QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
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(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Value Per Share |
☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
Emerging growth company |
Page |
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PART I. |
4 |
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Item 1. |
4 |
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4 |
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5 |
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6 |
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7 |
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8 |
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Item 2. |
17 |
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Item 3. |
27 |
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Item 4. |
27 |
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PART II. |
29 |
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Item 1. |
29 |
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Item 1A. |
29 |
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Item 2. |
50 |
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Item 6. |
51 |
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52 |
• |
our future financial performance, including our expectations regarding our revenue, cost of revenue, variable marketing margin, operating expenses, cash flows and ability to achieve, and maintain, future profitability; |
• |
our ability to attract and retain consumers and insurance providers using our marketplace; |
• |
our dependence on our relationships with insurance providers with no long-term contracts; |
• |
our reliance on a single insurance provider for a significant portion of our revenue; |
• |
our ability to attract consumers searching for insurance, including through search engines, display advertising, email and social media; |
• |
our ability to develop new and enhanced products and services to attract and retain consumers and insurance providers, and our ability to successfully monetize them; |
• |
our anticipated growth and growth strategies and our ability to effectively manage that growth; |
• |
our ability to maintain and build our brand; |
• |
our ability to properly collect, process, store, share, disclose and use consumer information and other data; |
• |
our reliance on our third-party service providers; |
• |
the impact of competition in our industry and innovation by our competitors; |
• |
our ability to hire and retain necessary qualified employees to expand our operations; |
• |
our limited experience acquiring quote requests from third-party sources; |
• |
our ability to stay abreast of and comply with new or modified laws and regulations that currently apply or become applicable to our business; |
• |
the material weaknesses in our internal control over financial reporting that we and our independent registered public accounting firm have identified which, if not remediated, may cause us to not be able to accurately or timely report our financial condition or results of operations; |
• |
failure to maintain an effective system of internal controls necessary to accurately report our financial results and prevent fraud; and |
• |
the future trading prices of our Class A common stock. |
June 30, |
December 31, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ | $ | ||||||
Accounts receivable, net |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Goodwill |
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Acquired intangible assets, net |
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Operating lease right-of-use |
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Other assets |
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Total assets |
$ | $ | ||||||
Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued expenses and other current liabilities |
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Deferred revenue |
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Operating lease liabilities |
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Total current liabilities |
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Operating lease liabilities, net of current portion |
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Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 9) |
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Stockholders’ equity: |
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Preferred stock, $ shares authorized; |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive income (loss) |
( |
) | ||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
$ | $ | ||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
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2021 |
2020 |
2021 |
2020 |
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Revenue |
$ | $ | $ | $ | ||||||||||||
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Cost and operating expenses: |
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Cost of revenue |
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Sales and marketing |
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Research and development |
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General and administrative |
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Acquisition-related |
— | — | ||||||||||||||
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Total cost and operating expenses |
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Loss from operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
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Other income (expense): |
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Interest income |
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Other income (expense), net |
( |
) | ( |
) | ||||||||||||
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Total other income (expense), net |
( |
) | ( |
) | ||||||||||||
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Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
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Net loss per share, basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
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Weighted average common shares outstanding, basic and diluted |
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Comprehensive loss: |
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Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Other comprehensive income: |
||||||||||||||||
Foreign currency translation adjustment |
— | — | ||||||||||||||
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Comprehensive loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
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Accumulated |
||||||||||||||||||||||||||||||||
Class A |
Class B |
Additional |
Other |
Total |
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Common Stock |
Common Stock |
Paid-in |
Comprehensive |
Accumulated |
Stockholders’ |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Income (Loss) |
Deficit |
Equity |
|||||||||||||||||||||||||
Balances at December 31, 2020 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||||||
Issuance of common stock upon exercise of stock options |
— | — | — | — | ||||||||||||||||||||||||||||
Vesting of restricted stock units |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Transfer of Class B common stock to Class A common stock |
( |
) | ( |
) | — | — | — | — | ||||||||||||||||||||||||
Foreign currency translation adjustment |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
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Balances at March 31, 2021 |
( |
) | ||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options |
— | — | — | — | ||||||||||||||||||||||||||||
Vesting of restricted stock units |
— | — | ( |
) | — | — | — | |||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Foreign currency translation adjustment |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
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Balances at June 30, 2021 |
$ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||
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Accumulated |
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Class A |
Class B |
Additional |
Other |
Total |
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Common Stock |
Common Stock |
Paid-in |
Comprehensive |
Accumulated |
Stockholders’ |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Income (Loss) |
Deficit |
Equity |
|||||||||||||||||||||||||
Balances at December 31, 2019 |
$ | $ | $ | $ | — | $ | ( |
) | $ | |||||||||||||||||||||||
Issuance of common stock upon exercise of stock options |
— | — | — | — | ||||||||||||||||||||||||||||
Vesting of restricted stock units |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Transfer of Class B common stock to Class A common stock |
( |
) | ( |
) | — | — | — | — | ||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
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Balances at March 31, 2020 |
( |
) | ||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options |
— | — | — | — | ||||||||||||||||||||||||||||
Vesting of restricted stock units |
— | — | — | — | — | — | — | |||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | ||||||||||||||||||||||||||
Transfer of Class B common stock to Class A common stock |
( |
) | ( |
) | — | — | — | — | ||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
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Balances at June 30, 2020 |
$ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||
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Six Months Ended June 30, |
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2021 |
2020 |
|||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Depreciation and amortization expense |
||||||||
Stock-based compensation expense |
||||||||
Change in fair value of contingent consideration |
( |
) | — | |||||
Provision for (recovery of) bad debt |
( |
) | ||||||
Unrealized foreign currency transaction losses |
— | |||||||
Changes in operating assets and liabilities, net of effects from acquisition: |
||||||||
Accounts receivable |
( |
) | ||||||
Prepaid expenses and other current assets |
( |
) | ||||||
Operating lease right-of-use |
— | |||||||
Other assets |
( |
) | ( |
) | ||||
Accounts payable |
( |
) | ||||||
Accrued expenses and other current liabilities |
( |
) | ||||||
Deferred revenue |
( |
) | ||||||
Operating lease liabilities |
( |
) | — | |||||
Other long-term liabilities |
||||||||
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|||||
Net cash provided by operating activities |
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Cash flows from investing activities: |
||||||||
Acquisition of property and equipment, including costs capitalized for development of internal-use software |
( |
) | ( |
) | ||||
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|
|||||
Net cash used in investing activities |
( |
) | ( |
) | ||||
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Cash flows from financing activities: |
||||||||
Proceeds from exercise of stock options |
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Net cash provided by financing activities |
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|||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
— | |||||||
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|||||
Net increase in cash, cash equivalents and restricted cash |
||||||||
Cash, cash equivalents and restricted cash at beginning of period |
||||||||
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|
|||||
Cash, cash equivalents and restricted cash at end of period |
$ | $ | ||||||
|
|
|
|
|||||
Supplemental disclosure of noncash investing and financing information: |
||||||||
Acquisition of property and equipment included in accounts payable |
$ | $ | — | |||||
Operating lease liabilities arising from obtaining right-of-use |
$ | $ | — | |||||
Reconciliation of cash, cash equivalents and restricted cash: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Restricted cash (included in other assets) |
||||||||
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|
|
|||||
Total cash, cash equivalents and restricted cash shown in the statement of cash flows |
$ | $ | ||||||
|
|
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Direct channels |
% | % | % | % | ||||||||||||
Indirect channels |
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% | % | % | % | |||||||||||||
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Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
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Automotive |
$ | $ | $ | $ | ||||||||||||
Other |
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|
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Total Revenue |
$ | $ | $ | $ | ||||||||||||
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|
June 30, |
||||||||
2021 |
2020 |
|||||||
Options to purchase common stock |
||||||||
Unvested restricted stock units |
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|
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Cash paid |
$ | |||
Fair value of contingent consideration to be settled in stock |
||||
Total purchase price consideration |
$ | |||
Assets Acquired and Liabilities Assumed: |
||||
Commissions receivable (current and long-term) |
$ | |||
Customer Relationships |
||||
Other identifiable intangible assets |
||||
Operating lease right-of-use |
||||
Goodwill |
||||
Total assets acquired |
||||
Accounts payable and accrued expenses (current and long-term) |
( |
) | ||
Operating lease liabilities |
( |
) | ||
Total allocation of purchase price consideration |
$ | |||
June 30, 2021 |
||||||||||||||||
Weighted Average Useful Life |
Gross Amount |
Accumulated Amortization |
Carrying Value |
|||||||||||||
(in years) |
||||||||||||||||
Customer relationships |
$ | $ | ( |
) | $ | |||||||||||
Other identifiable intangible assets |
( |
) | ||||||||||||||
$ | $ | ( |
) | $ | ||||||||||||
December 31, 2020 |
||||||||||||||||
Weighted Average Useful |
Gross Amount |
Accumulated Amortization |
Carrying Value |
|||||||||||||
(in years) |
||||||||||||||||
Customer relationships |
$ | $ | ( |
) | $ | |||||||||||
Other identifiable intangible assets |
( |
) | ||||||||||||||
$ | $ | ( |
) | $ | ||||||||||||
Year Ending December 31, |
||||
2021 (Remaining six months) |
$ | |||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
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|
$ |
|
|
|
|
June 30, |
December 31, |
|||||||
2021 |
2020 |
|||||||
Accrued employee compensation and benefits |
$ | $ | ||||||
Accrued advertising expenses |
||||||||
Other current liabilities |
||||||||
|
|
$ |
|
|
|
$ |
|
|
|
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Cost of revenu e |
$ |
$ |
$ |
$ |
||||||||||||
Sales and marketin g |
||||||||||||||||
Research and development |
||||||||||||||||
General and administrative |
||||||||||||||||
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$ |
$ |
$ |
$ |
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• |
In 2011, we launched the EverQuote marketplace for auto insurance. |
• |
In 2013, we launched EverQuote Pro, our provider portal, for carriers. |
• |
In 2015, we launched EverQuote Pro for agents. |
• |
In 2016, we added home and life insurance in our marketplace. |
• |
In 2018, we exceeded 46 million cumulative quote requests since launch of our marketplace. |
• |
In 2019, we added health, renters and commercial insurance in our marketplace. |
• |
In 2020, we launched our direct-to-consumer |
• | Clicks: An online-to-online |
• | Data: An online-to-offline follow-up. |
• | Calls: An online-to-offline offline-to-offline |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Automotive |
$ | 86,358 | $ | 64,594 | $ | 170,839 | $ | 132,235 | ||||||||
Other |
18,705 | 13,708 | 38,046 | 27,431 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Revenue |
$ | 105,063 | $ | 78,302 | $ | 208,885 | $ | 159,666 | ||||||||
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|
• | adjusted EBITDA excludes stock-based compensation expense as it has recently been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business; |
• | adjusted EBITDA excludes depreciation and amortization expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future; |
• | adjusted EBITDA excludes acquisition-related costs that affect cash available to us and the change in fair value of non-cash contingent consideration; |
• | adjusted EBITDA does not reflect the cash received from interest income on our investments, which affects the cash available to us; |
• | adjusted EBITDA does not reflect income tax expense (benefit) that affects cash available to us; and |
• | the expenses and other items that we exclude in our calculation of adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from adjusted EBITDA when they report their operating results. |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Net loss |
$ | (1,881 | ) | $ | (2,808 | ) | $ | (5,682 | ) | $ | (4,250 | ) | ||||
Stock-based compensation |
7,089 | 6,250 | 14,609 | 10,790 | ||||||||||||
Depreciation and amortization |
1,136 | 594 | 2,310 | 1,443 | ||||||||||||
Acquisition-related |
265 | — | 186 | — | ||||||||||||
Interest income |
(10 | ) | (47 | ) | (24 | ) | (158 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted EBITDA |
$ | 6,599 | $ | 3,989 | $ | 11,399 | $ | 7,825 | ||||||||
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Statement of Operations Data: |
||||||||||||||||
Revenue(1) |
$ | 105,063 | $ | 78,302 | $ | 208,885 | $ | 159,666 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Cost and operating expenses(2): |
||||||||||||||||
Cost of revenue |
5,811 | 4,977 | 11,764 | 10,312 | ||||||||||||
Sales and marketing |
85,610 | 64,561 | 173,179 | 131,065 | ||||||||||||
Research and development |
9,053 | 6,966 | 17,626 | 13,425 | ||||||||||||
General and administrative |
6,200 | 4,754 | 11,796 | 9,473 | ||||||||||||
Acquisition-related |
265 | — | 186 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cost and operating expenses |
106,939 | 81,258 | 214,551 | 164,275 | ||||||||||||
Loss from operations |
(1,876 | ) | (2,956 | ) | (5,666 | ) | (4,609 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Other income (expense): |
||||||||||||||||
Interest income |
10 | 47 | 24 | 158 | ||||||||||||
Other income (expense), net |
(15 | ) | 101 | (40 | ) | 201 | ||||||||||
Total other income (expense), net |
(5 | ) | 148 | (16 | ) | 359 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (1,881 | ) | $ | (2,808 | ) | $ | (5,682 | ) | $ | (4,250 | ) | ||||
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|||||||||
Other Financial and Operational Data: |
||||||||||||||||
Quote requests |
6,781 | 6,777 | 14,501 | 14,169 | ||||||||||||
Variable marketing margin |
$ | 32,830 | $ | 23,478 | $ | 64,268 | $ | 47,293 | ||||||||
Adjusted EBITDA(3) |
$ | 6,599 | $ | 3,989 | $ | 11,399 | $ | 7,825 |
(1) | Comprised of revenue from the following distribution channels: |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Direct channels |
91 |
% |
93 |
% |
90 |
% |
93 |
% | ||||||||
Indirect channels |
9 |
7 |
10 |
7 |
||||||||||||
|
|
|
|
|
|
|
|
|||||||||
100 |
% |
100 |
% |
100 |
% |
100 |
% | |||||||||
|
|
|
|
|
|
|
|
(2) | Includes stock-based compensation expense as follows: |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Cost of revenue |
$ | 83 | $ | 88 | $ | 174 | $ | 142 | ||||||||
Sales and marketing |
2,459 | 2,547 | 5,850 | 4,242 | ||||||||||||
Research and development |
2,321 | 1,862 | 4,648 | 3,138 | ||||||||||||
General and administrative |
2,226 | 1,753 | 3,937 | 3,268 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 7,089 | $ | 6,250 | $ | 14,609 | $ | 10,790 | |||||||||
|
|
|
|
|
|
|
|
(3) | See “ —Non-GAAP Financial Measure” for information regarding our use of adjusted EBITDA as a non-GAAP financial measure and a reconciliation of adjusted EBITDA to its comparable GAAP financial measure. |
Three Months Ended June 30, |
Change |
Six Months Ended June 30, |
Change |
|||||||||||||||||||||||||||||
2021 |
2020 |
Amount |
% |
2021 |
2020 |
Amount |
% |
|||||||||||||||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||||||||||||
Revenue |
$ | 105,063 | $ | 78,302 | $ | 26,761 | 34.2 | % | $ | 208,885 | $ | 159,666 | $ | 49,219 | 30.8 | % |
Three Months Ended June 30, |
Change |
Six Months Ended June 30, |
Change |
|||||||||||||||||||||||||||||
2021 |
2020 |
Amount |
% |
2021 |
2020 |
Amount |
% |
|||||||||||||||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||||||||||||
Cost of revenue |
$ | 5,811 | $ | 4,977 | $ | 834 | 16.8 | % | $ | 11,764 | $ | 10,312 | $ | 1,452 | 14.1 | % | ||||||||||||||||
Percentage of revenue |
5.5 | % | 6.4 | % | 5.6 | % | 6.5 | % |
Three Months Ended June 30, |
Change |
Six Months Ended June 30, |
Change |
|||||||||||||||||||||||||||||
2021 |
2020 |
Amount |
% |
2021 |
2020 |
Amount |
% |
|||||||||||||||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||||||||||||
Sales and marketing expense |
$ | 85,610 | $ | 64,561 | $ | 21,049 | 32.6 | % | $ | 173,179 | $ | 131,065 | $ | 42,114 | 32.1 | % | ||||||||||||||||
Percentage of revenue |
81.5 | % | 82.5 | % | 82.9 | % | 82.1 | % |
Three Months Ended June 30, |
Change |
Six Months Ended June 30, |
Change |
|||||||||||||||||||||||||||||
2021 |
2020 |
Amount |
% |
2021 |
2020 |
Amount |
% |
|||||||||||||||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||||||||||||
Research and development expense |
$ | 9,053 | $ | 6,966 | $ | 2,087 | 30.0 | % | $ | 17,626 | $ | 13,425 | $ | 4,201 | 31.3 | % | ||||||||||||||||
Percentage of revenue |
8.6 | % | 8.9 | % | 8.4 | % | 8.4 | % |
Three Months Ended June 30, |
Change |
Six Months Ended June 30, |
Change |
|||||||||||||||||||||||||||||
2021 |
2020 |
Amount |
% |
2021 |
2020 |
Amount |
% |
|||||||||||||||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||||||||||||
General and administrative expense |
$ | 6,200 | $ | 4,754 | $ | 1,446 | 30.4 | % | $ | 11,796 | $ | 9,473 | $ | 2,323 | 24.5 | % | ||||||||||||||||
Percentage of revenue |
5.9 | % | 6.1 | % | 5.6 | % | 5.9 | % |
Three Months Ended June 30, |
Change |
Six Months Ended June 30, |
Change |
|||||||||||||||||||||||||||||
2021 |
2020 |
Amount |
% |
2021 |
2020 |
Amount |
% |
|||||||||||||||||||||||||
(in thousands except percentages) | (in thousands except percentages) | |||||||||||||||||||||||||||||||
Quote requests |
6,781 | 6,777 | 4 | 0.1 | % | 14,501 | 14,169 | 332 | 2.3 | % |
Three Months Ended June 30, |
Change |
Six Months Ended June 30, |
Change |
|||||||||||||||||||||||||||||
2021 |
2020 |
Amount |
% |
2021 |
2020 |
Amount |
% |
|||||||||||||||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||||||||||||
Revenue |
$ | 105,063 | $ | 78,302 | $ | 26,761 | 34.2 | % | $ | 208,885 | $ | 159,666 | $ | 49,219 | 30.8 | % | ||||||||||||||||
Less: total advertising expense (a component of sales and marketing expense) |
72,233 | 54,824 | 144,617 | 112,373 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Variable marketing margin |
$ | 32,830 | $ | 23,478 | $ | 9,352 | 39.8 | % | $ | 64,268 | $ | 47,293 | $ | 16,975 | 35.9 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Percentage of revenue |
31.2 | % | 30.0 | % | 30.8 | % | 29.6 | % |
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
(in thousands) | ||||||||
Net cash provided by operating activities |
$ | 11,235 | $ | 7,908 | ||||
Net cash used in investing activities |
(1,310 | ) | (1,871 | ) | ||||
Net cash provided by financing activities |
1,724 | 2,318 | ||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
1 | — | ||||||
|
|
|
|
|||||
Net increase in cash, cash equivalents and restricted cash |
$ | 11,650 | $ | 8,355 | ||||
|
|
|
|
Payments Due By Period |
||||||||||||||||||||
Total |
Less Than 1 Year |
1 to 3 Years |
4 to 5 Years |
More Than 5 Years |
||||||||||||||||
(in thousands) | ||||||||||||||||||||
Operating lease commitments(1) |
$ | 11,784 | $ | 3,025 | $ | 5,657 | $ | 2,276 | $ | 826 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 11,784 | $ | 3,025 | $ | 5,657 | $ | 2,276 | $ | 826 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Amounts in the table reflect payments due for our office leases under operating lease agreements that expire at various dates through 2030. |
• | User access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to certain financial applications, programs, and data to appropriate company personnel; |
• | Program change management controls for certain financial applications to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; and |
• | Controls over the completeness and accuracy of data relevant to certain automated revenue calculations. |
• | the ability of our insurance provider customers to earn an attractive return on investment from their spending with us; |
• | our ability to increase the number of consumers using our marketplace; |
• | our ability to compete effectively with other media for advertising spending; and |
• | our ability to keep pace with changes in technology and the practices and offerings of our competitors. |
• | our ability to maintain a marketplace for consumers and insurance providers that efficiently captures user intent and effectively delivers relevant quotes to each individual insurance buyer; |
• | our ability to continue to innovate and improve our marketplace; |
• | our ability to launch new vertical offerings that are effective and have a high degree of consumer and insurance provider engagement; and |
• | our ability to access a sufficient amount of data to enable us to provide relevant quotes to consumers. |
• | companies that operate, or could develop, insurance search websites; |
• | media sites, including websites dedicated to providing multiple quote insurance information and financial services information generally; |
• | internet search engines; and |
• | individual insurance providers, including through the operation of their own websites, physical storefront operations and broker arrangements. |
• | increase the number of consumers using our marketplace; |
• | maintain and expand the number of insurance providers that use our marketplace or our revenue per provider; |
• | further improve the quality of our marketplace, and introduce high-quality new products; and |
• | increase the number of insurance shoppers acquired by insurance providers on our marketplace. |
• | diversion of management time and focus from operating our business to addressing acquisition integration challenges; |
• | coordination of technology, research and development, and sales and marketing functions; |
• | transition of the acquired company’s consumers and data to our marketplace; |
• | retention of employees from the acquired company; |
• | cultural challenges associated with integrating employees from the acquired company into our organization; |
• | integration of the acquired company’s accounting, management information, human resources and other administrative systems; |
• | the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies; |
• | potential write-offs of intangibles or other assets acquired in such transactions that may have an adverse effect on our operating results in a given period; |
• | potential liabilities for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and |
• | litigation or other claims in connection with the acquired company, including claims from terminated employees, consumers, former stockholders or other third parties. |
• | requiring us to dedicate a portion of our cash resources to the payment of interest and principal, reducing money available to fund working capital, capital expenditures, product development and other general corporate purposes; |
• | increasing our vulnerability to adverse changes in general economic, industry and market conditions; |
• | subjecting us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financing (for example, the covenants in the loan and security agreement for our revolving line of credit include limitations on our ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses); |
• | limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and |
• | placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options. |
• | price and volume fluctuations in the overall stock market from time to time; |
• | volatility in the market price and trading volume of comparable companies; |
• | actual or anticipated changes in our earnings or fluctuations in our operating results or in the expectations of securities analysts; |
• | announcements of new service offerings, strategic alliances or significant agreements by us or by our competitors; |
• | loss of key personnel; |
• | litigation involving us or that may be perceived as having an adverse effect on our business; |
• | changes in general economic, industry and market conditions and trends; |
• | investors’ general perception of us; |
• | sales of large blocks of our stock; and |
• | announcements regarding industry consolidation. |
• | the level of demand for our product and service offerings and our ability to maintain and increase our customer base; |
• | the level of consumer traffic to our websites and the volume of quote requests generated by consumer traffic; |
• | the timing and success of new product and service introductions by us or our competitors or any other change in the competitive landscape of our market; |
• | bind rates by consumers; |
• | pricing pressure as a result of competition or otherwise; |
• | our ability to reduce costs; |
• | errors in our forecasting of the demand for our product and service offerings, which could lead to lower revenue or increased costs; |
• | seasonal or other variations in purchasing patterns by customers; |
• | increases in and timing of sales and marketing and other operating expenses that we may incur to grow and expand our operations and to remain competitive; |
• | adverse litigation judgments, settlements or other litigation-related costs; |
• | regulatory proceedings or other adverse publicity about us or our product and service offerings; |
• | costs related to the acquisition of businesses, talent, technologies or intellectual property, including potentially significant amortization costs and possible write-downs; and |
• | general economic conditions. |
• | a majority of the board of directors consist of independent directors; |
• | director nominees be selected or recommended for the board’s selection by independent directors constituting a majority of the independent directors or by a nominations committee with prescribed duties and a written charter and comprised solely of independent directors; and |
• | the board of directors maintain a compensation committee with prescribed duties and a written charter and comprised solely of independent directors. |
• | providing that directors may be removed by stockholders only for cause and only with a vote of the holders of shares representing a majority of the voting power of all shares that stockholders would be entitled to vote for the election of directors; |
• | limiting the ability of our stockholders to call and bring business before special meetings of stockholders and to take action by written consent in lieu of a meeting; |
• | requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors; |
• | authorizing blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our Class A common stock; and |
• | limiting the liability of, and providing indemnification to, our directors and officers. |
Exhibit Number |
Description | |
31.1 | Certification of Chief Executive Officer of the Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification of Chief Financial Officer of the Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1† | Certification of Chief Executive Officer of the Registrant Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2† | Certification of Chief Financial Officer of the Registrant Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
† | The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of EverQuote, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. |
EVERQUOTE, INC. | ||||||
Date: August 9, 2021 | By: | /s/ Jayme Mendal | ||||
Jayme Mendal Chief Executive Officer and President (Principal Executive Officer) | ||||||
Date: August 9, 2021 | By: | /s/ John Wagner | ||||
John Wagner Chief Financial Officer and Treasurer (Principal Financial Officer) |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jayme Mendal, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of EverQuote, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: August 9, 2021
/s/ Jayme Mendal |
Jayme Mendal Chief Executive Officer and President (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Wagner, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of EverQuote, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: August 9, 2021
/s/ John Wagner |
John Wagner |
Chief Financial Officer and Treasurer |
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Jayme Mendal, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Quarterly Report on Form 10-Q of EverQuote, Inc. for the fiscal quarter ended June 30, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of EverQuote, Inc.
/s/ Jayme Mendal |
Jayme Mendal |
Chief Executive Officer and President |
(Principal Executive Officer) |
August 9, 2021 |
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, John Wagner, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Quarterly Report on Form 10-Q of EverQuote, Inc. for the fiscal quarter ended June 30, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of EverQuote, Inc.
/s/ John Wagner |
John Wagner |
Chief Financial Officer and Treasurer |
(Principal Financial Officer) |
August 9, 2021 |
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 220,000,000 | 220,000,000 |
Common stock, shares issued | 22,668,643 | 20,784,065 |
Common stock, shares outstanding | 22,668,643 | 20,784,065 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 6,407,678 | 7,429,502 |
Common stock, shares outstanding | 6,407,678 | 7,429,502 |
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
Income Statement [Abstract] | ||||
Revenue | $ 105,063 | $ 78,302 | $ 208,885 | $ 159,666 |
Cost and operating expenses: | ||||
Cost of revenue | 5,811 | 4,977 | 11,764 | 10,312 |
Sales and marketing | 85,610 | 64,561 | 173,179 | 131,065 |
Research and development | 9,053 | 6,966 | 17,626 | 13,425 |
General and administrative | 6,200 | 4,754 | 11,796 | 9,473 |
Acquisition-related | 265 | 186 | ||
Total cost and operating expenses | 106,939 | 81,258 | 214,551 | 164,275 |
Loss from operations | (1,876) | (2,956) | (5,666) | (4,609) |
Other income (expense): | ||||
Interest income | 10 | 47 | 24 | 158 |
Other income (expense), net | (15) | 101 | (40) | 201 |
Total other income (expense), net | (5) | 148 | (16) | 359 |
Net loss | $ (1,881) | $ (2,808) | $ (5,682) | $ (4,250) |
Net loss per share, basic | $ (0.07) | $ (0.10) | $ (0.20) | $ (0.16) |
Net loss per share, diluted | $ (0.07) | $ (0.10) | $ (0.20) | $ (0.16) |
Weighted average common shares outstanding, basic | 28,895 | 27,136 | 28,665 | 26,888 |
Weighted average common shares outstanding, diluted | 28,895 | 27,136 | 28,665 | 26,888 |
Net loss | $ (1,881) | $ (2,808) | $ (5,682) | $ (4,250) |
Other comprehensive income: | ||||
Foreign currency translation adjustment | 7 | 22 | ||
Comprehensive loss | $ (1,874) | $ (2,808) | $ (5,660) | $ (4,250) |
Nature of the Business and Basis of Presentation |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the EverQuote, Inc. (the “Company”) was incorporated in the state of Delaware in 2008. Through its internet websites, the Company operates an online marketplace for consumers shopping for auto, home and renters, life, health and commercial insurance. The Company generates revenue by selling consumer referrals to insurance provider customers, consisting of carriers and agents, and indirect distributors in the United States. The Company is subject to a number of risks and uncertainties common to companies in similar industries and stages of development including, but not limited to, rapid technological changes, competition from substitute products and services from larger companies, protection of proprietary technology, customer concentration, patent litigation, the need to obtain additional financing to support growth and dependence on third parties and key individuals. In addition, the Company is subject to risks and uncertainties relating to the ongoing outbreak of the novel strain of coronavirus (“COVID-19”), which the World Health Organization declared a pandemic in March 2020. The COVID-19 pandemic has continued to spread throughout the United States and the world and has resulted in authorities implementing numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place 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 condensed consolidated financial statements will depend on future developments, which are highly uncertain and cannot be predicted at this time. The accompanying condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Since inception, the Company has incurred operating losses, including net losses of $5.7 million for the six months ended June 30, 2021 and $11.2 million for the year ended December 31, 2020. As of June 30, 2021, the Company had an accumulated deficit of $ 123.9 million. As of the issuance date of these condensed consolidated financial statements, the Company expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of the condensed consolidated financial statements, without considering borrowing availability of up to $25.0 million under the Company’s revolving line of credit. The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounting Policies |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The condensed consolidated balance sheet at December 31, 2020 was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 on file with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of June 30, 2021 and results of operations for the three and six months ended June 30, 2021 and 2020 and cash flows for the six months ended June 30, 2021 and 2020 have been made. The Company’s results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2021 or any other period. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition and collectability of accounts receivable, the expensing and capitalization of website and software development costs, goodwill and acquired intangible assets, commissions receivable, the contingent consideration liability, the valuation of stock-based awards and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in periods in which they become known. Actual results may differ from those estimates or assumptions. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of these condensed consolidated financial statements. These estimates may change, as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Concentrations of Credit Risk and of Significant Customers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents at three accredited financial institutions. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company sells its consumer referrals to insurance provider customers, consisting of carriers and agents, and indirect distributors in the United States. For the three months ended June 30, 2021, two customers represented 18% and 11% of total revenue, respectively. For the six months ended June 30, 2021, one customer represented 19% of total revenue. For the three months ended June 30, 2020, one customer represented 19% of total revenue. For the six months ended June 30, 2020, one customer represented 21% of total revenue. As of June 30, 2021, three customers accounted for 13%, 11% and 11% of the accounts receivable balance, respectively. As of December 31, 2020, one customer accounted for 12% of the accounts receivable balance. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents of $ 34.5 million and $15.8 million as of June 30, 2021 and December 31, 2020, respectively, consisting of money market funds, are carried at fair value based on Level 1 inputs. The carrying values of the Company’s accounts receivable, commissions receivable and commissions payable, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. The Company’s contingent consideration included in other long-term liabilities is carried at fair value based on Level 3 inputs (see Note 3). Restricted Cash As of both June 30, 2021 and December 31, 2020, 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 are classified within other assets. Cash, cash equivalents and restricted cash as of December 31, 2020 as shown in the condensed consolidated statement of cash flows of $43.1 million includes cash and cash equivalents of $42.9 million and restricted cash of $0.3 million. 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 June 30, 2021, the Company’s allowance for credit losses was less than $0.1 million. As of December 31, 2020, the Company’s allowance for credit losses was $0.1 million. Commissions Commissions receivable are contract assets that represent estimated variable consideration for commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of commissions receivable (included within prepaid expenses and other current assets) are estimated commissions expected to be received within one year, while the non-current portion of commissions receivable (included within other assets (non-current)) are expected to be received beyond one year. The Company assesses impairment for uncollectible consideration when information available indicates it is probable that an asset has been impaired. There were no impairments recorded during the three and six months ended June 30, 2021 and 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. Commissions Commissions payable represent the estimated share of policy commissions earned by the Company’s agents. The current portion of commissions payable (included within accrued expenses and other current liabilities) are estimated commissions expected to be paid within one year, while the non-current portion of commissions payable (included within other long-term liabilities) are expected to be paid beyond one year. Goodwill and Acquired Intangible Assets The Company records goodwill when consideration paid in a business acquisition exceeds the value of the net assets acquired. The Company’s estimates of fair value are based upon assumptions believed to be reasonable at that time but that are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events or circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations and comprehensive loss as operating expenses or income. Goodwill is not amortized, but rather is tested for impairment annually, or more frequently if facts and circumstances warrant a review, such as significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. The Company assesses both the existence of potential impairment and the amount of impairment loss by comparing the fair value of the reporting unit with its carrying amount, including goodwill. Intangible assets are recorded at their estimated fair values at the date of acquisition. The Company amortizes acquired intangible assets over their estimated useful lives based on the pattern of consumption of the economic benefits or, if that pattern cannot be readily determined, on a straight-line basis. Revenue Recognition The Company derives its revenue by selling consumer referrals to its insurance provider customers, including insurance carriers and agents. To determine revenue recognition for arrangements that the Company determines are within the scope of the revenue standard, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when collectability of the consideration to which the Company is entitled in exchange for the goods or services it transfers to the customer is determined to be probable. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. The Company recognizes revenue when it satisfies its performance obligations by delivering the referrals to its customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those referrals. The Company presents disaggregated revenue from contracts with customers by distribution channel as the distribution channel impacts the nature and amount of the Company’s revenue and by vertical market segment. Total revenue is comprised of revenue from the following distribution channels:
Total revenue is comprised of revenue from the following insurance verticals (in thousands):
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 June 30, 2021, the Company had not capitalized any costs to obtain its contracts. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the accompanying balance sheets. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue. Deferred revenue was $1.8 million and $1.9 million as of June 30, 2021 and December 31, 2020, respectively. During the six months ended June 30, 2021, the Company recognized revenue of $1.3 million that was included in the contract liability balance (deferred revenue) at December 31, 2020. The Company recognizes deferred revenue by first allocating from the beginning deferred revenue balance to the extent that the beginning deferred revenue balance exceeds the revenue to be recognized. Billings during the period are added to the deferred revenue balance to be recognized in future periods. Advertising Expense Advertising expense consists of variable costs that are related to attracting consumers to the Company’s marketplace and generating consumer quote requests, and promoting its marketplace to insurance carriers and agents. The Company expenses advertising costs as incurred and such costs are included in sales and marketing expense in the accompanying statements of operations and comprehensive loss. During the three months ended June 30, 2021 and 2020, advertising expense totaled $72.2 million and $54.8 million, respectively. During the six months ended June 30, 2021 and 2020, advertising expense totaled $144.6 million and $112.4 million, respectively. Net Income (Loss) per Share Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted stock units. For periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company 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:
The Company may also issue up to 97,922 shares of common stock as contingent consideration in connection with its acquisition of Crosspointe Insurance & Financial Services, LLC (see Note 3). These shares were not included in the Company’s calculation of basic or diluted net income (loss) per common share or in the table above. The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. As more fully described in Note 7, the rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one Recently In December 2019, the FASB issued ASU No. 2019-12, Income Taxes—Simplifying the Accounting for Income Taxes (Topic 740). The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles as well as clarifying and amending existing guidance to improve consistent application. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. The Company adopted this guidance on a prospective basis as of January 1, 2021 and the adoption had no impact on the Company’s financial position, results of operations or cash flows. |
Acquisition |
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisition | 3. Acquisition On September 1, 2020, the Company completed the acquisition of Crosspointe Insurance & Financial Services, LLC (“Crosspointe”), a health insurance agency headquartered in Evansville, Indiana. Crosspointe is a sales and decision support contact center that connects consumers to high quality health insurance in a customer-centric environment and serves the individual and family health, Medicare, and ancillary health product markets. This acquisition enables the Company to accelerate and expand its opportunity in the health insurance market, by providing insurance shoppers with a broader range of health insurance products through access to a greater number of carrier partners, and an improved and more personalized customer buying experience. The Crosspointe acquisition was accounted for as a purchase of a business under ASC Topic 805, Business Combinations 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 are for a fixed number of shares of Class A common stock of 39,168 shares and, as such, the Company has recorded the fair value of these shares within stockholders’ equity based on the number of shares issuable and the fair market value of Class A common stock on the acquisition date. Achievement of the third annual target will result in the issuance of a variable number of shares of Class A common stock of up to 58,754 shares and, as such, the Company has recorded the fair value of these shares as a long-term liability. The Company’s consolidated financial statements as of December 31, 2020 reflected the preliminary allocation of the purchase price to the assets and liabilities assumed based on fair value as of the date of the acquisition. The Company’s preliminary estimate of the fair value of specifically identifiable assets acquired and liabilities assumed as of the date of acquisition was subject to change upon finalizing its valuation analysis. During the three months ended March 31, 2021, the Company recorded an adjustment to goodwill of $ 0.2 million, representing an adjustment to its estimate of the fair value of commissions receivable as of the acquisition date. As of June 30, 2021, the preliminary estimates have been finalized, with no further changes to the allocation of the purchase price to the assets and liabilities assumed. The Company estimated the fair value of the shares of Class A common stock issuable upon achievement of the three annual targets as of the acquisition date. The Company remeasures the fair value of the shares of Class A common stock issuable upon the estimated achievement levels of the third annual target at each subsequent reporting date until the liability is fully settled. The Company uses a Monte Carlo simulation model in its estimates. Significant assumptions and estimates utilized in the model include the forecasted revenue, revenue volatility and discount rate. As of September 1, 2020, the acquisition date, the estimated fair value of the contingent consideration included in other long-term liabilities was $0.4 million. The Company recognizes changes in the fair value of the liability in earnings until the liability is fully settled. As of December 31, 2020, the Company estimated the fair value of the contingent consideration included in other long-term liabilities to be $2.2 million. As of June 30, 2021, the Company estimated the fair value of the contingent consideration included in other long-term liabilities to be $1.9 million, and as a result recorded the decrease in the liability of $0.3 million to acquisition-related costs for the six months ended June 30, 2021. The following tables summarize the purchase price for Crosspointe and the allocation of the purchase price (in thousands):
Customer relationships were valued using the income approach. Significant assumptions and estimates utilized in the model include the customer attrition rate and discount rate. Acquired intangible assets are amortized over their estimated useful lives of to five years based on the pattern of consumption of the economic benefits of the intangible asset. Commissions receivable were recorded at constrained lifetime values. Goodwill was recognized for the excess purchase price over the fair value of the net assets acquired. Goodwill is primarily attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and future growth. Goodwill resulting from the acquisition of Crosspointe is deductible for tax purposes. The Company incurred costs of $0.5 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. |
Goodwill and Acquired Intangible Assets |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Acquired Intangible Assets | 4. 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. Acquired intangible assets consisted of the following (in thousands):
Future amortization expense of the intangible assets as of June 30, 2021, is expected to be as follows (in thousands):
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Accrued Expenses and Other Current Liabilities |
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Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses and Other Current Liabilities | 5. Accrued Accrued expenses and other current liabilities consisted of the following (in thousands):
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Loan and Security Agreement |
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Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Loan and Security Agreement | 6. Loan and Security As of June 30, 2021, the Company had available borrowings of $25.0 million under its amended Loan and Security Agreement (the “2020 Loan Agreement”). Pursuant to the 2020 Loan Agreement, borrowings under the revolving line of credit cannot exceed 80% of eligible accounts receivable balances, bear interest at the greater of 3.25% or the prime rate and mature in August 2022. Borrowings are collateralized by substantially all of the Company’s assets and property. Under the 2020 Loan Agreement, the Company is subject to specified affirmative and negative covenants until maturity. These covenants include limitations on the Company’s ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions. In addition, the Company is required to maintain a financial performance covenant: a minimum asset coverage ratio of 1.5 to 1, calculated as the sum of unrestricted cash and qualified accounts receivable divided by borrowings outstanding under the revolving line of credit. As of June 30, 2021, the Company was in compliance with these covenants. Events which would meet the criteria of a default under the 2020 Loan Agreement include failure to make payments when due, insolvency events, failure to comply with covenants or material adverse events with respect to the Company. As of June 30, 2021, the Company had no amounts outstanding on the revolving line of credit. |
Equity |
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Equity [Abstract] | |
Equity | 7. 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. |
Stock-Based Compensation |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | 8. Stock-Based Compensation 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 (“RSUs”), 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 of Class A common stock (up to 5,028,832 shares) equal to the sum of (i) the 583,056 shares of Class A common stock and Class B common stock that were available for grant under the 2008 Plan upon the effectiveness of the 2018 Plan and (ii) the number of shares of Class A common stock and Class B common stock subject to outstanding awards under the 2008 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right (subject, in the case of incentive stock options, to any limitations of the Internal Revenue Code). The number of shares of Class A common stock that may be issued under the 2018 Plan will automatically increase on the first day of each fiscal year until, and including, the fiscal year ending December 31, 2028, equal to the least of (i) 2,500,000 shares of Class A common stock; (ii) 5% of the sum of the number of shares of Class A common stock and Class B common stock outstanding on the first day of such fiscal year; and (iii) an amount determined by the Company’s board of directors. The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2018 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan. The number of authorized shares reserved for issuance under the 2018 Plan was increased by 1,410,678 shares effective as of January 1, 2021 in accordance with the provisions of the 2018 Plan described above. As of June 30, 2021, 2,264,762 shares remain available for future grants under the 2018 Plan. Options and restricted stock units granted under the Plans vest over periods determined by the board of directors. Options granted under the Plans expire no longer than ten years from the date of the grant. The exercise price for stock options granted is not less than the fair value of common shares based on quoted market prices. Award Issuances During the six months ended June 30, 2021, the Company granted 548,885 service-based RSUs with an aggregate grant date fair value of $22.7 million. During the six months ended June 30, 2021, the Company granted 26,788 service- and performance-based RSUs with an aggregate grant date fair value of $1.3 million. Stock-Based Compensation The Company recorded stock-based compensation expense in the following expense categories of its statements of operations and comprehensive loss (in thousands):
Stock-based compensation expense for the three and six months ended June 30, 2021 included a total of $0.5 million and $ As of June 30, 2021, unrecognized compensation expense for RSUs and option awards with service-based vesting conditions and RSUs and option awards with performance-based vesting conditions either achieved or deemed probable of being achieved was $52.4 million, which is expected to be recognized over a weighted average period of 2.9 years. Additionally, the Company had unrecognized compensation expense of $3.7 million related to unvested awards with performance-based vesting conditions, which have not been deemed probable. |
Commitments and Contingencies |
6 Months Ended |
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Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments Leases The Company leases office space under various non-cancelable operating leases. There have been no material changes to the Company’s leases during the three or six months ended June 30, 2021. For additional information, please read Note 11, Leases, 10-K for the year ended December 31, 2020. 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 June 30, 2021 and December 31, 2020, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its financial statements as of June 30, 2021 and December 31, 2020. Legal Proceedings and Other Contingencies The Company was contacted by a representative from a state tax assessor’s office requesting remittance of uncollected sales taxes. The Company does not believe its services are taxable in this state and is investigating this request and intends to vigorously defend this position. If the Company does not prevail in its position, uncollected sales taxes due for the period could amount to approximately $1.5 million, including interest and penalties. The Company has not recorded any liabilities related to this matter as the loss has not been deemed probable. The Company is from time to time subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of its business. While the outcome of these other claims cannot be predicted with certainty, management does not believe that the outcome of any of these other legal matters will have a material adverse effect on the Company’s results of operations or financial condition. |
Retirement Plan |
6 Months Ended |
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Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 10. Retirement Plan The Company has established a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a
pre-tax basis. As currently established, the Company is not required to make any contributions to the 401(k) Plan. The Company contributed $0.3 million and $ 0.1 million for the three months ended June 30, 2021 and 2020, respectively, and contributed $0.5 million and $0.3 million during the six months ended June 30, 2021 and 2020, respectively. |
Related Party Transactions |
6 Months Ended |
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Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions The Company has, in the ordinary course of business, entered into arrangements with other companies who have shareholders in common with the Company. Pursuant to these arrangements, related-party affiliates receive payments for providing website visitor referrals. During the three months ended June 30, 2021 and 2020, the Company recorded expense of $0.9 million and $0.6 million, respectively, related to these arrangements. During the three months ended June 30, 2021 and 2020, the Company paid $1.0 million and $0.9 million, respectively, related to these arrangements. During the six months ended June 30, 2021 and 2020, the Company recorded expense of $1.9 million and $1.5 million, respectively, related to these arrangements. During the six months ended June 30, 2021 and 2020, the Company paid $1.8 million and $1.9 million, respectively, related to these arrangements. As of June 30, 2021, and December 31, 2020, amounts due to related-party affiliates totaled $0.6 million and $0.5 million, respectively, which were included in accounts payable on the balance sheets. |
Subsequent Events |
6 Months Ended |
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Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On July 20, 2021, the Company signed a definitive agreement to acquire PolicyFuel, LLC and its affiliated entities, a policy-sales-as-a-service |
Summary of Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unaudited Interim Financial Information | Unaudited Interim Financial Information The condensed consolidated balance sheet at December 31, 2020 was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 on file with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of June 30, 2021 and results of operations for the three and six months ended June 30, 2021 and 2020 and cash flows for the six months ended June 30, 2021 and 2020 have been made. The Company’s results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2021 or any other period. |
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Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition and collectability of accounts receivable, the expensing and capitalization of website and software development costs, goodwill and acquired intangible assets, commissions receivable, the contingent consideration liability, the valuation of stock-based awards and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, as there are changes in circumstances, facts and experience. Changes in estimates are recorded in periods in which they become known. Actual results may differ from those estimates or assumptions. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of these condensed consolidated financial statements. These estimates may change, as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. |
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Concentrations of Credit Risk and of Significant Customers | Concentrations of Credit Risk and of Significant Customers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents at three accredited financial institutions. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company sells its consumer referrals to insurance provider customers, consisting of carriers and agents, and indirect distributors in the United States. For the three months ended June 30, 2021, two customers represented 18% and 11% of total revenue, respectively. For the six months ended June 30, 2021, one customer represented 19% of total revenue. For the three months ended June 30, 2020, one customer represented 19% of total revenue. For the six months ended June 30, 2020, one customer represented 21% of total revenue. As of June 30, 2021, three customers accounted for 13%, 11% and 11% of the accounts receivable balance, respectively. As of December 31, 2020, one customer accounted for 12% of the accounts receivable balance. |
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Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company’s cash equivalents of $ 34.5 million and $15.8 million as of June 30, 2021 and December 31, 2020, respectively, consisting of money market funds, are carried at fair value based on Level 1 inputs. The carrying values of the Company’s accounts receivable, commissions receivable and commissions payable, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. The Company’s contingent consideration included in other long-term liabilities is carried at fair value based on Level 3 inputs (see Note 3). |
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Restricted Cash | Restricted Cash As of both June 30, 2021 and December 31, 2020, 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 are classified within other assets. Cash, cash equivalents and restricted cash as of December 31, 2020 as shown in the condensed consolidated statement of cash flows of $43.1 million includes cash and cash equivalents of $42.9 million and restricted cash of $0.3 million. |
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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 June 30, 2021, the Company’s allowance for credit losses was less than $0.1 million. As of December 31, 2020, the Company’s allowance for credit losses was $0.1 million. |
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Commissions Receivable | Commissions receivable are contract assets that represent estimated variable consideration for commissions to be received from insurance carriers for performance obligations that have been satisfied. The current portion of commissions receivable (included within prepaid expenses and other current assets) are estimated commissions expected to be received within one year, while the non-current portion of commissions receivable (included within other assets (non-current)) are expected to be received beyond one year. The Company assesses impairment for uncollectible consideration when information available indicates it is probable that an asset has been impaired. There were no impairments recorded during the three and six months ended June 30, 2021 and 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. |
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Commissions Payable | Commissions Commissions payable represent the estimated share of policy commissions earned by the Company’s agents. The current portion of commissions payable (included within accrued expenses and other current liabilities) are estimated commissions expected to be paid within one year, while the non-current portion of commissions payable (included within other long-term liabilities) are expected to be paid beyond one year. |
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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. |
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Revenue Recognition | Revenue Recognition The Company derives its revenue by selling consumer referrals to its insurance provider customers, including insurance carriers and agents. To determine revenue recognition for arrangements that the Company determines are within the scope of the revenue standard, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when collectability of the consideration to which the Company is entitled in exchange for the goods or services it transfers to the customer is determined to be probable. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. The Company recognizes revenue when it satisfies its performance obligations by delivering the referrals to its customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those referrals. The Company presents disaggregated revenue from contracts with customers by distribution channel as the distribution channel impacts the nature and amount of the Company’s revenue and by vertical market segment. Total revenue is comprised of revenue from the following distribution channels:
Total revenue is comprised of revenue from the following insurance verticals (in thousands):
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 June 30, 2021, the Company had not capitalized any costs to obtain its contracts. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the accompanying balance sheets. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue. Deferred revenue was $1.8 million and $1.9 million as of June 30, 2021 and December 31, 2020, respectively. During the six months ended June 30, 2021, the Company recognized revenue of $1.3 million that was included in the contract liability balance (deferred revenue) at December 31, 2020. The Company recognizes deferred revenue by first allocating from the beginning deferred revenue balance to the extent that the beginning deferred revenue balance exceeds the revenue to be recognized. Billings during the period are added to the deferred revenue balance to be recognized in future periods. |
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Advertising Expense | Advertising Expense Advertising expense consists of variable costs that are related to attracting consumers to the Company’s marketplace and generating consumer quote requests, and promoting its marketplace to insurance carriers and agents. The Company expenses advertising costs as incurred and such costs are included in sales and marketing expense in the accompanying statements of operations and comprehensive loss. During the three months ended June 30, 2021 and 2020, advertising expense totaled $72.2 million and $54.8 million, respectively. During the six months ended June 30, 2021 and 2020, advertising expense totaled $144.6 million and $112.4 million, respectively. |
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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 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:
The Company may also issue up to 97,922 shares of common stock as contingent consideration in connection with its acquisition of Crosspointe Insurance & Financial Services, LLC (see Note 3). These shares were not included in the Company’s calculation of basic or diluted net income (loss) per common share or in the table above. The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. As more fully described in Note 7, the rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one |
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Recently Adopted Accounting Pronouncements | Recently In December 2019, the FASB issued ASU No. 2019-12, Income Taxes—Simplifying the Accounting for Income Taxes (Topic 740). The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles as well as clarifying and amending existing guidance to improve consistent application. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. The Company adopted this guidance on a prospective basis as of January 1, 2021 and the adoption had no impact on the Company’s financial position, results of operations or cash flows. |
Summary of Significant Accounting Policies (Tables) |
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Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Property and Equipment Estimated Useful Lives | Total revenue is comprised of revenue from the following distribution channels:
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Disaggregation of Revenue | Total revenue is comprised of revenue from the following insurance verticals (in thousands):
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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:
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Acquisition (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Preliminary Purchase Price for Crosspointe and Preliminary Allocation of Purchase Price | The following tables summarize the purchase price for Crosspointe and the allocation of the purchase price (in thousands):
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Goodwill and Acquired Intangible Assets (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Acquired Intangible Assets | Acquired intangible assets consisted of the following (in thousands):
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Summary of Future Amortization Expense of the Intangible Assets | Future amortization expense of the intangible assets as of June 30, 2021, is expected to be as follows (in thousands):
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Accrued Expenses and Other Current Liabilities (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands):
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Stock-Based Compensation (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Stock-Based Compensation Expense of Statements of Operations and Comprehensive Loss | Stock-Based Compensation The Company recorded stock-based compensation expense in the following expense categories of its statements of operations and comprehensive loss (in thousands):
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Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|---|
Jun. 30, 2021 |
Mar. 31, 2021 |
Jun. 30, 2020 |
Mar. 31, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Dec. 31, 2020 |
|
Subsidiary, Sale of Stock [Line Items] | |||||||
Net losses | $ 1,881 | $ 3,801 | $ 2,808 | $ 1,442 | $ 5,682 | $ 4,250 | $ 11,200 |
Accumulated deficit | 123,893 | 123,893 | $ 118,211 | ||||
Revolving Credit Facility [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Credit facility borrowing capacity | $ 25,000 | $ 25,000 |
Summary of Significant Accounting Policies - Summary of Revenue by Distribution Chanel (Detail) - Sales Revenue, Net [Member] |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
Product Information [Line Items] | ||||
Revenue from Contract with Customer Percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Direct channels [Member] | ||||
Product Information [Line Items] | ||||
Revenue from Contract with Customer Percentage | 91.00% | 93.00% | 90.00% | 93.00% |
Indirect channels [Member] | ||||
Product Information [Line Items] | ||||
Revenue from Contract with Customer Percentage | 9.00% | 7.00% | 10.00% | 7.00% |
Summary of Significant Accounting Policies - Disaggregation Of Revenue (Detail) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
Product Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 105,063 | $ 78,302 | $ 208,885 | $ 159,666 |
Automotive [Member] | ||||
Product Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 86,358 | 64,594 | 170,839 | 132,235 |
Other [Member] | ||||
Product Information [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 18,705 | $ 13,708 | $ 38,046 | $ 27,431 |
Summary of Significant Accounting Policies - Summary of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 4,640,974 | 6,595,155 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,903,499 | 2,975,988 |
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 | 2,737,475 | 3,619,167 |
Acquisition - Summary of Preliminary Purchase Price for Crosspointe and Preliminary Allocation of Purchase Price (Detail) - USD ($) $ in Thousands |
Sep. 01, 2020 |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|---|
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Cash paid | $ 14,930 | ||
Fair value of contingent consideration to be settled in stock | 1,751 | ||
Total purchase price consideration | 16,681 | ||
Assets acquired and liabilities assumed: | |||
Commissions receivable (current and long-term) | 3,285 | ||
Operating lease right-of-use assets | 1,469 | ||
Goodwill | 9,969 | $ 9,969 | $ 9,794 |
Total assets acquired | 18,593 | ||
Accounts payable and accrued expenses (current and long-term) | (443) | ||
Operating lease liabilities | (1,469) | ||
Total allocation of purchase price consideration | 16,681 | ||
Customer relationships [Member] | |||
Assets acquired and liabilities assumed: | |||
Business Combination, Intangible Assets Acquired | 3,600 | ||
Other identifiable intangible assets [Member] | |||
Assets acquired and liabilities assumed: | |||
Business Combination, Intangible Assets Acquired | $ 270 |
Goodwill and Acquired Intangible Assets - Summary of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2021 |
Dec. 31, 2020 |
|
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 3,870 | $ 3,870 |
Accumulated Amortization | (1,109) | (504) |
Carrying Value | $ 2,761 | $ 3,366 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life | 5 years | 5 years |
Gross Amount | $ 3,600 | $ 3,600 |
Accumulated Amortization | (1,006) | (464) |
Carrying Value | $ 2,594 | $ 3,136 |
Other identifiable intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life | 3 years 8 months 12 days | 3 years 8 months 12 days |
Gross Amount | $ 270 | $ 270 |
Accumulated Amortization | (103) | (40) |
Carrying Value | $ 167 | $ 230 |
Goodwill and Acquired Intangible Assets - Summary Of Future Amortization Expense Of The Intangible Assets (Detail) - USD ($) $ in Thousands |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (Remaining six months) | $ 577 | |
2022 | 826 | |
2023 | 609 | |
2024 | 440 | |
2025 | 309 | |
Total | $ 2,761 | $ 3,366 |
Goodwill and Acquired Intangible Assets - Additional Information (Detail) $ in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2021
USD ($)
Units
| |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment loss | $ | $ 0 |
Number of Reporting Units | Units | 1 |
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Payables and Accruals [Abstract] | ||
Accrued employee compensation and benefits | $ 3,034 | $ 4,105 |
Accrued advertising expenses | 10,732 | 2,596 |
Other current liabilities | 3,197 | 2,720 |
Accrued expenses and other current liabilities | $ 16,963 | $ 9,421 |
Loan and Security Agreement - Additional Information (Detail) - USD ($) |
1 Months Ended | 6 Months Ended |
---|---|---|
Aug. 31, 2020 |
Jun. 30, 2021 |
|
Loan and Security Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Revolving line of credit outstanding amount | $ 0 | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility borrowing capacity | 25,000,000.0 | |
Revolving Credit Facility [Member] | Loan and Security Agreement [Member] | 2020 Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility borrowing capacity | $ 25,000,000.0 | |
Maximum percentage borrowings of eligible accounts receivable | 80.00% | |
Debt instrument, interest rate description | bear interest at the greater of 3.25% or the prime rate | |
Debt instrument interest rate during period minimum stated percentage | 3.25% | |
Debt Instrument, Covenant Description | the Company is required to maintain a financial performance covenant: a minimum asset coverage ratio of 1.5 to 1, calculated as the sum of unrestricted cash and qualified accounts receivable divided by borrowings outstanding under the revolving line of credit. As of June 30, 2021, the Company was in compliance with these covenants. Events which would meet the criteria of a default under the 2020 Loan Agreement include failure to make payments when due, insolvency events, failure to comply with covenants or material adverse events with respect to the Company. | |
Maturity date | 2022-08 |
Equity - Additional Information (Detail) |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
Class A Common Stock [Member] | |
Class of Stock [Line Items] | |
Common stock, voting right | Class A common stock entitles the holder to one vote for each share |
Class B Common Stock [Member] | |
Class of Stock [Line Items] | |
Common stock, voting right | Class B common stock entitles the holder to ten votes for each share |
Common stock, conversion features | Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time. Automatic conversion shall occur upon the occurrence of a transfer of such share of Class B common stock or at the date and time, or the occurrence of an event, specified by a vote or written consent of the holders of a majority of the voting power of the then outstanding shares of Class B common stock. A transfer is described as a sale, assignment, transfer, conveyance, hypothecation or disposition of such share or any legal or beneficial interest in such share other than certain permitted transfers as described in the Restated Certificate of Incorporation, including a transfer to a holder of Preferred Stock. Each share of Class B common stock held by a stockholder shall automatically convert into one fully paid and non-assessable share of Class A common stock nine months after the death or incapacity of the holder of such Class B common stock. |
Commitments and Contingencies -Additional Information (Detail) $ in Millions |
Jun. 30, 2021
USD ($)
|
---|---|
Operating Leased Assets [Line Items] | |
Nonprobable Sales Tax Due | $ 1.5 |
Retirement Plan - Additional Information (Detail) - USD ($) $ in Millions |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
Retirement Benefits [Abstract] | ||||
Contribution to defined contribution savings plan | $ 0.3 | $ 0.1 | $ 0.5 | $ 0.3 |
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Dec. 31, 2020 |
|
Related Party Transactions [Abstract] | |||||
Expense from transactions with related party | $ 0.9 | $ 0.6 | $ 1.9 | $ 1.5 | |
Payment to related party | 1.0 | $ 0.9 | 1.8 | $ 1.9 | |
Due to affiliate | $ 0.6 | $ 0.6 | $ 0.5 |
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands |
Jul. 20, 2021 |
Sep. 01, 2020 |
---|---|---|
Subsequent Event [Line Items] | ||
Payment to acquire business | $ 14,930 | |
Subsequent Event [Member] | TEXAS | PolicyFuel LLC [Member] | ||
Subsequent Event [Line Items] | ||
Payment to acquire business | $ 16,000 | |
Business combination contingent consideration period of achievement | 3 years |
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