carg-10q_20180630.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission File Number: 001-38233

 

CARGURUS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

04-3843478

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

 

2 Canal Park, 4th Floor
Cambridge, Massachusetts

02141

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (617) 354-0068

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes      No    

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

Non-accelerated filer

 

  (Do not check if a small reporting company)

  

Small reporting company

 

 

 

 

 

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of July 31, 2018, the registrant had 88,762,521 shares of Class A common stock, $0.001 par value per share, and 20,702,084 shares of Class B common stock, par value $0.001 per share, outstanding.

 

 

 


 

Table of Contents

 

 

 

 

Page

PART I.

 

FINANCIAL INFORMATION

 

Item 1.

 

Financial Statements

1

 

 

Unaudited Condensed Consolidated Balance Sheets

1

 

 

Unaudited Condensed Consolidated Income Statements

2

 

 

Unaudited Condensed Consolidated Statements of Comprehensive Income

3

 

 

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

4

 

 

Unaudited Condensed Consolidated Statements of Cash Flows

5

 

 

Notes to Unaudited Condensed Consolidated Financial Statements

6

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

31

Item 4.

 

Controls and Procedures

31

 

PART II.

 

 

OTHER INFORMATION

32

Item 1.

 

Legal Proceedings

32

Item 1A.

 

Risk Factors

32

Item 6.

 

Exhibits

52

Signatures

53

 


ii


 

SPECIAL NOTE REGARDING FORWARD‑LOOKING STATEMENTS

This report contains forward‑looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward‑looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward‑looking statements because they contain words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “likely,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Forward-looking statements contained in this report include, but are not limited to, statements about:

 

our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses, ability to generate cash flow, and ability to achieve, and maintain, future profitability;

 

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 expand internationally;

 

the impact of competition in our industry and innovation by our competitors;

 

the impact of accounting pronouncements;

 

the impact of litigation;

 

our ability to hire and retain necessary qualified employees to expand our operations;

 

our ability to adequately protect our intellectual property;

 

our ability to stay abreast of new or modified laws and regulations that currently apply or become applicable to our business;

 

our ability to overcome challenges facing the automotive industry ecosystem, including global supply chain challenges, changes to trade policies and other macroeconomic issues;

 

the increased expenses and administrative workload associated with being a public company;

 

failure to maintain an effective system of internal controls necessary to accurately report our financial results and prevent fraud;

 

our expectations regarding cash generation and the sufficiency of our cash to fund our operations; and

 

the future trading prices of our Class A common stock.

You should not rely upon forward‑looking statements as predictions of future events. We have based the forward‑looking statements contained in this report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, and growth prospects. The outcome of the events described in these forward‑looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward‑looking statements contained in this report. Further, our forward‑looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make. We cannot assure you that the results, events, and circumstances reflected in the forward‑looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward‑looking statements.

The forward‑looking statements made in this report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward‑looking statements made in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as required by law.

 

 

iii


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CarGurus, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

 

 

 

At

June 30,

2018

 

 

At

December 31,

2017

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

31,762

 

 

$

87,709

 

Investments

 

 

110,000

 

 

 

50,000

 

Accounts receivable, net of allowance for doubtful accounts of $551

   and $494, respectively

 

 

11,432

 

 

 

12,577

 

Prepaid expenses, prepaid income taxes and other current assets

 

 

11,090

 

 

 

6,918

 

Total current assets

 

 

164,284

 

 

 

157,204

 

Property and equipment, net

 

 

16,221

 

 

 

16,563

 

Restricted cash

 

 

3,604

 

 

 

1,843

 

Deferred tax assets

 

 

29,049

 

 

 

825

 

Other long–term assets

 

 

143

 

 

 

159

 

Total assets

 

$

213,301

 

 

$

176,594

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

30,476

 

 

$

23,908

 

Accrued expenses, accrued income taxes and other current liabilities

 

 

11,290

 

 

 

13,588

 

Deferred revenue

 

 

7,577

 

 

 

4,305

 

Deferred rent

 

 

1,206

 

 

 

1,165

 

Total current liabilities

 

 

50,549

 

 

 

42,966

 

Deferred rent, net of current portion

 

 

5,206

 

 

 

5,648

 

Other non–current liabilities

 

 

1,155

 

 

 

955

 

Total liabilities

 

 

56,910

 

 

 

49,569

 

Commitments and contingencies (Note 6)

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Class A common stock, $0.001 par value per share; 500,000,000 shares

   authorized; 88,682,807 and 77,884,754 shares issued and outstanding

   at June 30, 2018 and December 31, 2017, respectively.

 

 

89

 

 

 

78

 

Class B common stock, $0.001 par value per share; 100,000,000 shares

   authorized; 20,702,084 and 28,226,104 shares issued and outstanding

   at June 30, 2018 and December 31, 2017, respectively.

 

 

21

 

 

 

28

 

Additional paid-in capital

 

 

179,716

 

 

 

185,190

 

Accumulated deficit

 

 

(23,583

)

 

 

(58,499

)

Accumulated other comprehensive income

 

 

148

 

 

 

228

 

Total stockholders’ equity

 

 

156,391

 

 

 

127,025

 

Total liabilities and stockholders’ equity

 

$

213,301

 

 

$

176,594

 

 

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

1


 

CarGurus, Inc.

Unaudited Condensed Consolidated Income Statements

(in thousands, except share and per share data)

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenue

$

110,325

 

 

$

76,240

 

 

$

209,026

 

 

$

143,275

 

Cost of revenue(1)

 

5,959

 

 

 

4,322

 

 

 

11,528

 

 

 

7,647

 

Gross profit

 

104,366

 

 

 

71,918

 

 

 

197,498

 

 

 

135,628

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

80,933

 

 

 

55,533

 

 

 

152,441

 

 

 

104,604

 

Product, technology, and development

 

11,844

 

 

 

4,709

 

 

 

20,942

 

 

 

8,357

 

General and administrative

 

9,541

 

 

 

5,033

 

 

 

17,412

 

 

 

9,092

 

Depreciation and amortization

 

604

 

 

 

648

 

 

 

1,337

 

 

 

1,196

 

Total operating expenses

 

102,922

 

 

 

65,923

 

 

 

192,132

 

 

 

123,249

 

Income from operations

 

1,444

 

 

 

5,995

 

 

 

5,366

 

 

 

12,379

 

Other income, net

 

703

 

 

 

53

 

 

 

985

 

 

 

217

 

Income before income taxes

 

2,147

 

 

 

6,048

 

 

 

6,351

 

 

 

12,596

 

(Benefit from) provision for income taxes

 

(29,118

)

 

 

1,702

 

 

 

(28,565

)

 

 

4,043

 

Net income

$

31,265

 

 

$

4,346

 

 

$

34,916

 

 

$

8,553

 

Reconciliation of net income to net income

   attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

31,265

 

 

$

4,346

 

 

$

34,916

 

 

$

8,553

 

Net income attributable to participating securities

 

 

 

 

(2,563

)

 

 

 

 

 

(5,045

)

Net income attributable to common stockholders — basic

$

31,265

 

 

$

1,783

 

 

$

34,916

 

 

$

3,508

 

Net income

$

31,265

 

 

$

4,346

 

 

$

34,916

 

 

$

8,553

 

Net income attributable to participating securities

 

 

 

 

(2,468

)

 

 

 

 

 

(4,853

)

Net income attributable to common stockholders — diluted

$

31,265

 

 

$

1,878

 

 

$

34,916

 

 

$

3,700

 

Net income per share attributable to common stockholders:

   (Note 8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.29

 

 

$

0.04

 

 

$

0.32

 

 

$

0.08

 

Diluted

$

0.28

 

 

$

0.04

 

 

$

0.31

 

 

$

0.08

 

Weighted-average number of shares of common stock used in

   computing net income per share attributable to common

   stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

108,500,802

 

 

 

42,162,718

 

 

 

107,726,105

 

 

 

42,122,339

 

Diluted

 

113,081,209

 

 

 

46,097,163

 

 

 

113,215,564

 

 

 

46,182,359

 

 

(1)

Includes depreciation and amortization expense for the three months ended June 30, 2018 and 2017 and for the six months ended June 30, 2018 and 2017 of $616, $269, $1,120 and $391, respectively.

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

2


 

CarGurus, Inc.

Unaudited Condensed Consolidated Statements of Comprehensive Income

(in thousands)

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net income

$

31,265

 

 

$

4,346

 

 

$

34,916

 

 

$

8,553

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

(152

)

 

 

137

 

 

 

(80

)

 

 

157

 

Comprehensive income

$

31,113

 

 

$

4,483

 

 

$

34,836

 

 

$

8,710

 

 

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

 

 

3


 

CarGurus, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share data)

 

 

Class A

Common Stock

 

 

Class B

Common Stock

 

 

Additional

Paid–in

 

 

Accumulated

Other

Comprehensive

 

 

Accumulated

 

 

Total

Stockholders’

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Income

 

 

Deficit

 

 

Equity

 

Balance at December 31, 2017

 

77,884,754

 

 

$

78

 

 

 

28,226,104

 

 

$

28

 

 

$

185,190

 

 

$

228

 

 

$

(58,499

)

 

$

127,025

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

34,916

 

 

 

34,916

 

Stock–based compensation expense

 

 

 

 

 

 

 

 

 

 

 

 

 

9,633

 

 

 

 

 

 

 

 

 

9,633

 

Issuance of common stock upon exercise of stock options

 

2,473,318

 

 

 

3

 

 

 

10,690

 

 

 

 

 

 

2,382

 

 

 

 

 

 

 

 

 

2,385

 

Issuance of common stock upon vesting of restricted

   stock units

 

1,261,495

 

 

 

1

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

Payment of withholding taxes on net share settlements of

   equity awards

 

(471,470

)

 

 

 

 

 

 

 

 

 

 

 

(17,488

)

 

 

 

 

 

 

 

 

(17,488

)

Conversion of common stock

 

7,534,710

 

 

 

7

 

 

 

(7,534,710

)

 

 

(7

)

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(80

)

 

 

 

 

 

(80

)

Balance at June 30, 2018

 

88,682,807

 

 

$

89

 

 

 

20,702,084

 

 

$

21

 

 

$

179,716

 

 

$

148

 

 

$

(23,583

)

 

$

156,391

 

 

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

 

 

 

4


CarGurus, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Six Months Ended

June 30,

 

 

 

2018

 

 

2017

 

Operating Activities

 

 

 

 

 

 

 

 

Net income

 

$

34,916

 

 

$

8,553

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

2,457

 

 

 

1,587

 

Unrealized currency (gain) loss on foreign denominated transactions

 

 

(19

)

 

 

128

 

Deferred taxes

 

 

(28,224

)

 

 

410

 

Provision for doubtful accounts

 

 

722

 

 

 

380

 

Stock-based compensation expense

 

 

9,423

 

 

 

150

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

418

 

 

 

(2,720

)

Prepaid expenses, prepaid income taxes, and other assets

 

 

(4,312

)

 

 

(890

)

Accounts payable

 

 

7,338

 

 

 

1,200

 

Accrued expenses, accrued income taxes, and other current liabilities

 

 

(1,991

)

 

 

(784

)

Deferred revenue

 

 

3,315

 

 

 

1,251

 

Deferred rent

 

 

(434

)

 

 

668

 

Other non-current liabilities

 

 

239

 

 

 

157

 

Net cash provided by operating activities

 

 

23,848

 

 

 

10,090

 

Investing Activities

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(981

)

 

 

(1,976

)

Capitalization of website development costs

 

 

(725

)

 

 

(947

)

Investments in certificates of deposit

 

 

(130,000

)

 

 

(30,000

)

Maturities of certificates of deposit

 

 

70,000

 

 

 

26,774

 

Net cash used in investing activities

 

 

(61,706

)

 

 

(6,149

)

Financing Activities

 

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

2,385

 

 

 

168

 

Payment of initial public offering costs

 

 

(1,142

)

 

 

(305

)

Payment of withholding taxes on net share settlements of equity awards

 

 

(17,488

)

 

 

 

Net cash used in financing activities

 

 

(16,245

)

 

 

(137

)

Impact of foreign currency on cash, cash equivalents, and restricted cash

 

 

(83

)

 

 

29

 

Net (decrease) increase in cash, cash equivalents, and restricted cash

 

 

(54,186

)

 

 

3,833

 

Cash, cash equivalents, and restricted cash at beginning of period

 

 

89,552

 

 

 

31,520

 

Cash, cash equivalents, and restricted cash at end of period

 

$

35,366

 

 

$

35,353

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$

2,280

 

 

$

647

 

Cash paid for interest

 

$

10

 

 

$

12

 

Supplemental disclosure of non-cash investing activities:

 

 

 

 

 

 

 

 

Unpaid purchases of property and equipment

 

$

712

 

 

$

2,271

 

Capitalized stockholders' compensation in website development costs

 

$

210

 

 

$

 

Unpaid deferred initial public offering costs

 

$

 

 

$

1,549

 

 

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

5


 

CarGurus, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(dollars in thousands, except share and per share data, unless otherwise noted)

1. Organization and Business Description

CarGurus, Inc. (the “Company”), is a global, online automotive marketplace connecting buyers and sellers of new and used cars. Using proprietary technology, search algorithms, and innovative data analytics, the Company provides information and analysis that create a differentiated automotive search experience for consumers. The Company’s marketplace empowers users worldwide with unbiased third-party validation on pricing and dealer reputation, as well as other useful information that aids them in finding “Great Deals from Top-Rated Dealers.”

The Company is headquartered in Cambridge, Massachusetts and was incorporated in the State of Delaware on June 26, 2015. The Company operates principally in the United States and has also launched marketplaces in Canada, the United Kingdom, Germany, Italy, and Spain. The Company has wholly owned subsidiaries in the United States, Canada, Ireland, and the United Kingdom.

The Company is subject to a number of risks and uncertainties common to companies in its and similar industries and stages of development including, but not limited to, rapid technological changes, competition from substitute products and services from larger companies, management of international activities, protection of proprietary rights, patent litigation, and dependence on key individuals. 

 

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim condensed consolidated financial statements (the “Unaudited Condensed Consolidated Financial Statements”) are unaudited. These Unaudited 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, 2017 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission (“SEC”) on March 1, 2018 (the “2017 Annual Report”).

The Unaudited Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The Unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2018 and December 31, 2017, results of operations for the three and six months ended June 30, 2018 and 2017, and cash flows for the six months ended June 30, 2018 and 2017. These interim period results are not necessarily indicative of the results to be expected for any other interim period or the full year.

The accompanying Unaudited Condensed Consolidated Financial Statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the Unaudited Condensed Consolidated Financial Statements. As of June 30, 2018, there have been no material changes in the Company's significant accounting policies from those that were disclosed in the 2017 Annual Report.

Principles of Consolidation

The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of CarGurus, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company prepares its Unaudited Condensed Consolidated Financial Statements and related disclosures in conformity with GAAP.

Subsequent Event Considerations

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure.

6


 

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, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.

Significant estimates relied upon in preparing these Unaudited Condensed Consolidated Financial Statements include revenue recognition and revenue reserves, contingent liabilities, allowances for doubtful accounts, expected future cash flows used to evaluate the recoverability of long‑lived assets, the expensing and capitalization of product, technology, and development costs for website development and internal‑use software, the determination of the fair value of stock awards issued prior to the Company’s initial public offering (“IPO”), stock‑based compensation expense, and the recoverability of the Company’s net deferred tax assets and related valuation allowance.

Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or JOBS Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The Company may take advantage of these exemptions until the Company ceases to be an emerging growth company. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards and as a result of this election, its financial statements may not be comparable to companies that comply with public company effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of the IPO or such earlier time that it is no longer an emerging growth company. The Company would cease to be an emerging growth company if it has more than $1.07 billion in annual revenue, at the end of its fiscal year when it had more than $700.0 million in market value of its stock held by non‑affiliates as of the last business day of the its most recently completed second fiscal quarter (and it has been a public company for at least 12 months, and has filed one Annual Report on Form 10‑K), or it issues more than $1.0 billion of non‑convertible debt securities over a three‑year period.

Because the market value of the Company’s Class A common stock held by non-affiliates exceeded $700.0 million as of June 29, 2018, the Company will have been public for more than one year and it has filed its 2017 Annual Report, the Company will cease to be an emerging growth company as of December 31, 2018. As a result, beginning with the Company’s Annual Report on Form 10-K for the year ending December 31, 2018, the Company will be subject to certain requirements that apply to other public companies but did not previously apply to the Company due to its status as an emerging growth company, including the provisions of Section 404 of the Sarbanes-Oxley Act, which require that the Company’s independent registered public accounting firm provides an attestation report on the effectiveness of the Company’s internal control over financial reporting.

Concentration of Credit Risk

The Company has no significant off‑balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, investments, and trade accounts receivable. The Company maintains its cash, cash equivalents, and investments principally with accredited financial institutions of high credit standing. Although the Company deposits its cash and investments with multiple financial institutions, its deposits, at times, may exceed federally insured limits.

Credit risk with respect to accounts receivable is dispersed due to the large number of customers. The Company routinely assesses the creditworthiness of its customers. The Company generally has not experienced any material losses related to receivables from individual customers, or groups of customers. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable.

For the six months ended June 30, 2018 and the year ended December 31, 2017, no individual customer accounted for more than 10% of total revenue.

7


 

As of June 30, 2018, three customers accounted for 20%, 14% and 14% of net accounts receivable, respectively. As of December 31, 2017, two customers accounted for 29% and 17% of net accounts receivable, respectively. No other individual customer accounted for more than 10% of net accounts receivable at June 30, 2018 or December 31, 2017.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard setting bodies and adopted by the Company on or prior to the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

Revenue Recognition

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which modifies how all entities recognize revenue, and consolidates into one Accounting Standards Codification (“ASC”) Topic (ASC Topic 606, Revenue from Contracts with Customers) the current guidance found in ASC Topic 605, and various other revenue accounting standards for specialized transactions and industries. ASU 2014-09 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 may be applied using either a full retrospective approach, under which all years included in the financial statements will be presented under the revised guidance, or a modified retrospective approach, under which financial statements will be prepared under the revised guidance for the year of adoption, but not for prior years. Under the latter method, entities will recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the entity at the date of adoption. The Company currently expects to adopt the standard using the modified retrospective method.

In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date (“ASU 2015-14”), which defers the effective date of ASU 2014-09 by one year. ASU 2014-09 is now effective for certain public entities for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. For all other entities, including emerging growth companies, the guidance in ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Since the Company will cease to be an emerging growth company as of December 31, 2018, the Company is required to adopt the standard during the fourth quarter of 2018.

The Company has developed an implementation plan to adopt this new guidance. As part of this plan, the Company is continuing to assess the impact of the new guidance on its results of operations. Based on the Company’s procedures performed to date, nothing has come to its attention that would indicate that the adoption of ASU 2014-09 will have a material impact on its revenue recognition; however, further analysis is required and the Company will continue to evaluate the impact that this guidance will have on its financial statements and related disclosures throughout 2018. While the Company is still evaluating the impact that this guidance will have on its financial statements and related disclosures, the Company’s preliminary assessment is that there will be an impact relating to the accounting for costs to acquire a contract; however, the Company has yet to determine if the impact will be material. Under the standard, the Company will be required to capitalize certain costs, primarily commission expense to sales representatives, on its consolidated balance sheet and amortize such costs over the period of performance for the underlying customer contracts.

Other Recent Accounting Pronouncements

In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) (“ASU 2018-07”).  ASU 2018-07 expands the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from non-employees. The amendments in this update state that an entity should apply the requirements of Topic 718 to non-employee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers.  The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but

8


 

no earlier than an entity’s adoption date of Topic 606. The Company has assessed the impact of this guidance on its consolidated financial statements and does not deem it to be material. The Company plans to adopt the guidance on January 1, 2019.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires a lessee to recognize most leases on the balance sheet but recognize expenses on the income statement in a manner similar to current practice. The update states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying assets for the lease term. Leases will continue to be classified as either financing or operating, with classification affecting the recognition, measurement, and presentation of expenses and cash flows arising from a lease. For certain public entities, the new standard is effective for interim and annual periods beginning on or after January 1, 2019, with early adoption permitted. For all other entities, including emerging growth companies, the new standard is effective for annual periods beginning after December 15, 2019, with early adoption permitted. While the Company is still evaluating the impact this guidance may have on its consolidated financial statements, it anticipates that such guidance will materially impact its Balance Sheet.

 

3. Fair Value of Financial Instruments Including Cash, Cash Equivalents and Investments

ASC 820, Fair Value Measurements and Disclosures, establishes a three-level valuation hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as the exchange price, or exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company uses valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1 — Quoted unadjusted prices for identical instruments in active markets.

Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all observable inputs and significant value drivers are observable in active markets.

Level 3 — Model-derived valuations in which one or more significant inputs or significant value drivers are unobservable, including assumptions developed by the Company.

The valuation techniques that may be used to measure fair value are as follows:

Market Approach — Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Income Approach — Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option pricing models, and excess earnings method.

Cost Approach — Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

The following tables present, for each of the fair value levels, the Company’s assets that are measured at fair value on a recurring basis at June 30, 2018 and at December 31, 2017:

 

 

 

At June 30, 2018

 

 

 

Quoted Prices

in Active Markets

for Identical Assets

(Level 1 Inputs)

 

 

Significant Other

Observable Inputs

(Level 2 Inputs)

 

 

Significant

Unobservable Inputs

(Level 3 Inputs)

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

1,085

 

 

$

 

 

$

 

 

$

1,085

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

 

 

 

 

110,000

 

 

 

 

 

 

110,000

 

Total

 

$

1,085

 

 

$

110,000

 

 

$

 

 

$

111,085

 

9


 

 

 

 

At December 31, 2017

 

 

 

Quoted Prices

in Active Markets

for Identical Assets

(Level 1 Inputs)

 

 

Significant Other

Observable Inputs

(Level 2 Inputs)

 

 

Significant

Unobservable Inputs

(Level 3 Inputs)

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

60,709

 

 

$

 

 

$

 

 

$

60,709

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

 

 

 

 

50,000

 

 

 

 

 

 

50,000

 

Total

 

$

60,709

 

 

$

50,000

 

 

$

 

 

$

110,709

 

 

Certificates of deposit at June 30, 2018 and December 31, 2017 had maturity dates of one year or less.

 

The Company measures eligible assets and liabilities at fair value with changes in value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities, and did not elect the fair value option for any financial assets and liabilities transacted in the six months ended June 30, 2018 or the year ended December 31, 2017.

The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. Investments not classified as cash equivalents with maturities one year or less from the balance sheet date are classified as short-term investments, while investments with maturities in excess of one year from the balance sheet date are classified as long-term investments. Management determines the appropriate classification of investments at the time of purchase, and re-evaluates such determination at each balance sheet date.

Cash and cash equivalents primarily consist of cash on deposit with banks, and amounts held in interest-bearing money market accounts. Cash equivalents are carried at cost, which approximates their fair market value.

The following is a summary of cash, cash equivalents, and investments as of June 30, 2018 and December 31, 2017.

 

 

 

 

 

 

 

At June 30, 2018

 

 

 

Amortized Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair Value

 

Cash and cash equivalents due in 90 days or less

 

$

31,762

 

 

$

 

 

$

 

 

$

31,762

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit due in one year or less

 

 

110,000

 

 

 

 

 

 

 

 

 

 

 

110,000

 

Total cash, cash equivalents, and investments

 

$

141,762

 

 

$

 

 

$

 

 

$

141,762

 

 

 

 

 

 

 

 

At December 31, 2017

 

 

 

Amortized Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair Value

 

Cash and cash equivalents due in 90 days or less

 

$

87,709

 

 

$

 

 

$

 

 

$

87,709

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit due in one year or less

 

 

50,000

 

 

 

 

 

 

 

 

 

 

 

50,000

 

Total cash, cash equivalents, and investments

 

$

137,709

 

 

$

 

 

$

 

 

$

137,709

 

 

10


 

4. Property and Equipment, Net

Property and equipment consists of the following:

 

 

 

At

June 30,

2018

 

 

At

December 31,

2017

 

Computer equipment

 

$

3,859

 

 

$

3,532

 

Capitalized software

 

 

220

 

 

 

174

 

Website development costs

 

 

5,813

 

 

 

4,895

 

Furniture and fixtures

 

 

4,542

 

 

 

4,421

 

Leasehold improvements

 

 

10,805

 

 

 

10,797

 

Construction in progress

 

 

68

 

 

 

46

 

 

 

 

25,307

 

 

 

23,865

 

Less accumulated depreciation

 

 

(9,086

)

 

 

(7,302

)

Property and equipment, net

 

$

16,221

 

 

$

16,563

 

 

Depreciation and amortization expense on property and equipment for the three months ended June 30, 2018 and 2017 and for the six months ended June 30, 2018 and 2017 was $1,220, $917, $2,457 and $1,587, respectively.

 

5. Accrued expenses, accrued income taxes and other current liabilities

Accrued expenses, accrued income taxes and other current liabilities consist of the following:

 

 

 

At

June 30,

2018

 

 

At

December 31,

2017

 

Accrued bonuses

 

 

4,740

 

 

$

7,807

 

Accrued commissions

 

 

2,603

 

 

 

1,581

 

Other accrued expenses, accrued income taxes and other current

   liabilities

 

 

3,947

 

 

 

4,200

 

 

 

$

11,290

 

 

$

13,588

 

 

6. Commitments and Contingencies

Operating Leases

The Company’s lease obligations consist of various leases for office space in: Cambridge, Massachusetts; Detroit, Michigan; and Dublin, Ireland, with various lease terms through 2033. The terms of the Company’s Massachusetts lease agreements provide for rental payments that increase on an annual basis. The Company recognizes rent expense on a straight-line basis over the lease period. The Company does not have any debt or material capital lease obligations as of June 30, 2018 and all of the Company’s property, equipment, and software have been purchased with cash with the exception of $712 of unpaid property and equipment costs as of June 30, 2018. The Company has no material long-term purchase obligations outstanding with any vendors or third parties.

As of June 30, 2018, there were no material changes in the Company’s contractual obligations and commitments from those disclosed in the 2017 Annual Report, other than as discussed below.

On June 19, 2018, the Company entered into an additional operating lease in Cambridge, Massachusetts, comprised of 48,393 square feet of office space and with a non-cancellable lease term through 2033. Under the terms of the lease, the Company will pay an annual fixed rent of $68.00 per rentable square foot, resulting in an aggregate annual fixed rent of $3,291, subject to an annual increase through the term of the lease.

At June 30, 2018 and December 31, 2017, restricted cash was $3,604 and $1,843, respectively, and primarily related to cash held at a financial institution in an interest‑bearing cash account as collateral for three letters of credit related to the contractual provisions for the Company’s building lease security deposits. As of June 30, 2018 and December 31, 2017, the restricted cash is classified as a long‑term asset.

11


 

Legal Matters

The Company, from time to time, is party to litigation arising in the ordinary course of business. Management does not believe that the outcome of these claims will have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company based on the status of proceedings at this time.

Guarantees and Indemnification Obligations

In the ordinary course of business, the Company enters into agreements with its customers that are consistent with industry practice with respect to licensing, infringement, indemnification, and other standard provisions. The Company does not, in the ordinary course, agree to indemnification obligations for the Company under its contracts with customers. Based on historical experience and information known at June 30, 2018 and December 31, 2017, the Company has not incurred any costs for guarantees or indemnities.

7. Stock-based Compensation

For the three months ended June 30, 2018 and 2017, total stock-based compensation expense was $5,605 and $74, respectively. For the six months ended June 30, 2018 and 2017, total stock-based compensation expense was $9,423 and $150, respectively. The following two tables show stock compensation expense by award type and where the stock compensation expense is recorded in the Company’s Unaudited Condensed Consolidated Income Statements:

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Options

 

$

64

 

 

$

74

 

 

$

129

 

 

$

150

 

RSUs

 

 

5,541

 

 

 

 

 

 

9,294

 

 

 

 

Total stock-based compensation expense

 

$

5,605

 

 

$

74

 

 

$

9,423

 

 

$

150

 

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Cost of revenue

 

$

92

 

 

$

5

 

 

$

181

 

 

$

10

 

Sales and marketing expense

 

 

1,536

 

 

 

35

 

 

 

2,546

 

 

 

73

 

Product, technology, and development

   expense

 

 

2,658

 

 

 

23

 

 

 

4,319

 

 

 

48

 

General and administrative expense

 

 

1,319

 

 

 

11

 

 

 

2,377

 

 

 

19

 

Total

 

$

5,605

 

 

$

74

 

 

$

9,423

 

 

$

150

 

 

 

Excluded from stock-based compensation expense is $210 of capitalized website development costs in the six months ended June 30, 2018. Stock-based compensation expenses related to capitalized website development costs were immaterial for the three months ended June 30, 2018 and 2017 and for the six months ended June 30, 2017

 

During the three months ended June 30, 2018, the Company withheld 471,470 shares of Class A common stock to satisfy employee tax withholding requirements due to net share settlement. The shares withheld remain in the authorized, but unissued pool under the Company’s Omnibus Equity Compensation Plan and can be reissued by the Company. Total payments of $17,488 for the employees’ tax obligations to the taxing authorities due to net share settlements are reflected as a financing activity within the Unaudited Condensed Consolidated Statements of Cash Flows.

 

 

8. Earnings Per Share

Net income per share for the three and six months ended June 30, 2018 is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period. The Company computes the weighted-average number of common shares outstanding during the reporting period using the total number of shares of Class A common stock and Class B common stock outstanding as of the last day of the previous year end reporting period plus the weighted-average of any additional shares issued and outstanding during the reporting period.

Net income per share for the three and six months ended June 30, 2017 is computed using the two-class method, which includes the weighted-average number of shares of common stock outstanding during the period and other securities that participate in dividends (a participating security). As of June 30, 2017, the Company had convertible preferred stock outstanding. The Company

12


 

considered the convertible preferred stock to be participating securities because they included rights to participate in dividends with the common stock. On October 16, 2017, in connection with the closing of the IPO, all of the outstanding shares of convertible preferred stock automatically converted into 20,188,226 shares of Class A common stock and 40,376,452 shares of Class B common stock. As a result, there were no shares of preferred stock outstanding at the closing of the IPO and the Company has not issued any new shares of preferred stock since such closing.

Under the two-class method, basic net income per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share attributable to common stockholders is computed using the more dilutive of (1) the two-class method or (2) the if-converted method. The Company allocated net income first to preferred stockholders based on dividend rights under the Company’s certificate of incorporation that was in effect prior to the closing of the IPO and then to preferred and common stockholders based on ownership interests.

The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. 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 or automatically upon certain events described in the Company’s amended and restated certificate of incorporation, including on either the death or voluntary termination of the Company’s Chief Executive Officer. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one‑to‑one basis when computing net income per share. As a result, basic and diluted net income per share of Class A common stock and per share of Class B common stock are equivalent.

During the six months ended June 30, 2018, holders of Class B common stock elected to convert 7,534,710 shares of Class B c