the grant. The exercise price for stock options granted is not less than the fair value of common shares based on quoted market prices. Certain of the Company’s RSUs are net settled by withholding shares of the Company’s Class A common stock to cover statutory income taxes. Stock Option Valuation The fair value of stock option grants with service-based or performance-based vesting conditions is estimated on the date of grant using the Black-Scholes option-pricing model. The volatility has been determined using the Company’s traded stock price to estimate expected volatility. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The relevant data used to determine the fair value of the stock option grants during the year ended December 31, 2022 is as follows, presented on a weighted-average basis: Year Ended December 31, 2022 Risk-free interest rate 3.2 % Expected volatility 78.1 % Expected dividend yield — Expected term (in years) 6.1 The grant date fair value of stock options granted during the year ended December 31, 2022 was $ 6.79 per share. The Company did no t grant stock options in the year ended December 31, 2021. During the year ended December 31, 2020, the Company granted 531,108 options with service-based, market-based and performance-based vesting conditions. The fair value of these grants was estimated on the date of grant using a Monte Carlo simulation model. Stock-based compensation expense is recognized over the service period when the achievement of the performance-based vesting conditions is probable regardless of whether the market condition is achieved. The aggregate grant date fair value of these options was $ 8.1 million. As the Company has deemed achievement of the performance condition to be probable, the Company is recognizing stock-based compensation for these awards over the estimated service period using the graded-vesting method. Stock Option Activity The following table summarizes the Company’s option activity since December 31, 2021: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Number of Shares Price Term Value (in years) (in thousands) Outstanding as of December 31, 2021 1,539,573 $ 14.37 5.36 $ 9,820 Granted 717,800 9.78 Exercised ( 138,816 ) 6.78 Forfeited ( 46,319 ) 9.67 Outstanding as of December 31, 2022 2,072,238 $ 13.40 5.88 $ 10,986 Vested and expected to vest as of 1,883,714 $ 13.92 5.64 $ 9,752 Options exercisable as of December 31, 2022 1,135,158 $ 9.72 4.09 $ 7,517 As of December 31, 2022, outstanding options of 1,507,653 were for the purchase of Class A common stock and outstanding options of 564,585 were for the purchase of either Class A common stock or Class B common stock. The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had strike prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020 was $ 1.0 million, $ 12.9 million and $ 26.6 million, respectively. Restricted Stock Units The Company has granted RSUs with service-based vesting conditions and with both service-based and performance-based vesting conditions. RSUs with service-based and both service-based and performance-based vesting conditions are valued on the grant date using the grant date market price of the underlying shares. The following table summarizes the Company’s RSU activity since December 31, 2021: Weighted Average Number of Shares Grant-Date Fair Value Unvested balance December 31, 2021 2,798,761 $ 23.93 Granted 1,707,619 12.49 Vested ( 1,333,639 ) 21.96 Forfeited ( 660,811 ) 22.85 Unvested balance December 31, 2022 2,511,930 $ 17.48 Inducement Awards In connection with the acquisition of PolicyFuel, the Company granted RSUs to newly hired employees. The RSUs were approved by the Company’s board of directors and were granted as an inducement material to the new employees entering into employment with the Company in accordance with Nasdaq Rule 5635(c)(4) (the “Inducement Awards”). The Inducement Awards were granted outside of the 2018 Plan. During the year ended December 31, 2021, the Company granted 52,529 service-based RSUs as Inducement Awards with an aggregate grant date fair value of $ 1.1 million. During the year ended December 31, 2021, the Company granted 86,518 service- and performance-based RSUs as Inducement Awards with an aggregate grant date fair value of $ 1.9 million. During the year ended December 31, 2021, the Company granted service- and performance-based RSUs as Inducement Awards that will vest for a variable number of shares of the Company’s Class A common stock upon the achievement (at varying levels) of certain revenue targets measured at twelve-month intervals over three years . The number of shares to be issued upon achievement of each of the revenue targets will be based on a fixed dollar value divided by the volume weighted average price per share of the Company’s Class A common stock for a 20 -day period preceding each revenue achievement determination date. The number of shares of Class A common stock that may be issued in settlement of such awards is capped at 173,042 , with any remainder being settleable in cash or unregistered shares solely at the Company’s option. Because a variable number of shares will be issued for a fixed dollar amount, the Company has accounted for the obligation to issue such shares as a liability. As of December 31, 2022 and 2021, the balance of the liability included in accrued expenses and other current liabilities was zero and $ 0.1 million, respectively. During the year ended December 31, 2021, the Company granted 17,030 performance-based RSUs as Inducement Awards with no service requirement as PolicyFuel contingent consideration. The fair value of this issuance has been included in the fair value of contingent consideration (see Notes 3 and 4). During the year ended December 31, 2021, the Company granted performance-based RSUs as Inducement Awards as PolicyFuel contingent consideration that will vest for a variable number of shares of the Company’s Class A common stock upon the achievement (at varying levels) of certain revenue targets measured at twelve-month intervals over the next three years , but which have no service conditions. The number of shares to be issued upon achievement of each of the revenue targets is based on a fixed dollar amount divided by the volume weighted average price per share of the Company’s Class A common stock for a 20 -day period preceding each revenue target determination date. The maximum number of shares of Class A common stock that may be issued as Inducement Awards in settlement of the contingent consideration obligation is capped at 34,060 , with any remainder being settleable in cash or unregistered shares solely at the Company’s option. The fair value of such awards has been included in the fair value of contingent consideration (see Notes 3 and 4). Stock-Based Compensation The Company recorded stock-based compensation expense in the following expense categories of its statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 281 $ 363 $ 361 Sales and marketing 11,018 12,405 10,246 Research and development 10,328 9,551 7,751 General and administrative 7,359 7,701 5,821 $ 28,986 $ 30,020 $ 24,179 As of December 31, 2022, unrecognized compensation expense for RSUs and option awards was $ 33.4 million, which is expected to be recognized over a weighted average period of 2.5 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company has no t recorded income tax benefits for net operating losses incurred or research and development tax credits generated, as the Company believed, based upon the weight of available evidence, that it is more likely than not that its net operating loss and tax credit carryforwards will not be realized. The Company’s foreign operations have not been significant and therefore, the Company has no t provided for foreign taxes. During the year ended December 31, 2021, the Company released $ 2.5 million of its valuation allowance related to the net deferred tax liability recorded as a result of the PolicyFuel acquisition. The Company maintains a valuation allowance on its overall net deferred tax asset as it is deemed more likely than not the net deferred tax asset will not be realized. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2022 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 7.3 5.2 4.2 Federal and state research and development tax credits 2.3 5.6 12.4 Nondeductible items 2.8 ( 2.0 ) ( 0.7 ) Stock-based compensation ( 16.0 ) 10.9 97.2 Deferred taxes on acquisition 2.5 11.4 — Other — 0.4 2.2 Change in valuation allowance ( 19.9 ) ( 41.1 ) ( 136.3 ) Effective income tax rate — % 11.4 % — % Net deferred tax assets as of December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 24,621 $ 27,364 Research and development tax credit carryforwards 7,950 7,559 Accrued expenses and other current liabilities 307 280 Capitalized research and development 7,186 — Property and equipment 271 225 Stock-based compensation 2,593 2,896 Operating lease liability 1,706 2,167 Other 156 — Total deferred tax assets 44,790 40,491 Valuation allowance ( 41,755 ) ( 36,921 ) Net deferred tax assets 3,035 3,570 Deferred tax liabilities: Capitalized software development costs ( 1,313 ) ( 1,095 ) Operating lease right-of-use assets ( 1,529 ) ( 1,911 ) Intangible assets ( 193 ) ( 528 ) Other — ( 36 ) Total deferred tax liabilities ( 3,035 ) ( 3,570 ) Net deferred tax assets and liabilities $ — $ — As of December 31, 2022, the Company had federal net operating loss carryforwards of $ 91.7 million to offset future taxable income, which do not expire but are limited in their usage to an annual deduction equal to 80 % of annual taxable income. As of December 31, 2022, the Company had state net operating loss carryforwards of $ 84.0 million, which may be available to offset future taxable income and expire at various dates beginning in 2027 . As of December 31, 2022, the Company also had federal and state research and development tax credit carryforwards of $ 5.3 million and $ 3.4 million, respectively, which may be available to reduce future tax liabilities and expire at various dates beginning in 2030 and 2029 , respectively. Utilization of the U.S. federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 and Section 383 of the Internal Revenue Code ("IRC") of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. In 2019, the Company performed an analysis of the ownership changes as defined within IRC Section 382(g) during the period beginning with the first issuance of the Company’s stock on August 8, 2008 through June 30, 2019. It was determined that it is more likely than not that the Company did not undergo an ownership change within the meaning of IRC Section 382(g) during the analysis period. Therefore, net operating losses for that period are not limited and are available to cover future taxable income. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since June 30, 2019 due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since June 30, 2019, utilization of the net operating loss carryforwards or research and development tax credit carryforwards generated after June 30, 2019 may be subject to an annual limitation, which would be determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of such net operating loss carryforwards or research and development tax credit carryforwards before utilization. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets, which are comprised primarily of net operating loss carryforwards and research and development tax credit carryforwards. Management has considered the Company’s history of cumulative net losses incurred since inception and estimated future taxable income and has concluded that it is more likely than not that the Company will not realize the benefits of federal and state deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2022 and 2021. The Company reevaluates the positive and negative evidence at each reporting period. The increase in the valuation allowance for deferred tax assets during the year ended December 31, 2022 related primarily to capitalized research and development costs due to the new requirement to capitalize research and development costs under IRC Section 174, partially offset by a decrease in net operating loss carryforwards that were used to offset taxable income. The Company generated taxable income for the year ended December 31, 2022 due to the requirement to capitalize research and development costs. The increases in the valuation allowance for deferred tax assets during the years ended December 31, 2021 and 2020 related primarily to an increase in net operating loss carryforwards and research and development tax credit carryforwards and stock-based compensation expense. The changes in the valuation allowance were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Valuation allowance as of beginning of year $ 36,921 $ 30,558 $ 15,292 Decreases recorded to accumulated deficit — ( 159 ) — Decreases recorded as a benefit to income tax provision — ( 2,510 ) — Increases recorded to tax provision 4,834 9,032 15,266 Valuation allowance as of end of year $ 41,755 $ 36,921 $ 30,558 The Company assesses the uncertainty in its income tax positions to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more-likely-than-not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. No reserve for uncertain tax positions or related interest and penalties has been recorded at December 31, 2022 and 2021. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company is open to future tax examination under statute from 2019 to the present, however, carryforward attributes that were generated prior to January 1, 2019 may still be adjusted upon examination by federal, state or local tax authorities if they either have been or will be used in a future period. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 12. Leases The Company leases office space in Cambridge, Massachusetts under a non-cancelable operating lease that expires in September 2024 . In connection with the acquisition of Eversurance, the Company acquired a ten-year non-cancelable operating lease in Evansville, Indiana that expires in August 2030 . The Company also leases office space in various locations under non-cancelable operating leases that expire at various dates through April 2025. As of December 31, 2022 and 2021, the Company maintained security deposits of $ 0.5 million with the landlords of its leases, which amounts are included in other assets on the Company’s consolidated balance sheet. The components of lease cost under ASC 842 were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Operating lease cost $ 2,896 $ 3,174 $ 2,590 Short-term lease cost 269 39 — Variable lease cost 676 596 387 $ 3,841 $ 3,809 $ 2,977 Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of operating $ 3,194 $ 3,271 $ 2,747 Operating lease liabilities arising from obtaining right-of-use $ 1,096 $ 383 $ 541 The weighted-average remaining lease term and discount rate were as follows: December 31, 2022 2021 Weighted-average remaining lease term - operating leases (in years) 2.93 3.60 Weighted-average discount rate - operating leases 4.59 % 4.62 % Because the interest rate implicit in the lease was not readily determinable, the Company's incremental borrowing rate was used to calculate the present value of the leases. In determining its incremental borrowing rate, the Company considered its credit quality and assessed interest rates available in the market for similar borrowings, adjusted for the impact of collateral over the term of the lease. Future annual lease payments under the Company’s leases as of December 31, 2022 were as follows (in thousands): Years ending December 31, 2023 $ 3,155 2024 2,480 2025 382 2026 177 2027 177 Thereafter 472 Total future minimum lease payments 6,843 Less: imputed interest ( 406 ) Total operating lease liabilities $ 6,437 Total operating lease liabilities in the table above are classified on the consolidated balance sheet as follows (in thousands): December 31, 2022 Current operating lease liabilities $ 2,936 Operating lease liabilities, net of current portion 3,501 Total operating lease liabilities $ 6,437 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Leases The Company's commitments under its leases are described in Note 12. Indemnification Agreements In the normal course of business, the Company may provide indemnification of varying scope and terms to third parties and enters into commitments and guarantees (“Agreements”) under which it may be required to make payments. The duration of these Agreements varies, and in certain cases, is indefinite. Furthermore, many of these Agreements do not limit the Company’s maximum potential payment exposure. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. Through December 31, 2022, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2022 and 2021. Legal Proceedings and Other Contingencies The Company was contacted by a representative from a state tax assessor’s office requesting remittance of uncollected sales taxes. The state tax assessor’s office has completed its audit for the period under review with no taxes due. The Company is from time to time subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of its business. While the outcome of these other claims cannot be predicted with certainty, management does not believe that the outcome of any of these other legal matters will have a material adverse effect on the Company’s consolidated results of operations or financial condition. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 14. Retirement Plan The Company has established a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pre-tax basis. As currently established, the Company is not required to make any contributions to the 401(k) Plan. The Company contributed $ 0.9 million, $ 0.9 million and $ 0.7 million during the years ended December 31, 2022, 2021 and 2020, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions The Company has, in the ordinary course of business, entered into arrangements with other companies who have shareholders in common with the Company. Pursuant to these arrangements, related-party affiliates receive payments for providing website visitor referrals and to a lesser extent a small amount of office space. During the years ended December 31, 2022, 2021 and 2020, the Company recorded expense of $ 8.2 million, $ 3.5 million and $ 3.1 million, respectively, related to these arrangements. During the years ended December 31, 2022, 2021 and 2020, the Company paid $ 7.8 million, $ 3.8 million and $ 3.1 million, respectively, related to these arrangements. As of December 31, 2022 and 2021, amounts due to related-party affiliates totaled $ 0.6 million and $ 0.3 million, respectively, which were included in accounts payable and accrued expenses on the balance sheets. On February 23, 2022, the Company sold 1,004,016 shares of Class A common stock at a purchase price of $ 14.94 per share for gross proceeds of $ 15.0 million in a private placement to Recognition Capital, LLC, an entity which is owned and controlled by David Blundin, Chairman of the board of directors and co-founder of the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition and the valuation of commissions and accounts receivable, the expensing and capitalization of website and software development costs, goodwill and acquired intangible assets, the contingent consideration liabilities, the valuation of stock-based awards and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in periods in which they become known. These estimates may change, as new events occur and additional information is obtained and actual results could differ materially from these estimates. |
Restricted Cash | Restricted Cash As of December 31, 2021, restricted cash consisted of $ 0.3 million deposited in a separate restricted bank account as a security deposit for the Company’s corporate credit cards. Restricted cash accounts was classified within other assets. The restricted cash was released to the Company in January 2022 and as a result, as of December 31, 2022, the Company no longer maintains a restricted cash balance. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. |
Concentrations of Credit Risk and of Significant Customers | Concentrations of Credit Risk and of Significant Customers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts and commissions receivable. The Company maintains its cash and cash equivalents at accredited financial institutions. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company sells its consumer referrals to insurance provider customers, consisting of carriers and agents, and indirect distributors in the United States. For the year ended December 31, 2022, two customers represented 21 % and 11 %, respectively, of total revenue. For the years ended December 31, 2021 and 2020, one customer represented 16 % and 22 %, respectively, of total revenue. As of December 31, 2022, one customer accounted for 23 % of the total accounts and commissions receivable balance. As of December 31, 2021, one customer accounted for 12 % of the total accounts and commissions receivable balance. |
Accounts Receivable | Accounts Receivable The Company provides credit to customers in the ordinary course of business and believes its credit policies are prudent and reflect industry practices and business risk. The Company monitors economic conditions to identify facts or circumstances that may indicate that its receivables are at risk of collection. The Company provides reserves against accounts receivable for estimated losses, if any, that may result from a customer’s inability to pay based on the composition of its accounts receivable, current economic conditions, and historical credit loss activity. Amounts determined to be uncollectible are charged or written-off against the reserve. As of December 31, 2022 and 2021, the Company’s allowance for credit losses was $ 0.7 million and less than $ 0.1 million, respectively. During the years ended December 31, 2022, 2021 and 2020, the Company wrote off an insignificant amount of uncollectible accounts. |
Revenue Recognition | Revenue Recognition The Company derives its revenue primarily by selling consumer referrals to its insurance provider customers, including insurance carriers, agents and indirect distributors. The Company also generates revenue from commission fees for the sale of policies, primarily in its health and automotive verticals. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606 Revenue from Contracts with Customers ("ASC 606"), the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when collectability of the consideration to which the Company is entitled in exchange for the goods or services it transfers to the customer is determined to be probable. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. Referral Revenue The Company recognizes referral revenue when it satisfies its performance obligations by delivering the referrals to its customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those referrals. Commission Revenue The Company’s commission revenue consists of the estimated constrained lifetime values (the “constrained LTVs”) of commission payments the Company expects to receive from health insurance carriers and auto insurance carriers on the sale of insurance policies to consumers and renewals of such policies. Commission revenue is recognized upon satisfaction of the Company’s performance obligation. The Company considers its performance obligation related to commissions for both the initial policy sale and future renewals of the policy to be satisfied upon submission of the policy application. Therefore, a significant portion of the commission revenue the Company records upon satisfaction of its performance obligation is paid by the Company’s insurance provider customer over a multi-year time frame as policyholders renew and pay the insurance provider for their policies. The current portion of commissions receivable consists of estimated commissions on new policies sold and estimated renewal commissions on policies expected to be renewed within one year, while the non-current portion of commissions receivable are commissions for estimated renewals expected to be renewed beyond one year. Commission revenue represented approximately 13 % of total revenue in the year ended December 31, 2022, and less than 10 % of total revenue in each of the years ended December 31, 2021 and 2020. The Company estimates commission revenue for each health insurance product by using a portfolio approach to a group of policies by product type and the application submission date of the relevant policy, which are referred to as “cohorts.” The Company’s estimate of constrained LTVs is based on an analysis of historical commission payment trends for relevant policies to establish an expected lifetime value and incorporates management’s judgment in interpreting those trends to calculate LTVs and to apply constraints to such LTVs. Significant factors impacting historical trends include carrier mix, average policy duration and conversion rates of paying policies. Commission revenue from auto insurance carriers consists of constrained LTVs of commission payments the Company expects to receive for selling an insurance policy based on the effective date of the policy. The Company’s estimate of constrained LTVs is based on an analysis of historical commission payment trends for relevant policies to establish an expected lifetime value and incorporates management’s judgment in interpreting those trends to calculate LTVs and to apply constraints to such LTVs. The most significant factor impacting historical trends is average policy duration. The Company applies a constraint to its estimated LTVs to only recognize the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future. To the extent that commission payment trends change or the underlying factors impacting commission payments change, the Company’s estimate of constrained LTVs could be materially impacted. To the extent the Company makes changes to its estimates of constrained LTVs, it recognizes any material impact of the change to commission revenue in the reporting period in which the change is made, including revisions of estimated lifetime commissions either below or in excess of previously estimated constrained LTVs recognized as an adjustment to revenue and the related contract asset. The Company recognizes revenue for new policies by applying the latest estimated constrained LTV for that product. Disaggregated Revenue The Company presents disaggregated revenue from contracts with customers by distribution channel, as the distribution channel impacts the nature and amount of the Company’s revenue, and by vertical market segment. The Company’s direct distribution channel consists of insurance carriers and third-party agents. The Company’s indirect distribution channel consists of insurance aggregators and media networks who purchase referrals with the intent to resell. Revenue generated via the Company’s direct distribution channel is generally higher per referral than revenue generated by the Company’s indirect distribution channels and provides the Company with additional insights and data regarding insurance provider demand and referral performance. Total revenue is comprised of revenue from the following distribution channels: Year Ended December 31, 2022 2021 2020 Direct channels 86 % 90 % 92 % Indirect channels 14 % 10 % 8 % 100 % 100 % 100 % Total revenue is comprised of revenue from the following insurance verticals (in thousands): Year Ended December 31, 2022 2021 2020 Automotive $ 324,417 $ 330,928 $ 283,236 Other 79,710 87,587 63,699 Total Revenue $ 404,127 $ 418,515 $ 346,935 The Company has elected to apply the practical expedient in ASC 606 to expense incremental direct costs of obtaining a contract, consisting of sales commissions, as incurred as the expected period of benefit of the sales commissions is one year or less . At December 31, 2022 and 2021, the Company had not capitalized any costs to obtain any of its contracts. Deferred Revenue Amounts received for referrals prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the accompanying balance sheets. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue. Deferred revenue was $ 1.9 million and $ 2.1 million as of December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, the Company recognized revenue of $ 1.5 million that was included in the contract liability balance (deferred revenue) at December 31, 2021. The Company recognizes deferred revenue by first allocating from the beginning deferred revenue balance to the extent that the beginning deferred revenue balance exceeds the revenue to be recognized. Billings during the period are added to the deferred revenue balance to be recognized in future periods. |
Commissions Receivable | Commissions Receivable Commissions receivable are contract assets that represent estimated variable consideration for commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of commissions receivable are estimated commissions expected to be received within one year, while the non-current portion of commissions receivable are expected to be received beyond one year. The Company assesses impairment for uncollectible consideration when information available indicates it is probable that an asset has been impaired. There were no impairments recorded during the years ended December 31, 2022, 2021 or 2020. While the Company is exposed to credit losses due to the non-payment by insurance carriers, it considers the risk of this to be remote. |
Goodwill and Acquired Intangible Assets | Goodwill and Acquired Intangible Assets The Company records goodwill when consideration paid in a business acquisition exceeds the value of the net assets acquired. The Company’s estimates of fair value are based upon assumptions believed to be reasonable at that time but that are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events or circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations and comprehensive loss as operating expenses or income. Goodwill is not amortized, but rather is tested for impairment annually, or more frequently if facts and circumstances warrant a review, such as significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. The Company assesses both the existence of potential impairment and the amount of impairment loss by comparing the fair value of the reporting unit with its carrying amount, including goodwill. Intangible assets are recorded at their estimated fair values at the date of acquisition. The Company amortizes acquired intangible assets over their estimated useful lives based on the pattern of consumption of the economic benefits or, if that pattern cannot be readily determined, on a straight-line basis. |
Valuation of Contingent Consideration | Valuation of Contingent Consideration The Company’s two acquisitions in 2021 and 2020 provided for shares of Class A common stock to be issued to former owners of the purchased entities upon the achievement of certain revenue targets (see Note 3). Achievement of revenue targets that will result in the issuance of a variable number of shares of Class A common stock are accounted for as a liability. The Company estimates the fair value of the shares of Class A common stock issuable upon achievement of the targets as of the acquisition date. The Company remeasures the fair value of the shares of Class A common stock issuable at each subsequent reporting date until the liability is fully settled. The Company uses Monte Carlo simulation models in its estimates. The estimated fair value of the contingent consideration is based upon available information and certain assumptions, known at the time of its estimates, which management believes are reasonable. |
Deferred Financing Costs | Deferred Financing Costs The Company capitalizes lender, legal and other third-party fees that are directly associated with obtaining access to capital under credit facilities. Deferred financing costs incurred in connection with obtaining access to capital are recorded in prepaid expenses and other current assets and are amortized over the availability period or term of the credit facility. Deferred financing costs related to a recognized debt liability are recorded as a direct reduction of the carrying amount of the debt liability and amortized to interest expense on an effective interest basis over the repayment term. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Computer equipment 3 years Software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of lease term or estimated useful life Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations on the statements of operations and comprehensive loss. Expenditures for repairs and maintenance are charged to expense as incurred. |
Leases | Leases The Company accounts for leases under ASC Topic 842, Leases (“ASC 842”). In accordance with ASC 842, the Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the asset’s economic benefits. The Company determines if an arrangement is a lease or contains an embedded lease at inception. For arrangements that meet the definition of a lease, the Company determines the initial classification and measurement of its right-of-use asset and lease liability at the lease commencement date and thereafter if modified. The lease term includes any renewal options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term. The Company’s policy is to not record leases with an original term of 12 months or less on its consolidated balance sheets and recognizes those lease payments in the income statement on a straight-line basis over the lease term. The Company’s existing leases are for office space. In addition to rent, the leases may require the Company to pay additional costs, such as utilities, maintenance and other operating costs, which are generally referred to as non-lease components. The Company has elected to not separate lease and non-lease components. Only the fixed costs for lease components and their associated non-lease components are accounted for as a single lease component and recognized as part of a right-of-use asset and lease liability. Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expense in the consolidated statements of operations and comprehensive loss. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment, right-of-use assets and intangible assets with finite lives. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did no t record any impairment losses on long-lived assets during the years ended December 31, 2022, 2021 or 2020. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents and contingent consideration liabilities are carried at fair value, determined according to the fair value hierarchy described above (see Note 4). The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. Commissions receivable are recorded at constrained lifetime values. |
Segment Information | Segment Information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company operates an online marketplace for consumers shopping for auto, home and renters, life and health insurance quotes and generates revenue from referral fees and commission payments. Significantly all of the Company’s tangible assets are held in the United States. |
Research and Development | Research and Development Research and development expenses consist primarily of personnel-related expenses (wages, fringe benefit costs and stock-based compensation expense) for product management and software development. Research and development costs are expensed as incurred, except for certain costs which are capitalized in connection with the development of the Company’s website and internal-use software. Costs incurred in the preliminary and post-implementation stages of development are expensed as incurred. Once an application has reached the development stage, internal costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing performed to ensure the product is ready for its intended use. The Company also capitalizes costs related to specific upgrades and enhancements of its website and internal-use software when it is probable that the expenditures will result in additional functionality. Maintenance and training costs are expensed as incurred. Capitalized software costs are recorded as part of property and equipment and are amortized on a straight-line basis over an estimated useful life of three years . |
Advertising Expense | Advertising Expense Advertising expense consists of variable costs that are related to attracting consumers to the Company’s marketplace and generating consumer quote requests, including through its verified partner network, and promoting its marketplace to insurance carriers and agents. The Company expenses advertising costs as incurred and such costs are included in sales and marketing expense in the accompanying statements of operations and comprehensive loss. During the years ended December 31, 2022, 2021 and 2020, advertising expense totaled $ 275.9 million, $ 289.0 million and $ 238.3 million, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company measures compensation expense for stock options with service-based vesting or performance-based vesting granted to employees, non-employees and directors based on the fair value on the date of grant using the Black‑Scholes option‑pricing model. The Company measures compensation expense for stock options with market-based vesting based on the fair value on the date of grant using a Monte Carlo simulation model. The Company measures compensation expense for restricted common stock units based on the fair value on the date of grant using the market value of the Company’s common stock. Compensation expense for employee awards is recognized over the requisite service period, which is generally the vesting period of the respective award. The Company uses the straight‑line method to record the expense of employee awards with only service‑based vesting conditions. The Company uses the graded‑vesting method to record the expense of employee awards with both service‑based and performance‑based vesting conditions, commencing once achievement of the performance condition becomes probable. Compensation expense for nonemployee awards is recognized in the same manner as if the Company had paid cash for the goods or services received. The fair value of performance-based restricted stock units that are liability classified will be recorded as compensation expense based on the fair value of the number of shares issued at vesting. Prior to vesting, compensation expense is recognized over the period during which services are rendered, based on the performance conditions deemed probable of achievement. At the end of each financial reporting period prior to the vesting date, the fair value of these awards is remeasured using the then-current fair value of the Company’s Class A common stock (see Note 10). The Company classifies stock-based compensation expense in its statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s foreign subsidiaries is the currency of the local country. Assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars using the period-end exchange rates, and income and expense items are translated into U.S. dollars using average exchange rates in effect during each period. The effects of these foreign currency translation adjustments are included in accumulated other comprehensive loss, a separate component of stockholders’ equity. The Company also incurs transaction gains and losses resulting from intercompany transactions as well as transactions with customers or vendors denominated in currencies other than the functional currency of the legal entity in which the transaction is recorded. Foreign currency transaction gains (losses) are included in the consolidated statements of operations and comprehensive loss as a component of other income (expense) and have not been significant. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s only element of other comprehensive loss is foreign currency translation adjustments. |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted stock units. For periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. As more fully described in Note 9, the rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and Class B common stock are equivalent. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: December 31, 2022 2021 2020 Options to purchase common stock 2,072,238 1,539,573 2,188,919 Unvested restricted stock units 2,511,930 2,798,761 3,142,220 4,584,168 4,338,334 5,331,139 The table above does not include shares issuable upon settlement of contingent consideration for the Company’s acquisitions (see Note 3). Such shares are also not included in the Company’s calculation of basic or diluted net loss per common share until issued. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company’s policy is to record interest and penalties related to income taxes as part of the tax provision. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606 as if it had originated the contracts. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The amendments in this update are to be applied prospectively to business combinations occurring on or after the effective date. The Company is currently assessing the impact of the adoption of this guidance. In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820), which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The guidance includes disclosure requirements including the fair value of equity securities subject to contractual sale restrictions included in the balance sheet, the nature and remaining duration of the restriction and circumstances that could cause a lapse in the restriction. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The amendments in this update are to be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. The Company is currently assessing the impact of the adoption of this guidance. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | Total revenue is comprised of revenue from the following distribution channels: Year Ended December 31, 2022 2021 2020 Direct channels 86 % 90 % 92 % Indirect channels 14 % 10 % 8 % 100 % 100 % 100 % Total revenue is comprised of revenue from the following insurance verticals (in thousands): Year Ended December 31, 2022 2021 2020 Automotive $ 324,417 $ 330,928 $ 283,236 Other 79,710 87,587 63,699 Total Revenue $ 404,127 $ 418,515 $ 346,935 |
Summary of Property and Equipment Estimated Useful Lives | Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated Useful Life Computer equipment 3 years Software 3 years Furniture and fixtures 5 years Leasehold improvements Shorter of lease term or estimated useful life |
Summary of Diluted Net Loss Per Share Attributable to Common Stockholders | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: December 31, 2022 2021 2020 Options to purchase common stock 2,072,238 1,539,573 2,188,919 Unvested restricted stock units 2,511,930 2,798,761 3,142,220 4,584,168 4,338,334 5,331,139 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Policy Fuel, LLC [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase Price and Allocation of Purchase Price for Business Acquisition | The following tables summarize the purchase price for PolicyFuel and the allocation of the purchase price (in thousands): Cash paid, net of cash acquired $ 15,955 Fair value of contingent consideration to be settled in stock 3,784 Settlement of existing relationship 233 Total purchase price consideration, net of cash acquired $ 19,972 Assets Acquired and Liabilities Assumed: Accounts receivable $ 283 Commissions receivable (current and long-term) 2,761 Prepaid expenses and other current assets 12 Customer relationships 6,600 Developed technology 1,700 Other identifiable intangible assets 300 Goodwill 11,532 Total assets acquired 23,188 Accounts payable and accrued expenses (current) ( 706 ) Deferred tax liability ( 2,510 ) Total allocation of purchase price consideration, net of cash acquired $ 19,972 |
Eversurance, LLC [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase Price and Allocation of Purchase Price for Business Acquisition | The following tables summarize the purchase price for Eversurance and the allocation of the purchase price (in thousands): Cash paid $ 14,930 Fair value of contingent consideration to be settled in stock 1,751 Total purchase price consideration $ 16,681 Assets Acquired and Liabilities Assumed: Commissions receivable (current and long-term) $ 3,285 Customer relationships 3,600 Other identifiable intangible assets 270 Operating lease right-of-use assets 1,469 Goodwill 9,969 Total assets acquired 18,593 Accounts payable and accrued expenses (current and long-term) ( 443 ) Operating lease liabilities ( 1,469 ) Total allocation of purchase price consideration $ 16,681 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements, Recurring and Nonrecurring | The following tables present the Company’s fair value hierarchy for its assets and liabilities which are measured at fair value on a recurring basis as of December 31, 2022 and 2021 (in thousands): Fair Value Measurements at December 31, 2022 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 15,812 $ — $ — $ 15,812 Liabilities: Contingent consideration liability associated with acquisition — — 25 25 Contingent consideration liability associated with acquisition — — 125 125 $ — $ — $ 150 $ 150 Fair Value Measurements at December 31, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 20,502 $ — $ — $ 20,502 Liabilities: Contingent consideration liability associated with acquisition $ — $ — $ 920 $ 920 Contingent consideration liability associated with acquisition — — 629 629 Contingent consideration liability associated with acquisition — — 4,625 4,625 $ — $ — $ 6,174 $ 6,174 |
Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a roll-forward of the aggregate fair values of the Company’s contingent consideration liabilities for which fair value is determined by Level 3 inputs (in thousands): Contingent Consideration Liabilities Fair value at December 31, 2019 $ — Acquisition of Eversurance 416 Change in fair value of contingent consideration related 1,778 Fair value at December 31, 2020 2,194 Acquisition of PolicyFuel 3,784 Change in fair value of contingent consideration related ( 1,274 ) Change in fair value of contingent consideration related 1,470 Fair value at December 31, 2021 6,174 Change in fair value of contingent consideration related ( 90 ) Contingent consideration related to Eversurance acquisition ( 830 ) Change in fair value of contingent consideration related ( 4,045 ) Contingent consideration related to PolicyFuel acquisition ( 1,059 ) Fair value at December 31, 2022 $ 150 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill | Changes in goodwill were as follows (in thousands): Balance December 31, 2020 $ 9,794 Final adjustment to Eversurance purchase price allocation 175 Goodwill resulting from PolicyFuel acquisition 11,532 Balance December 31, 2021 and 2022 $ 21,501 |
Summary of Acquired Intangible Assets | Acquired intangible assets consisted of the following (in thousands): December 31, 2022 Weighted Average Useful Life Gross Amount Accumulated Amortization Carrying Value (in years) Customer relationships 7.6 $ 10,200 $ ( 3,353 ) $ 6,847 Developed technology 3.0 1,700 ( 786 ) 914 Other identifiable intangible assets 2.8 570 ( 376 ) 194 $ 12,470 $ ( 4,515 ) $ 7,955 December 31, 2021 Weighted Average Useful Life Gross Amount Accumulated Amortization Carrying Value (in years) Customer relationships 7.6 $ 10,200 $ ( 1,830 ) $ 8,370 Developed technology 3.0 1,700 ( 217 ) 1,483 Other identifiable intangible assets 2.8 570 ( 194 ) 376 $ 12,470 $ ( 2,241 ) $ 10,229 |
Summary of Future Amortization Expense of the Intangible Assets | Future amortization expense of the intangible assets as of December 31, 2022, is expected to be as follows (in thousands): Year Ending December 31, 2023 $ 2,001 2024 1,715 2025 960 2026 685 2027 2,594 $ 7,955 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net consisted of the following (in thousands): December 31, 2022 2021 Computer equipment $ 2,822 $ 2,755 Software 14,733 12,888 Furniture and fixtures 1,221 1,127 Leasehold improvements 975 906 19,751 17,676 Less: Accumulated depreciation and amortization ( 13,291 ) ( 11,880 ) $ 6,460 $ 5,796 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2022 2021 Accrued employee compensation and benefits $ 4,254 $ 4,115 Accrued advertising expenses 3,970 5,669 Other current liabilities 1,700 3,231 $ 9,924 $ 13,015 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Grants Valuation Assumptions | The relevant data used to determine the fair value of the stock option grants during the year ended December 31, 2022 is as follows, presented on a weighted-average basis: Year Ended December 31, 2022 Risk-free interest rate 3.2 % Expected volatility 78.1 % Expected dividend yield — Expected term (in years) 6.1 |
Schedule of Stock Options Activity | The following table summarizes the Company’s option activity since December 31, 2021: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Number of Shares Price Term Value (in years) (in thousands) Outstanding as of December 31, 2021 1,539,573 $ 14.37 5.36 $ 9,820 Granted 717,800 9.78 Exercised ( 138,816 ) 6.78 Forfeited ( 46,319 ) 9.67 Outstanding as of December 31, 2022 2,072,238 $ 13.40 5.88 $ 10,986 Vested and expected to vest as of 1,883,714 $ 13.92 5.64 $ 9,752 Options exercisable as of December 31, 2022 1,135,158 $ 9.72 4.09 $ 7,517 |
Schedule of Unvested Restricted Stock Units | The following table summarizes the Company’s RSU activity since December 31, 2021: Weighted Average Number of Shares Grant-Date Fair Value Unvested balance December 31, 2021 2,798,761 $ 23.93 Granted 1,707,619 12.49 Vested ( 1,333,639 ) 21.96 Forfeited ( 660,811 ) 22.85 Unvested balance December 31, 2022 2,511,930 $ 17.48 |
Summary of Stock-Based Compensation Expense of Statements of Operations and Comprehensive Loss | The Company recorded stock-based compensation expense in the following expense categories of its statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 281 $ 363 $ 361 Sales and marketing 11,018 12,405 10,246 Research and development 10,328 9,551 7,751 General and administrative 7,359 7,701 5,821 $ 28,986 $ 30,020 $ 24,179 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2022 2021 2020 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit 7.3 5.2 4.2 Federal and state research and development tax credits 2.3 5.6 12.4 Nondeductible items 2.8 ( 2.0 ) ( 0.7 ) Stock-based compensation ( 16.0 ) 10.9 97.2 Deferred taxes on acquisition 2.5 11.4 — Other — 0.4 2.2 Change in valuation allowance ( 19.9 ) ( 41.1 ) ( 136.3 ) Effective income tax rate — % 11.4 % — % |
Schedule of Deferred Tax Assets and Liabilities | Net deferred tax assets as of December 31, 2022 and 2021 consisted of the following (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 24,621 $ 27,364 Research and development tax credit carryforwards 7,950 7,559 Accrued expenses and other current liabilities 307 280 Capitalized research and development 7,186 — Property and equipment 271 225 Stock-based compensation 2,593 2,896 Operating lease liability 1,706 2,167 Other 156 — Total deferred tax assets 44,790 40,491 Valuation allowance ( 41,755 ) ( 36,921 ) Net deferred tax assets 3,035 3,570 Deferred tax liabilities: Capitalized software development costs ( 1,313 ) ( 1,095 ) Operating lease right-of-use assets ( 1,529 ) ( 1,911 ) Intangible assets ( 193 ) ( 528 ) Other — ( 36 ) Total deferred tax liabilities ( 3,035 ) ( 3,570 ) Net deferred tax assets and liabilities $ — $ — |
Summary of Changes in Valuation Allowance | The changes in the valuation allowance were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Valuation allowance as of beginning of year $ 36,921 $ 30,558 $ 15,292 Decreases recorded to accumulated deficit — ( 159 ) — Decreases recorded as a benefit to income tax provision — ( 2,510 ) — Increases recorded to tax provision 4,834 9,032 15,266 Valuation allowance as of end of year $ 41,755 $ 36,921 $ 30,558 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lease, Cost [Abstract] | |
Summary of Lease cost | The components of lease cost under ASC 842 were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Operating lease cost $ 2,896 $ 3,174 $ 2,590 Short-term lease cost 269 39 — Variable lease cost 676 596 387 $ 3,841 $ 3,809 $ 2,977 |
Summary of Supplemental Disclosure of Cash Flow Information Related to Leases | Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of operating $ 3,194 $ 3,271 $ 2,747 Operating lease liabilities arising from obtaining right-of-use $ 1,096 $ 383 $ 541 |
Summary of Weighted-Average Remaining Lease Terms and Discount Rates | The weighted-average remaining lease term and discount rate were as follows: December 31, 2022 2021 Weighted-average remaining lease term - operating leases (in years) 2.93 3.60 Weighted-average discount rate - operating leases 4.59 % 4.62 % |
Summary of Future Annual Lease Payments under the Company Leases | Future annual lease payments under the Company’s leases as of December 31, 2022 were as follows (in thousands): Years ending December 31, 2023 $ 3,155 2024 2,480 2025 382 2026 177 2027 177 Thereafter 472 Total future minimum lease payments 6,843 Less: imputed interest ( 406 ) Total operating lease liabilities $ 6,437 |
Summary of Classification of Total Operating Lease Liabilities on Consolidated Balance Sheet | Total operating lease liabilities in the table above are classified on the consolidated balance sheet as follows (in thousands): December 31, 2022 Current operating lease liabilities $ 2,936 Operating lease liabilities, net of current portion 3,501 Total operating lease liabilities $ 6,437 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||
Net loss | $ 24,416 | $ 19,434 | $ 11,202 |
Accumulated deficit | $ 162,061 | $ 137,645 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Customers | Dec. 31, 2021 USD ($) Customers | Dec. 31, 2020 USD ($) Customers | |
Significant Accounting Policies [Line Items] | |||
Restricted Cash | $ 0 | $ 300 | |
Deferred revenue | 1,900 | 2,100 | |
Contract with customer, liability, revenue recognized | 1,500 | ||
Advertising expenses | 275,900 | 289,000 | $ 238,300 |
Allowance for doubtful accounts | 700 | ||
Asset impairment charges | 0 | 0 | 0 |
Impairment losses on long-lived assets | $ 0 | 0 | $ 0 |
Expected period of benefit of sales commissions, description | one year or less | ||
Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Allowance for doubtful accounts | $ 100 | ||
Software [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property, plant and equipment, useful life | 3 years | ||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||
Significant Accounting Policies [Line Items] | |||
Number of major customers | Customers | 2 | 1 | 1 |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customers A [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 21% | 16% | 22% |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customers B [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 11% | ||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | |||
Significant Accounting Policies [Line Items] | |||
Number of major customers | Customers | 1 | 1 | |
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customers A [Member] | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 23% | 12% | |
Commission Fees [Member] | |||
Significant Accounting Policies [Line Items] | |||
Revenue percentage | 13% | ||
Commission Fees [Member] | Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Revenue percentage | 10% | 10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Revenue by Distribution Chanel (Detail) - Sales Revenue, Net [Member] | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | |||
Revenue from Contract with Customer Percentage | 100% | 100% | 100% |
Direct channels [Member] | |||
Product Information [Line Items] | |||
Revenue from Contract with Customer Percentage | 86% | 90% | 92% |
Indirect channels [Member] | |||
Product Information [Line Items] | |||
Revenue from Contract with Customer Percentage | 14% | 10% | 8% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Disaggregation Of Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 404,127 | $ 418,515 | $ 346,935 |
Automotive [Member] | |||
Product Information [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 324,417 | 330,928 | 283,236 |
Other [Member] | |||
Product Information [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 79,710 | $ 87,587 | $ 63,699 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Property and Equipment Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Computer Equipment [Member] | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Software [Member] | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Furniture and Fixtures [Member] | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Leasehold Improvements [Member] | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | Shorter of lease term or estimated useful life |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 4,584,168 | 4,338,334 | 5,331,139 |
Employee Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 2,072,238 | 1,539,573 | 2,188,919 |
Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 2,511,930 | 2,798,761 | 3,142,220 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Aug. 13, 2021 | Sep. 01, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Business consideration, cash paid | $ 15,955 | $ 14,930 | |||
Income tax benefit | (2,510) | ||||
Eversurance, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Total Business purchase consideration | $ 16,681 | ||||
Business consideration, cash paid | 14,930 | ||||
Business consideration, shares issued or issuable | $ 1,751 | ||||
Business combination contingent consideration period of achievement | 3 years | ||||
Business combination acquisition related costs | $ 500 | ||||
Eversurance, LLC [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets, useful life | 5 years | ||||
Eversurance, LLC [Member] | Class A Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Business consideration, shares issued or issuable | $ 1,800 | ||||
Eversurance, LLC [Member] | Class A Common Stock [Member] | Achievement Of First Two Annual Targets [Member] | |||||
Business Acquisition [Line Items] | |||||
'Business combination equity interest issuable or issued, Number of shares | 39,168 | ||||
Eversurance, LLC [Member] | Maximum [Member] | Class A Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
'Business combination equity interest issuable or issued, Number of shares | 97,922 | ||||
Eversurance, LLC [Member] | Maximum [Member] | Class A Common Stock [Member] | Achievement of Third Annual Target [Member] | |||||
Business Acquisition [Line Items] | |||||
'Business combination equity interest issuable or issued, Number of shares | 58,754 | ||||
Policy Fuel, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Total Business purchase consideration | $ 19,972 | ||||
Business consideration, cash paid | 15,955 | ||||
Business consideration, shares issued or issuable | $ 3,784 | ||||
Business combination contingent consideration period of achievement | 3 years | ||||
Business combination acquisition related costs | 900 | ||||
Income tax benefit | $ 2,500 | ||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 233 | ||||
Policy Fuel, LLC [Member] | Fixed Shares [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of the maximum equity interest issuable | 50% | ||||
Policy Fuel, LLC [Member] | Performance Based Rsus Under Inducement Award [Member] | Fixed Shares [Member] | |||||
Business Acquisition [Line Items] | |||||
'Business combination equity interest issuable or issued, Number of shares | 17,030 | ||||
Policy Fuel, LLC [Member] | Performance Based Rsus Under Inducement Award [Member] | Fixed Dollar Shares [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 600 | ||||
Policy Fuel, LLC [Member] | Days Preceding Acquisition [Member] | Fixed Shares [Member] | |||||
Business Acquisition [Line Items] | |||||
The number of trading days used to determine the volume weighted average price per share | 20 days | ||||
Policy Fuel, LLC [Member] | Customer Relationships [Member] | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets, useful life | 9 years | ||||
Policy Fuel, LLC [Member] | Developed Technology Rights [Member] | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets, useful life | 3 years | ||||
Policy Fuel, LLC [Member] | Class A Common Stock [Member] | Fixed Dollar Shares [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of the maximum equity interest issuable | 50% | ||||
Policy Fuel, LLC [Member] | Class A Common Stock [Member] | Days Preceding Revenue Target Date [Member] | Fixed Dollar Shares [Member] | |||||
Business Acquisition [Line Items] | |||||
The number of trading days used to determine the volume weighted average price per share | 20 days | ||||
Policy Fuel, LLC [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 12,900 | ||||
Policy Fuel, LLC [Member] | Maximum [Member] | Fixed Shares [Member] | |||||
Business Acquisition [Line Items] | |||||
'Business combination equity interest issuable or issued, Number of shares | 199,311 | ||||
Policy Fuel, LLC [Member] | Maximum [Member] | Class A Common Stock [Member] | Fixed Dollar Shares [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 6,500 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Purchase Price for Crosspointe and Preliminary Allocation of Purchase Price (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Aug. 13, 2021 | Sep. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cash paid | $ 15,955 | $ 14,930 | |||
Assets acquired and liabilities assumed: | |||||
Goodwill | $ 21,501 | $ 9,794 | $ 21,501 | ||
Policy Fuel, LLC [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cash paid | $ 15,955 | ||||
Fair value of contingent consideration to be settled in stock | 3,784 | ||||
Settlement of existing relationship | 233 | ||||
Total purchase price consideration | 19,972 | ||||
Assets acquired and liabilities assumed: | |||||
Accounts receivable | 283 | ||||
Commissions receivable (current and long-term) | 2,761 | ||||
Prepaid expenses and other current assets | 12 | ||||
Goodwill | 11,532 | ||||
Total assets acquired | 23,188 | ||||
Accounts payable and accrued expenses (current) | (706) | ||||
Deferred tax liability | (2,510) | ||||
Total allocation of purchase price consideration | 19,972 | ||||
Eversurance, LLC [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cash paid | $ 14,930 | ||||
Fair value of contingent consideration to be settled in stock | 1,751 | ||||
Total purchase price consideration | 16,681 | ||||
Assets acquired and liabilities assumed: | |||||
Commissions receivable (current and long-term) | 3,285 | ||||
Operating lease right-of-use assets | 1,469 | ||||
Goodwill | 9,969 | ||||
Total assets acquired | 18,593 | ||||
Accounts payable and accrued expenses (current and long-term) | (443) | ||||
Operating lease liabilities | (1,469) | ||||
Total allocation of purchase price consideration | 16,681 | ||||
Customer relationships [Member] | Policy Fuel, LLC [Member] | |||||
Assets acquired and liabilities assumed: | |||||
Business Combination, Intangible Assets Acquired | 6,600 | ||||
Customer relationships [Member] | Eversurance, LLC [Member] | |||||
Assets acquired and liabilities assumed: | |||||
Business Combination, Intangible Assets Acquired | 3,600 | ||||
Developed Technology Rights [Member] | Policy Fuel, LLC [Member] | |||||
Assets acquired and liabilities assumed: | |||||
Business Combination, Intangible Assets Acquired | 1,700 | ||||
Other identifiable intangible assets [Member] | Policy Fuel, LLC [Member] | |||||
Assets acquired and liabilities assumed: | |||||
Business Combination, Intangible Assets Acquired | $ 300 | ||||
Other identifiable intangible assets [Member] | Eversurance, LLC [Member] | |||||
Assets acquired and liabilities assumed: | |||||
Business Combination, Intangible Assets Acquired | $ 270 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Fair Value Measurements, Recurring and Nonrecurring (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | $ 150 | $ 6,174 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 150 | 6,174 |
Contingent consideration liability associated with acquisition of Eversurance included in other longterm liabilities [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 920 | |
Contingent consideration liability associated with acquisition of Eversurance included in other longterm liabilities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | |
Contingent consideration liability associated with acquisition of Eversurance included in other longterm liabilities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | |
Contingent consideration liability associated with acquisition of Eversurance included in other longterm liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 920 | |
Contingent consideration liability associated with acquisition of PolicyFuel included in accrued expenses and other current liabilities [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 25 | 629 |
Contingent consideration liability associated with acquisition of PolicyFuel included in accrued expenses and other current liabilities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | 0 |
Contingent consideration liability associated with acquisition of PolicyFuel included in accrued expenses and other current liabilities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | 0 |
Contingent consideration liability associated with acquisition of PolicyFuel included in accrued expenses and other current liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 25 | 629 |
Contingent consideration liability associated with acquisition of PolicyFuel included in other long-term liabilities [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 125 | 4,625 |
Contingent consideration liability associated with acquisition of PolicyFuel included in other long-term liabilities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | 0 |
Contingent consideration liability associated with acquisition of PolicyFuel included in other long-term liabilities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 0 | 0 |
Contingent consideration liability associated with acquisition of PolicyFuel included in other long-term liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Business consideration, shares issued or issuable | 125 | 4,625 |
Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 15,812 | 20,502 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 15,812 | 20,502 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | 0 | 0 |
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Money market funds | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance, Fair value | $ 6,174 | $ 2,194 | $ 0 |
Ending balance, Fair value | 150 | 6,174 | 2,194 |
Eversurance [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Acquisition | 416 | ||
Change in fair value of contingent consideration | $ (90) | $ (1,274) | $ 1,778 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Business Combination Acquisition Related Costs and Fair Value Adjustments | Business Combination Acquisition Related Costs and Fair Value Adjustments | Business Combination Acquisition Related Costs and Fair Value Adjustments |
Contingent consideration related to acquisition settled in Class A common stock | $ (830) | ||
Policy Fuel, LLC [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Acquisition | $ 3,784 | ||
Change in fair value of contingent consideration | $ (4,045) | $ 1,470 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Business Combination Acquisition Related Costs and Fair Value Adjustments | Business Combination Acquisition Related Costs and Fair Value Adjustments | Business Combination Acquisition Related Costs and Fair Value Adjustments |
Contingent consideration related to acquisition settled in Class A common stock | $ (1,059) |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Eversurance [Member] | Common Class A [Member] | Achievement of Third Annual Target [Member] | Maximum [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
'Business combination equity interest issuable or issued, Number of shares | 58,754 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | $ 0 | $ 0 | $ 0 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Units | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment loss | $ 0 | ||
Number of Reporting Units | Units | 1 | ||
Amortization expense for intangible assets | $ 2,300 | $ 1,700 | $ 500 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets - Summary of Changes in Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Goodwill [Line Items] | |
Goodwill, Beginning Balance | $ 9,794 |
Goodwill resulting from PolicyFuel acquisition | 11,532 |
Goodwill, Ending Balance | 21,501 |
Eversurance, LLC [Member] | |
Goodwill [Line Items] | |
Final adjustment to Eversurance purchase price allocation | $ 175 |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets - Summary of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 12,470 | $ 12,470 |
Accumulated Amortization | (4,515) | (2,241) |
Carrying Value | $ 7,955 | $ 10,229 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life | 7 years 7 months 6 days | 7 years 7 months 6 days |
Gross Amount | $ 10,200 | $ 10,200 |
Accumulated Amortization | (3,353) | (1,830) |
Carrying Value | $ 6,847 | $ 8,370 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life | 3 years | 3 years |
Gross Amount | $ 1,700 | $ 1,700 |
Accumulated Amortization | (786) | (217) |
Carrying Value | $ 914 | $ 1,483 |
Other identifiable intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life | 2 years 9 months 18 days | 2 years 9 months 18 days |
Gross Amount | $ 570 | $ 570 |
Accumulated Amortization | (376) | (194) |
Carrying Value | $ 194 | $ 376 |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets - Summary Of Future Amortization Expense Of The Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 2,001 | |
2024 | 1,715 | |
2025 | 960 | |
2026 | 685 | |
2027 | 2,594 | |
Carrying Value | $ 7,955 | $ 10,229 |
Property and Equipment Net - Su
Property and Equipment Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Computer equipment | $ 2,822 | $ 2,755 |
Software | 14,733 | 12,888 |
Furniture and fixtures | 1,221 | 1,127 |
Leasehold improvements | 975 | 906 |
Property plant and equipment , Gross | 19,751 | 17,676 |
Less: Accumulated depreciation and amortization | (13,291) | (11,880) |
Property and equipment, net | $ 6,460 | $ 5,796 |
Property and Equipment Net - Ad
Property and Equipment Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 5,848 | $ 5,072 | $ 3,350 |
Capitalized software costs | 14,733 | 12,888 | |
Capitalized software cost, net | 5,300 | 4,400 | |
Property, plant and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | 3,600 | 3,300 | 2,800 |
Internal use | |||
Property, Plant and Equipment [Line Items] | |||
Company capitalized costs | 3,600 | 2,200 | 3,000 |
Amortization of internal use software | $ 2,700 | $ 2,600 | $ 2,200 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued employee compensation and benefits | $ 4,254 | $ 4,115 |
Accrued advertising expenses | 3,970 | 5,669 |
Other current liabilities | 1,700 | 3,231 |
Accrued expenses and other current liabilities | $ 9,924 | $ 13,015 |
Loan and Security Agreement - A
Loan and Security Agreement - Additional Information (Detail) - USD ($) | Jan. 01, 2024 | Jul. 15, 2022 | Jul. 14, 2022 | Dec. 31, 2022 |
Amended Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Covenant Description | the Company has agreed to affirmative and negative covenants to which the Company will remain subject until maturity. The covenants include limitations on the Company’s ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. In addition, under the Amended Loan Agreement and through December 31, 2023, the Company is required to maintain a minimum asset coverage ratio of 1.5 to 1 calculated as the sum of unrestricted cash held at the Lender and eligible accounts receivable divided by all borrowings outstanding under the Amended Loan Agreement. Commencing December 31, 2023, the company is required to maintain, and test on a quarterly basis, a fixed charge coverage ratio and a leverage ratio. The fixed charge coverage ratio is measured as the Company’s ratio of (i) trailing twelve-month adjusted “EBITDA” (as defined in the Amended Loan Agreement) less capital expenditures, less cash taxes, to (ii) trailing twelve-month interest and principal payments to the Lender, of at least 1.25 to 1.00. The leverage ratio is measured as the ratio of (i) the Company’s outstanding obligations owing to the Lender, to (ii) the Company’s trailing twelve-month adjusted EBITDA (as defined in the Amended Loan Agreement), of not more than 3.00 to 1.00. | |||
Amended Loan Agreement [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate description | bear interest at 0.25% plus the greater of 4.25% or the prime rate as published in the Wall Street Journal. | |||
Amended Loan Agreement [Member] | Term Loan [Member] | Scenario Forecast [Member] | ||||
Debt Instrument [Line Items] | ||||
Term loan frequency of payment | the term loan is payable in 42 equal monthly installments | |||
Amended Loan Agreement [Member] | In Event of Default [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Increase (Decrease) | 5% | |||
Amended Loan Agreement [Member] | Maximum [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Carrying Amount | $ 10,000,000 | |||
Amended Loan Agreement [Member] | Minimum [Member] | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 0.25% | |||
Debt instrument, basis spread on variable rate | 4.25% | |||
Revolving Credit Facility [Member] | 2020 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility borrowing capacity | $ 25,000,000 | |||
Maturity date | 2022-08 | |||
Revolving Credit Facility [Member] | Amended Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility borrowing capacity | $ 35,000,000 | |||
Maximum percentage borrowings of eligible accounts receivable | 85% | |||
Debt instrument, interest rate description | bear interest at the greater of 4.25% or the prime rate | |||
Debt Instrument, Maturity Date | Jul. 15, 2025 | |||
Revolving line of credit outstanding amount | $ 0 | |||
Maturity date | 2025-07 | |||
Revolving Credit Facility [Member] | Amended Loan Agreement [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Feb. 23, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Common stock, conversion features | Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time. Automatic conversion shall occur upon the occurrence of a transfer of such share of Class B common stock or at the date and time, or the occurrence of an event, specified by a vote or written consent of the holders of a majority of the voting power of the then outstanding shares of Class B common stock. A transfer is described as a sale, assignment, transfer, conveyance, hypothecation or disposition of such share or any legal or beneficial interest in such share other than certain permitted transfers as described in the Restated Certificate of Incorporation, including a transfer to a holder of Preferred Stock. Each share of Class B common stock held by a stockholder shall automatically convert into one fully paid and non-assessable share of Class A common stock nine months after the death or incapacity of the holder of such Class B common stock. | ||
Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Voting Rights | Class A common stock entitles the holder to one vote for each share | ||
Common Stock, Shares, Issued | 26,447,880 | 23,544,995 | |
Class A Common Stock [Member] | Private Placement [Member] | |||
Class of Stock [Line Items] | |||
Sale of common stock,shares | 1,004,016 | 1,004,016 | |
Purchase price | $ 14.94 | $ 14.94 | |
Gross proceeds from issuance of common stock | $ 15 | $ 15 | |
Class A Common Stock [Member] | Eversurance [Member] | Upon Achievement Of The Third And Final Targets [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares, Issued | 58,754 | ||
Class A Common Stock [Member] | Eversurance [Member] | Upon Achievement Of First Two Targets [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Shares, Issued | 39,168 | ||
Class A Common Stock [Member] | Policy Fuel, LLC [Member] | Upon Achievement Of First Target Member | |||
Class of Stock [Line Items] | |||
Common Stock, Shares, Issued | 62,671 | ||
Class B Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Voting Rights | Class B common stock entitles the holder to ten votes for each share | ||
Common Stock, Shares, Issued | 6,139,774 | 6,407,678 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||
Jan. 01, 2023 | Aug. 13, 2021 | Jun. 27, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value of stock options granted | $ 6.79 | |||||
Number of Options, Granted | 717,800 | 0 | ||||
Stock Options Outstanding | 2,072,238 | 1,539,573 | ||||
Aggregate intrinsic value of options exercised | $ 1,000,000 | $ 12,900,000 | $ 26,600,000 | |||
Granted, shares | 1,707,619 | |||||
Unrecognized compensation expense related to RSUs and option awards | $ 33,400,000 | |||||
Compensation expense, expected recognition period | 2 years 6 months | |||||
Policy Fuel, LLC [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Business combination contingent consideration period of achievement | 3 years | |||||
Service Based Market Based And Performance Based [Member] | Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options Granted | 531,108 | |||||
Service Based Market Based And Performance Based [Member] | Probable Performance Based [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate grant date fair value of options | $ 8,100,000 | |||||
Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options expiration period | 10 years | |||||
Service And Performance Based Inducement Award [Member] | Accrued Liabilities And Other Liabilities [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Obligation To Issue Shares Current | $ 0 | $ 100,000 | ||||
Service And Performance Based Inducement Award [Member] | Policy Fuel, LLC [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 86,518 | |||||
Inducement Awards, aggregate grant date fair value | $ 1,900,000 | |||||
Business combination contingent consideration period of achievement | 3 years | |||||
Service And Performance Based Inducement Award [Member] | Maximum [Member] | Policy Fuel, LLC [Member] | Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee Service Share Based Compensation Shares Used To Settle Awards | 173,042 | |||||
Performance Based Inducement Award [Member] | Policy Fuel, LLC [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 17,030 | |||||
Business combination contingent consideration period of achievement | 3 years | |||||
Performance Based Inducement Award [Member] | Maximum [Member] | Policy Fuel, LLC [Member] | Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee Service Share Based Compensation Shares Used To Settle Awards | 34,060 | |||||
Service Based Inducement Award [Member] | Policy Fuel, LLC [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, shares | 52,529 | |||||
Inducement Awards, aggregate grant date fair value | $ 1,100,000 | |||||
Class A Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Options Outstanding | 1,507,653 | |||||
Class A Common Stock [Member] | Days Preceding Revenue Target Date [Member] | Policy Fuel, LLC [Member] | Fixed Dollar Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
The number of trading days used to determine the volume weighted average price per share | 20 days | |||||
Class A Common Stock [Member] | Days Preceding Revenue Target Date [Member] | Performance Based and Service Based RSUs [Member] | Policy Fuel, LLC [Member] | Fixed Dollar Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
The number of trading days used to determine the volume weighted average price per share | 20 days | |||||
Class A Common Stock [Member] | Days Preceding Revenue Target Date [Member] | Performance Based RSUs [Member] | Policy Fuel, LLC [Member] | Fixed Dollar Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
The number of trading days used to determine the volume weighted average price per share | 20 days | |||||
Class A Common Stock or Class B Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Options Outstanding | 564,585 | |||||
2018 Equity Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Shares Authorized | 2,149,480 | |||||
Number of shares available for grant | 1,518,804 | |||||
2018 Equity Incentive Plan [Member] | Subsequent Event [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation, number of additional shares available for issuance | 1,629,382 | |||||
2018 Equity Incentive Plan [Member] | From 2008 Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Shares Authorized | 5,028,832 | |||||
2018 Equity Incentive Plan [Member] | Class A Common Stock [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual increase in shares authorized | 2,500,000 | |||||
2018 Equity Incentive Plan [Member] | Class A Common Stock and Class B Common Stock [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual percentage increase in shares authorized | 5% | |||||
2018 Equity Incentive Plan [Member] | Class A Common Stock and Class B Common Stock [Member] | From 2008 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of Shares Authorized | 583,056 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Grants (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Stock Options/Shares Outstanding, Weighted-Average Exercise Price, and Additional Disclosures [Abstract] | |
Risk-free interest rate | 3.20% |
Expected volatility | 78.10% |
Expected dividend yield | 0% |
Expected term (in years) | 6 years 1 month 6 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Options Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Options Outstanding, Beginning balance | 1,539,573 | |
Number of Options, Granted | 717,800 | 0 |
Number of Options, Exercised | (138,816) | |
Number of Options, Forfeited | (46,319) | |
Number of Options Outstanding, Ending balance | 2,072,238 | 1,539,573 |
Number of Options, Vested and expected to vest | 1,883,714 | |
Number of Options, Exercisable | 1,135,158 | |
Weighted-Average Exercise Price, Outstanding, Beginning balance | $ 14.37 | |
Weighted-Average Exercise Price, Granted | 9.78 | |
Weighted-Average Exercise Price, Exercised | 6.78 | |
Weighted-Average Exercise Price, Forfeited | 9.67 | |
Weighted-Average Exercise Price, Outstanding, Ending balance | 13.40 | $ 14.37 |
Weighted-Average Exercise Price, Vested and expected to vest | 13.92 | |
Weighted-Average Exercise Price, Exercisable | $ 9.72 | |
Weighted-Average Remaining Contractual Term, Outstanding | 5 years 10 months 17 days | 5 years 4 months 9 days |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 5 years 7 months 20 days | |
Weighted-Average Remaining Contractual Term, Exercisable | 4 years 1 month 2 days | |
Aggregate Intrinsic Value, Outstanding | $ 10,986 | $ 9,820 |
Aggregate Intrinsic Value, Vested and expected to vest | 9,752 | |
Aggregate Intrinsic Value, Exercisable | $ 7,517 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Unvested Restricted Stock Units (Detail) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unvested balance December 31, 2021 | shares | 2,798,761 |
Granted | shares | 1,707,619 |
Vested | shares | (1,333,639) |
Forfeited | shares | (660,811) |
Unvested balance December 31, 2022 | shares | 2,511,930 |
Unvested balance December 31, 2021 | $ / shares | $ 23.93 |
Granted | $ / shares | 12.49 |
Vested | $ / shares | 21.96 |
Forfeited | $ / shares | 22.85 |
Unvested balance December 31, 2022 | $ / shares | $ 17.48 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock-Based Compensation Expense of Statements of Operations and Comprehensive Loss (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 28,986 | $ 30,020 | $ 24,179 |
Cost of Revenue [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 281 | 363 | 361 |
Sales and Marketing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 11,018 | 12,405 | 10,246 |
Research and Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 10,328 | 9,551 | 7,751 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 7,359 | $ 7,701 | $ 5,821 |
Income Taxes - Additional Infor
Income Taxes - Additional Information - (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax benefit | $ (2,510) | |
Foreign taxes | $ 0 | |
Interest Expense [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Reserve for uncertain tax positions | $ 0 | 0 |
Earliest Tax Year [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Open tax year | 2019 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry forwards | $ 91,700 | |
Research and development tax credit carry forwards | $ 5,300 | |
Federal [Member] | Nonexpirable [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Annual taxable income, percentage | 80% | |
Federal [Member] | Earliest Tax Year [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carry forward expiration date | 2030 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry forwards | $ 84,000 | |
Research and development tax credit carry forwards | $ 3,400 | |
State [Member] | Earliest Tax Year [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carry forwards expiration period | 2027 | |
Tax credit carry forward expiration date | 2029 | |
Policy Fuel Llc [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax benefit | $ 2,500 | |
Net Operating Loss [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax benefit | $ 0 | |
Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax benefit | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 21% | 21% | 21% |
State taxes, net of federal benefit | 7.30% | 5.20% | 4.20% |
Federal and state research and development tax credits | 2.30% | 5.60% | 12.40% |
Nondeductible items | 2.80% | (2.00%) | (0.70%) |
Stock-based compensation | (16.00%) | 10.90% | 97.20% |
Deferred taxes on acquisition | 2.50% | 11.40% | 0% |
Other | 0% | 0.40% | 2.20% |
Change in valuation allowance | (19.90%) | (41.10%) | (136.30%) |
Effective income tax rate | 0% | 11.40% | 0% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||||
Net operating loss carryforwards | $ 24,621 | $ 27,364 | ||
Research and development tax credit carryforwards | 7,950 | 7,559 | ||
Accrued expenses and other current liabilities | 307 | 280 | ||
Capitalized research and development | 7,186 | 0 | ||
Property and equipment | 271 | 225 | ||
Stock-based compensation | 2,593 | 2,896 | ||
Operating lease liability | 1,706 | 2,167 | ||
Other | 156 | 0 | ||
Total deferred tax assets | 44,790 | 40,491 | ||
Valuation allowance | (41,755) | (36,921) | $ (30,558) | $ (15,292) |
Net deferred tax assets | 3,035 | 3,570 | ||
Deferred tax liabilities: | ||||
Capitalized software development costs | (1,313) | (1,095) | ||
Operating lease right-of-use assets | (1,529) | (1,911) | ||
Intangible assets | (193) | (528) | ||
Other | 0 | (36) | ||
Total deferred tax liabilities | (3,035) | (3,570) | ||
Net deferred tax assets and liabilities | $ 0 | $ 0 |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance as of beginning of year | $ 36,921 | $ 30,558 | $ 15,292 |
Decreases recorded to accumulated deficit | (159) | ||
Decreases recorded as a benefit to income tax provision | (2,510) | ||
Increases recorded to tax provision | 4,834 | 9,032 | 15,266 |
Valuation allowance as of end of year | $ 41,755 | $ 36,921 | $ 30,558 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Security deposits | $ 500 | $ 500 | |
Operating lease payment | $ 3,194 | $ 3,271 | $ 2,747 |
Cambridge, Massachusetts [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease expiration period | 2024-09 | ||
Evansville [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease expiration period | 2030-08 | ||
Lessee, Operating Lease, Term of Contract | 10 years |
Leases - Summary of Lease cost
Leases - Summary of Lease cost (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | |||
Operating lease cost | $ 2,896 | $ 3,174 | $ 2,590 |
Short-term lease cost | 269 | 39 | 0 |
Variable lease cost | 676 | 596 | 387 |
Total | $ 3,841 | $ 3,809 | $ 2,977 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Disclosure of Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | |||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 3,194 | $ 3,271 | $ 2,747 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 1,096 | $ 383 | $ 541 |
Leases - Summary of Weighted-Av
Leases - Summary of Weighted-Average Remaining Lease Terms and Discount Rates (Detail) | Dec. 31, 2022 | Dec. 31, 2021 |
Lease, Cost [Abstract] | ||
Weighted-average remaining lease term - operating leases (in years) | 2 years 11 months 4 days | 3 years 7 months 6 days |
Weighted-average discount rate - operating leases | 4.59% | 4.62% |
Leases - Summary of Future Annu
Leases - Summary of Future Annual Lease Payments under the Company Leases (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
2023 | $ 3,155 |
2024 | 2,480 |
2025 | 382 |
2026 | 177 |
2027 | 177 |
Thereafter | 472 |
Total future minimum lease payments | 6,843 |
Less: imputed interest | (406) |
Total operating lease liabilities | $ 6,437 |
Leases - Summary of Classificat
Leases - Summary of Classification of Total Operating Lease Liabilities on Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Current operating lease liabilities | $ 2,936 | $ 2,696 |
Operating lease liabilities, net of current portion | 3,501 | $ 5,531 |
Total operating lease liabilities | $ 6,437 |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Contribution to defined contribution savings plan | $ 0.9 | $ 0.9 | $ 0.7 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Feb. 23, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Expense from transactions with related party | $ 8.2 | $ 3.5 | $ 3.1 | |
Payment to related party | 7.8 | 3.8 | $ 3.1 | |
Due to affiliate | $ 0.6 | $ 0.3 | ||
Private Placement [Member] | Common Class A [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,004,016 | 1,004,016 | ||
Shares Issued, Price Per Share | $ 14.94 | $ 14.94 | ||
Proceeds from Issuance of Common Stock | $ 15 | $ 15 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Jul. 15, 2022 | Jul. 14, 2022 |
Amended Loan Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Covenant Description | the Company has agreed to affirmative and negative covenants to which the Company will remain subject until maturity. The covenants include limitations on the Company’s ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. In addition, under the Amended Loan Agreement and through December 31, 2023, the Company is required to maintain a minimum asset coverage ratio of 1.5 to 1 calculated as the sum of unrestricted cash held at the Lender and eligible accounts receivable divided by all borrowings outstanding under the Amended Loan Agreement. Commencing December 31, 2023, the company is required to maintain, and test on a quarterly basis, a fixed charge coverage ratio and a leverage ratio. The fixed charge coverage ratio is measured as the Company’s ratio of (i) trailing twelve-month adjusted “EBITDA” (as defined in the Amended Loan Agreement) less capital expenditures, less cash taxes, to (ii) trailing twelve-month interest and principal payments to the Lender, of at least 1.25 to 1.00. The leverage ratio is measured as the ratio of (i) the Company’s outstanding obligations owing to the Lender, to (ii) the Company’s trailing twelve-month adjusted EBITDA (as defined in the Amended Loan Agreement), of not more than 3.00 to 1.00. | |
Amended Loan Agreement [Member] | In Event of Default [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate, Increase (Decrease) | 5% | |
Amended Loan Agreement [Member] | Term Loan [Member] | ||
Subsequent Event [Line Items] | ||
Debt instrument, interest rate description | bear interest at 0.25% plus the greater of 4.25% or the prime rate as published in the Wall Street Journal. | |
Amended Loan Agreement [Member] | Maximum [Member] | Term Loan [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Carrying Amount | $ 10,000,000 | |
Amended Loan Agreement [Member] | Minimum [Member] | Term Loan [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.25% | |
Debt instrument, basis spread on variable rate | 4.25% | |
Revolving Credit Facility [Member] | 2020 Loan Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Maturity date | 2022-08 | |
Credit facility borrowing capacity | $ 25,000,000 | |
Revolving Credit Facility [Member] | Amended Loan Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Maturity date | 2025-07 | |
Credit facility borrowing capacity | $ 35,000,000 | |
Maximum percentage borrowings of eligible accounts receivable | 85% | |
Debt instrument, interest rate description | bear interest at the greater of 4.25% or the prime rate | |
Debt Instrument, Maturity Date | Jul. 15, 2025 | |
Revolving Credit Facility [Member] | Amended Loan Agreement [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.25% |