0001476840-24-000215 | 10-Q | XBRL Viewer

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RELATED PARTY TRANSACTIONS	9 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS During the nine months ended September 30, 2024 and 2023, Expensify, Inc. made no contributions and contributed $0.2 million, respectively, to Expensify.org, a nonprofit benefit organization established by the Company. There were no commitments from Expensify, Inc. that remained open for contribution as of September 30, 2024 and December 31, 2023. There are no other significant related party transactions for the Company as of September 30, 2024, except as noted elsewhere in these condensed consolidated financial statements.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

GENERAL INFORMATION - (Details)	Sep. 30, 2024 program
Accounting Policies [Abstract]
Number of card programs	2

RELATED PARTY TRANSACTIONS (Details) - USD ($)	9 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Expensify.Org \| Related Party
Related Party Transaction
Payment of commitments to related party	$ 0	$ 200,000

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash flows from operating activities:
Net loss	$ (2,198)	$ (17,003)	$ (8,743)	$ (34,252)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization			4,851	3,871
Reduction of operating lease right-of-use assets			411	476
Loss on impairment, receivables and sale or disposal of equipment			637	585
Stock-based compensation expense			23,535	30,612
Amortization of original issue discount and debt issuance costs			43	139
Deferred tax assets			(32)	(86)
Changes in assets and liabilities:
Accounts receivable, net			845	1,671
Settlement assets, net			(13,202)	(9,381)
Prepaid expenses			1,597	3,672
Other current assets			2,707	(1,861)
Other assets			(144)	(125)
Accounts payable			(349)	229
Accrued expenses and other liabilities			(1,501)	4,259
Operating lease liabilities			67	(236)
Settlement liabilities			5,389	2,451
Other liabilities			364	78
Net cash provided by operating activities			16,475	2,102
Cash flows from investing activities:
Purchases of property and equipment			0	(1,103)
Software development costs			(6,699)	(3,730)
Net cash used in investing activities			(6,699)	(4,833)
Cash flows from financing activities:
Principal payments of finance leases			(96)	(482)
Principal payments of outstanding debt			(22,671)	(8,450)
Payments for debt issuance costs			(71)	0
Repurchases of early exercised stock options			(35)	(21)
Proceeds from common stock purchased under Matching Plan			2,900	3,132
Proceeds from issuance of common stock on exercise of stock options			303	216
Payments for employee taxes withheld from stock-based awards			0	(1,766)
Repurchase and retirement of common stock			(1,510)	(3,000)
Net cash used in financing activities			(21,180)	(10,371)
Net decrease in cash and cash equivalents and restricted cash			(11,404)	(13,102)
Cash and cash equivalents and restricted cash, beginning of period			96,658	147,710	$ 147,710
Cash and cash equivalents and restricted cash, end of period	85,254	134,608	85,254	134,608	96,658
Supplemental disclosure of cash flow information:
Cash paid for interest			1,326	4,396
Cash paid for income taxes			3,735	3,104
Noncash investing and financing items:
Stock-based compensation capitalized as software development costs			2,315	2,219
Purchases of property and equipment and capitalized software in accounts payable and accrued expenses			178	0
Right-of-use assets acquired through operating leases			0	6,402
Right-of-use assets acquired through finance leases			0	409
Reconciliation of cash and cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets
Cash and cash equivalents	39,172	89,118	39,172	89,118	47,510
Restricted cash included in other current assets	23,748	23,398	23,748	23,398
Restricted cash included in settlement assets, net	22,334	22,092	22,334	22,092
Total cash, cash equivalents and restricted cash	$ 85,254	$ 134,608	$ 85,254	$ 134,608	$ 96,658

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lease Cost

The components of lease cost reflected in the Condensed Consolidated Statements of Operations for all leases were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Finance lease cost:
Amortization of ROU assets	$	34	$	77	$	102	$	472
Interest on lease liabilities	6		3		19		7
Total finance lease cost	40		80		121		479
Operating lease cost	270		277		805		707
Total lease cost	$	310	$	357	$	926	$	1,186

Supplemental cash flow information related to leases was as follows (in thousands):


	Nine months ended September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(327)	$	(466)
Operating cash flows from finance leases	$	(19)	$	(7)
Financing cash flows from finance leases	$	(96)	$	(482)

Schedule of Supplemental Balance Sheet Information

Other information related to leases was as follows (in thousands, except as noted within):


	As of September 30,			As of December 31,
	2024			2023
Finance lease ROU assets (included within Lease right-of-use assets)	$	261		$	364
Operating lease ROU assets (included within Lease right-of-use assets)	$	5,350		$	6,071
Weighted average remaining lease term (in years):
Finance leases	1.92			2.67
Operating leases	8.53			9.18
Weighted average discount rate:
Finance leases	8.10		%	8.10		%
Operating leases	8.30		%	8.30		%

Schedule of Finance Lease Maturity

Maturities of lease liabilities as of September 30, 2024 were as follows (in thousands):


For the year ending:	Finance leases		Operating leases
Remainder of 2024	$	39	$	189
2025	153		1,079
2026	102		1,018
2027	—		1,033
2028	—		1,063
Thereafter	—		4,499
Total future lease payments	294		8,881
Less: imputed interest	(21)		(2,595)
Less: Lease liabilities, current	(137)		(494)
Lease liabilities, non-current	$	136	$	5,792

Schedule of Operating Lease Maturity

Maturities of lease liabilities as of September 30, 2024 were as follows (in thousands):


For the year ending:	Finance leases		Operating leases
Remainder of 2024	$	39	$	189
2025	153		1,079
2026	102		1,018
2027	—		1,033
2028	—		1,063
Thereafter	—		4,499
Total future lease payments	294		8,881
Less: imputed interest	(21)		(2,595)
Less: Lease liabilities, current	(137)		(494)
Lease liabilities, non-current	$	136	$	5,792

COMMITMENTS AND CONTINGENCIES - Schedule of Other Information Related to Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Finance lease ROU assets (included within Lease right-of-use assets)	$ 261	$ 364
Operating lease ROU assets (included within Lease right-of-use assets)	$ 5,350	$ 6,071
Weighted average remaining lease term (in years):
Finance leases	1 year 11 months 1 day	2 years 8 months 1 day
Operating leases	8 years 6 months 10 days	9 years 2 months 4 days
Weighted average discount rate:
Finance leases	8.10%	8.10%
Operating leases	8.30%	8.30%
Finance Lease, Right-of-Use Assets, Statement of Financial Position	Lease right-of-use assets	Lease right-of-use assets
Operating Lease, Right-of-Use Assets, Statement of Financial Position	Lease right-of-use assets	Lease right-of-use assets

GENERAL INFORMATION (Policies)	9 Months Ended
GENERAL INFORMATION (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Expensify, its wholly-owned subsidiaries, and Expensify.org (collectively, the "Company") and have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and the applicable rules and regulations of the Securities and Exchange Commission ("SEC") for interim reporting in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP have been condensed or omitted pursuant to such SEC rules. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Annual Report"). All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal and recurring adjustments that are necessary for the fair presentation of the Company's financial position, results of operations, equity, and cash flows for the periods presented.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and judgments are based on historical experience, forecasted events and various other assumptions that the Company believes to be reasonable under the circumstances. Estimates and judgments are evaluated on an ongoing basis. Actual results could differ from those estimates. Changes in estimates are recorded in the period in which they become known. Estimates and assumptions by management affect the Company’s classification of employee and employee-related expenses, the useful lives and recoverability of long-lived assets and deferred contract acquisition costs, income taxes, capitalization of internal-use software costs, stock-based compensation and the Company's incremental borrowing rate utilized to measure its lease right-of-use ("ROU") assets and lease liabilities.
Reclassification of Prior Period Presentation	Reclassification of Prior Period Presentation Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of financial position, operations and cash flows.

STOCK INCENTIVE PLANS - 2009 and 2019 Stock Option Plan Narratives (Details) - shares	1 Months Ended
	Apr. 30, 2019	Jan. 31, 2018	Nov. 09, 2021	Sep. 30, 2021	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award
Shares authorized (in shares)	25,204,250
The 2009 Option Plan
Share-based Compensation Arrangement by Share-based Payment Award
Shares authorized (in shares)		17,030,280			16,495,150
Additional shares authorized (in shares)		535,130
The 2019 Option Plan
Share-based Compensation Arrangement by Share-based Payment Award
Additional shares authorized (in shares)	8,173,970
The 2019 Option Plan \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award
Shares authorized (in shares)			16,856,770	4,339,690
The 2019 Option Plan \| Common Stock, LT50
Share-based Compensation Arrangement by Share-based Payment Award
Shares authorized (in shares)			16,856,770
The 2019 Option Plan \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award
Shares authorized (in shares)				8,679,380
The 2019 Option Plan \| Restricted stock units \| Common Stock, LT50
Share-based Compensation Arrangement by Share-based Payment Award
Shares authorized (in shares)				4,339,690

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

EQUITY	9 Months Ended
EQUITY	Sep. 30, 2024
Equity [Abstract]
EQUITY	EQUITY On May 10, 2022, the Executive Committee of the Board of Directors approved a share repurchase program with authorization to purchase up to $50.0 million of shares of Class A common stock ("2022 Share Repurchase Program"). The Company may repurchase shares from time to time through open market purchases, in privately negotiated transactions or by other means, including the use of trading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, in accordance with applicable securities laws and other restrictions. The actual timing, manner, price and total amount of future repurchases will depend on a variety of factors, including business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, restrictions under the terms of loan agreements and other considerations. The 2022 Share Repurchase Program does not obligate the Company to acquire any particular amount of Class A common stock, and the program may be suspended or terminated at any time by the Company at its discretion without prior notice. During the three and nine months ended September 30, 2024, the Company repurchased 645,938 shares of Class A common stock under the 2022 Share Repurchase Program, at a total cost to the Company of $1.5 million. These shares were repurchased from the Company's Chief Executive Officer, David Barrett, at a price of $2.34 per share, which represents a weighted average price for the Class A Common Stock of the Company for the three trading-day period ending August 27, 2024 as reported by Nasdaq. As of September 30, 2024, the Company had approximately $39.5 million remaining under the share repurchase authorization, not including amounts used for net share settlement of vested equity incentive awards. During the three months ended September 30, 2023, the Company did not repurchase any shares of Class A common stock under the 2022 Share Repurchase Program. During the nine months ended September 30, 2023, the Company repurchased 504,493 shares of Class A common stock under the 2022 Share Repurchase Program, at a total cost to the Company of $3.0 million.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Topic 946
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
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-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	May 10, 2022
Equity, Class of Treasury Stock
Stock repurchased value		$ 8		$ 21
2022 Share Repurchase Program \| Class A common stock
Equity, Class of Treasury Stock
Shares authorized for repurchase					$ 50,000
Shares repurchased (in shares)	645,938	0	645,938	504,493
Stock repurchased value	$ 1,500		$ 1,500	$ 3,000
Weighted average price (in dollars per share)	$ 2.34		$ 2.34
Share repurchase program, remaining authorized, amount	$ 39,500		$ 39,500

- Definition

Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

- Definition

Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

CERTAIN BALANCE SHEET COMPONENTS - Schedule of Property and equipment, net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment
Total property and equipment	$ 23,251	$ 23,251
Less: accumulated depreciation	(9,488)	(8,879)
Property and equipment, net	13,763	14,372
Computers and equipment
Property, Plant and Equipment
Total property and equipment	170	170
Furniture and fixtures
Property, Plant and Equipment
Total property and equipment	1,930	1,930
Leasehold improvements
Property, Plant and Equipment
Total property and equipment	7,937	7,937
Commercial building
Property, Plant and Equipment
Total property and equipment	6,493	6,493
Land
Property, Plant and Equipment
Total property and equipment	4,151	4,151
Construction in progress
Property, Plant and Equipment
Total property and equipment	$ 2,570	$ 2,570

CERTAIN BALANCE SHEET COMPONENTS - Schedule of Other current assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Schedule of Other Current Assets
Expensify Card posted collateral for funds held for customers	$ 15,388	$ 16,561
Earned interchange restricted cash	1,486	0
Cash in transit for funds held for customers	775	5,107
Deferred contract acquisition costs	284	129
Income tax receivable	126	2,993
Other restricted cash	124	80
Other	163	114
Other current assets	24,321	30,978
Expensify Payment LLC \| Related Party
Schedule of Other Current Assets
Restricted cash	15	113
Subsidiaries \| Expensify.Org
Schedule of Other Current Assets
Restricted cash	$ 5,960	$ 5,881

CERTAIN BALANCE SHEET COMPONENTS

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CERTAIN BALANCE SHEET COMPONENTS

Other Current Assets

Other current assets consisted of the following (in thousands):


	As of September 30,		As of December 31,
	2024		2023
Expensify Card posted collateral for funds held for customers	$	15,388	$	16,561
Expensify.org restricted cash	5,960		5,881
Earned interchange restricted cash	1,486		—
Cash in transit for funds held for customers	775		5,107
Deferred contract acquisition costs	284		129
Income tax receivable	126		2,993
Other restricted cash	124		80
Expensify Payments LLC restricted cash	15		113
Other	163		114
Other current assets	$	24,321	$	30,978

Capitalized Software, Net

Capitalized software, net consisted of the following (in thousands):


	As of September 30,		As of December 31,
	2024		2023
Capitalized software development costs	$	31,172	$	22,683
Less: accumulated amortization	(14,313)		(10,189)
Capitalized software, net	$	16,859	$	12,494

Amortization expense related to capitalized software development costs is recorded in Cost of revenue, net on the Condensed Consolidated Statements of Operations. Amortization expense was $1.6 million and $0.8 million for the three months ended September 30, 2024 and 2023, respectively. Amortization expense was $4.1 million and $2.3 million for the nine months ended September 30, 2024 and 2023, respectively.

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	As of September 30,		As of December 31,
	2024		2023
Computers and equipment	$	170	$	170
Furniture and fixtures	1,930		1,930
Leasehold improvements	7,937		7,937
Commercial building	6,493		6,493
Land	4,151		4,151
Construction in progress	2,570		2,570
Total property and equipment	23,251		23,251
Less: accumulated depreciation	(9,488)		(8,879)
Property and equipment, net	$	13,763	$	14,372

Depreciation expense related to property and equipment is recorded in General and administrative, Sales and marketing, and Other income (expenses), net on the Condensed Consolidated Statements of Operations. Depreciation expense related to property and equipment was $0.1 million and $0.2 million for the three months ended September 30, 2024 and 2023, respectively. Depreciation expense related to property and equipment was $0.6 million and $1.1 million for the nine months ended September 30, 2024 and 2023, respectively.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):


	As of September 30,		As of December 31,
	2024		2023
Sales, payroll and other taxes payable	$	2,168	$	2,546
Professional fees	1,482		1,311
Partner payouts and advertising fees	1,142		1,486
Cashback rewards	529		915
Matching Plan payroll liability	404		198
Income taxes payable	378		843
Restricted common stock liability for early stock option exercises	202		562
Credit card processing fees	153		76
Accrued expense reports	150		159
Commissions payable	75		140
Hosting and license fees	44		134
Interest payable	35		359
Other	532		661
Accrued expenses and other liabilities	$	7,294	$	9,390

STOCK INCENTIVE PLANS - Schedule of RSU Rollforward (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Weighted average grant date fair value per share
Beginning balance (in dollars per share) \| $ / shares	$ 32.59
Granted (in dollars per share) \| $ / shares	1.40
Vested (in dollars per share) \| $ / shares	30.42
Cancelled/forfeited/expired (in dollars per share) \| $ / shares	38.13
Ending balance (in dollars per share) \| $ / shares	$ 30.45
Restricted stock units \| Common Class A
RSU Rollforward
Beginning balance (in shares)	2,742,273
Granted (in shares)	230,064
Vested (in shares)	(373,745)
Cancelled/forfeited/expired (in shares)	(316,939)
Ending balance (in shares)	2,281,653
Restricted stock units \| Common Stock, LT50
RSU Rollforward
Beginning balance (in shares)	2,646,332
Granted (in shares)	0
Vested (in shares)	(307,032)
Cancelled/forfeited/expired (in shares)	(316,939)
Ending balance (in shares)	2,022,361

COMMITMENTS AND CONTINGENCIES - Schedule of Cashflow Disclosures (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ (327)	$ (466)
Operating cash flows from finance leases	(19)	(7)
Financing cash flows from finance leases	$ (96)	$ (482)

STOCK INCENTIVE PLANS - 2021 Incentive Plan and Matching Plan Narratives (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended		9 Months Ended
	Sep. 14, 2024	Sep. 14, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Nov. 30, 2021
2021 Incentive Plan \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award
Shares reserved for future issuance (in shares)			22,814,452		22,814,452		19,712,910	11,676,932
2021 Incentive Plan \| Common Class A \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Shares reserved for future issuance (in shares)								87,576,990
Annual increase in shares reserved for future issuance (as a percent)								6.00%
Matching shares
Share-based Compensation Arrangement by Share-based Payment Award
Employer share match rate (as a percent)			1.50%		1.50%
Matching shares \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award
Number of shares purchased (in shares)	370,122	275,210
Shares purchase price (in dollars per share)	$ 2.42	$ 3.84
Cash proceeds	$ 0.9	$ 1.1
Matching Plan 1/20th Share Issuance \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award
Number of shares purchased (in shares)			176,449		443,671
Shares withheld from common stock issued to pay employee payroll taxes (in shares)			0	9,054	0	15,871
Options granted (in shares)				35,732		72,578
Matching Plan - Discretionary Contributions \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award
Number of shares purchased (in shares)				299,713		375,024
Shares withheld from common stock issued to pay employee payroll taxes (in shares)			0	29,020	0	64,411
Options granted (in shares)			365,074		1,300,451

CERTAIN BALANCE SHEET COMPONENTS - Schedule of Capitalized software, net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Capitalized software development costs	$ 31,172	$ 22,683
Less: accumulated amortization	(14,313)	(10,189)
Capitalized software, net	$ 16,859	$ 12,494

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES For the three and nine months ended September 30, 2024, the Company prepared its interim tax provision by applying a year-to-date effective tax rate, which the Company believes results in the best estimate of the annual effective tax rate. The Company recorded a provision for income taxes of $2.7 million and a benefit from income taxes of $0.3 million for the three months ended September 30, 2024 and 2023, respectively, which resulted in effective tax rates of 568.7% and 1.6%, respectively. The Company recorded a provision for income taxes of $6.4 million and $1.9 million for the nine months ended September 30, 2024 and 2023, respectively, which resulted in effective tax rates of (277.2)% and (6.0)%, respectively. The principal reasons for the difference between the statutory rate and the effective rate for 2024 were primarily due to non-deductible stock-based compensation and the change in valuation allowance. The principal reasons for the difference between the statutory rate and the effective rate for 2023 were primarily due to non-deductible stock-based compensation, the change in valuation allowance, and Section 162(m) of the Internal Revenue Code ("IRC") compensation limitations. The Company follows the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes. ASC 740-10 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of uncertain tax positions that have been taken or expected to be taken on a tax return. As of September 30, 2024 and December 31, 2023, the Company recorded an uncertain tax position liability of $1.9 million and $1.5 million, respectively, within Other liabilities on the Condensed Consolidated Balance Sheets. This liability includes $0.3 million and an immaterial amount of interest and penalties as of September 30, 2024 and December 31, 2023, respectively. The Company has received notice from the Internal Revenue Service ("IRS") that an examination of the Company's 2021 federal tax return will commence in Q4 2024.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section S99
-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

CERTAIN BALANCE SHEET COMPONENTS - Schedule of Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Sales, payroll and other taxes payable	$ 2,168	$ 2,546
Professional fees	1,482	1,311
Partner payouts and advertising fees	1,142	1,486
Cashback rewards	529	915
Matching Plan payroll liability	404	198
Income taxes payable	378	843
Restricted common stock liability for early stock option exercises	202	562
Credit card processing fees	153	76
Accrued expense reports	150	159
Commissions payable	75	140
Hosting and license fees	44	134
Interest payable	35	359
Other	532	661
Accrued expenses and other liabilities	$ 7,294	$ 9,390

STOCK INCENTIVE PLANS - Schedule of Stock-Based Compensation Income Statement Location (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based payment arrangement, expense
Total stock-based compensation expense	$ 7,630	$ 10,267	$ 23,535	$ 30,612
Cost of revenue, net
Share-based payment arrangement, expense
Total stock-based compensation expense	2,843	3,312	8,661	10,218
Research and development
Share-based payment arrangement, expense
Total stock-based compensation expense	2,530	2,901	8,424	7,562
General and administrative
Share-based payment arrangement, expense
Total stock-based compensation expense	1,560	2,532	4,965	7,552
Sales and marketing
Share-based payment arrangement, expense
Total stock-based compensation expense	$ 697	$ 1,522	$ 1,485	$ 5,280

STOCK INCENTIVE PLANS (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of RSU Rollforward

During the nine months ended September 30, 2024, RSU activity for Service Providers and non-employee directors was as follows:


	Class A Common Stock	LT50 Common Stock	Weighted average grant date fair value per share
Outstanding at December 31, 2023	2,742,273	2,646,332	$	32.59
RSUs granted	230,064	—	$	1.40
RSUs vested	(373,745)	(307,032)	$	30.42
RSUs cancelled/forfeited/expired	(316,939)	(316,939)	$	38.13
Outstanding at September 30, 2024	2,281,653	2,022,361	$	30.45

Schedule of Stock Option Roll-forward

A summary of the Company's stock option activity was as follows:


	Shares	Weighted average exercise price per share		Weighted average remaining contractual life (in years)
Outstanding at December 31, 2023	5,902,591	$	1.68	4.03
Options exercised	(306,917)	$	0.99
Options cancelled/forfeited/expired	(122,788)	$	3.12
Outstanding at September 30, 2024	5,472,886	$	1.66	3.15
Exercisable at September 30, 2024	5,447,146	$	1.65	3.14

Schedule of Stock-based Compensation Expense

The following table summarizes the stock-based compensation recognized for options granted under the 2009 Stock Plan, options and RSUs granted under the 2019 Stock Plan, RSUs granted under the 2021 Plan and matching and discretionary shares issued under the Matching Plan (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Matching Plan shares	$	898	$	1,697	$	3,468	$	3,018
Restricted stock units	6,793		8,548		20,083		27,197
Stock options	693		842		2,299		2,616
Total stock-based compensation	8,384		11,087		25,850		32,831
Less: stock-based compensation capitalized as software development costs	(754)		(820)		(2,315)		(2,219)
Total stock-based compensation expense	$	7,630	$	10,267	$	23,535	$	30,612

Stock-based compensation expense is allocated based on the cost center to which the award holder spent time during the reported periods. Stock-based compensation expense is included in the following components of expenses on the accompanying Condensed Consolidated Statements of Operations (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue, net	$	2,843	$	3,312	$	8,661	$	10,218
Research and development	2,530		2,901		8,424		7,562
General and administrative	1,560		2,532		4,965		7,552
Sales and marketing	697		1,522		1,485		5,280
Total stock-based compensation expense	$	7,630	$	10,267	$	23,535	$	30,612

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value ( in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock. shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common Class A
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in shares)	77,119,750	70,569,815
Common stock, shares outstanding (in shares)	77,119,750	70,569,815
Common Stock, LT10
Common stock, shares authorized (in shares)	21,871,197	24,994,989
Common stock, shares issued (in shares)	4,209,827	7,333,619
Common stock, shares outstanding (in shares)	4,209,827	7,333,619
Common Stock, LT50
Common stock, shares authorized (in shares)	24,969,634	24,998,941
Common stock, shares issued (in shares)	7,597,099	7,321,894
Common stock, shares outstanding (in shares)	7,597,099	7,321,894

NET LOSS PER SHARE - Narratives (Details)	9 Months Ended
NET LOSS PER SHARE - Narratives (Details)	Sep. 30, 2024 vote shares
Common Class A
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Voting right per share (vote)	1
Shares converted (in shares) \| shares	1
Common Stock, LT10
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Voting right per share (vote)	10
Conversion of stock, notice period (in months)	10 months
Common Stock, LT50
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Voting right per share (vote)	50
Conversion of stock, notice period (in months)	50 months

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 35,409	$ 36,494	$ 102,232	$ 115,479
Cost of revenue, net	17,145	17,680	46,091	50,380
Gross margin	18,264	18,814	56,141	65,099
Operating expenses:
Research and development	5,618	6,607	17,936	17,119
General and administrative	9,084	14,245	29,760	38,386
Sales and marketing	3,274	12,860	9,730	36,757
Total operating expenses	17,976	33,712	57,426	92,262
Income (loss) from operations	288	(14,898)	(1,285)	(27,163)
Other income (expenses), net	181	(2,375)	(1,033)	(5,158)
Income (loss) before income taxes	469	(17,273)	(2,318)	(32,321)
(Provision for) benefit from income taxes	(2,667)	270	(6,425)	(1,931)
Net loss, basic	(2,198)	(17,003)	(8,743)	(34,252)
Net loss, diluted	$ (2,198)	$ (17,003)	$ (8,743)	$ (34,252)
Net loss per share:
Basic (in dollars per share)	$ (0.02)	$ (0.21)	$ (0.10)	$ (0.42)
Diluted (in dollars per share)	$ (0.02)	$ (0.21)	$ (0.10)	$ (0.42)
Weighted average shares of common stock used to compute net loss per share:
Basic (in shares)	88,177,739	82,469,190	86,643,209	82,085,508
Diluted (in shares)	88,177,739	82,469,190	86,643,209	82,085,508

STOCK INCENTIVE PLANS - Schedule of Stock-Based Compensation by Award Type (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based payment arrangement, expense
Total stock-based compensation	$ 8,384	$ 11,087	$ 25,850	$ 32,831
Less: stock-based compensation capitalized as software development costs			(2,315)	(2,219)
Total stock-based compensation expense	7,630	10,267	23,535	30,612
Software Development
Share-based payment arrangement, expense
Less: stock-based compensation capitalized as software development costs	(754)	(820)	(2,315)	(2,219)
Matching Plan shares
Share-based payment arrangement, expense
Total stock-based compensation	898	1,697	3,468	3,018
Restricted stock units
Share-based payment arrangement, expense
Total stock-based compensation	6,793	8,548	20,083	27,197
Stock options
Share-based payment arrangement, expense
Total stock-based compensation	$ 693	$ 842	$ 2,299	$ 2,616

COMMITMENTS AND CONTINGENCIES - Narratives (Details)	Sep. 30, 2024 lease
Commitments and Contingencies Disclosure [Abstract]
Number of operating lease agreements (lease)	0

COMMITMENTS AND CONTINGENCIES - Amortizing Term Mortgage Narratives (Details) - USD ($) $ in Thousands		1 Months Ended	9 Months Ended
	Aug. 29, 2024	Aug. 31, 2019	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Schedule of Capitalization, Long-term Debt
Repayments of long term debt			$ 22,671	$ 8,450
Cash paid for interest			$ 1,326	$ 4,396
Mortgages
Schedule of Capitalization, Long-term Debt
Loaned amount		$ 8,300
Debt instrument, term (in years)		5 years
Interest rate (as a percent)		5.00%
Long-term debt, excluding current maturities					$ 7,700
Repayments of long term debt	$ 7,600
Cash paid for interest	$ 0

NET LOSS PER SHARE - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator
Net loss, basic	$ (2,198)	$ (17,003)	$ (8,743)	$ (34,252)
Net loss, diluted	$ (2,198)	$ (17,003)	$ (8,743)	$ (34,252)
Denominator
Weighted average shares of common stock used to compute net loss per share, basic (in shares)	88,177,739	82,469,190	86,643,209	82,085,508
Weighted average shares of common stock used to compute net loss per share, diluted (in shares)	88,177,739	82,469,190	86,643,209	82,085,508
Net loss per share, basic (in dollars per share)	$ (0.02)	$ (0.21)	$ (0.10)	$ (0.42)
Net loss per share, diluted (in dollars per share)	$ (0.02)	$ (0.21)	$ (0.10)	$ (0.42)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

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+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 04, 2024
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-41043
Entity Registrant Name	Expensify, Inc.
Entity Incorporation, State	DE
Entity Tax Identification Number	27-0239450
Entity Address, Street	401 SW 5th Ave
Entity Address, City	Portland
Entity Address, State	OR
Entity Address, Postal Zip Code	97204
City Area Code	971
Local Phone Number	365-3939
Title of each class	Class A Common Stock, par value $0.0001 per share
Trading Symbol(s)	EXFY
Name of each exchange on which registered	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001476840
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Class A
Document Information
Entity Common Stock, Shares Outstanding		77,155,951
Common Stock, LT10
Document Information
Entity Common Stock, Shares Outstanding		4,209,827
Common Stock, LT50
Document Information
Entity Common Stock, Shares Outstanding		7,597,099

CERTAIN BALANCE SHEET COMPONENTS (Tables)

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Other Current Assets

Other current assets consisted of the following (in thousands):


	As of September 30,		As of December 31,
	2024		2023
Expensify Card posted collateral for funds held for customers	$	15,388	$	16,561
Expensify.org restricted cash	5,960		5,881
Earned interchange restricted cash	1,486		—
Cash in transit for funds held for customers	775		5,107
Deferred contract acquisition costs	284		129
Income tax receivable	126		2,993
Other restricted cash	124		80
Expensify Payments LLC restricted cash	15		113
Other	163		114
Other current assets	$	24,321	$	30,978

Schedule of Capitalized Software, Net

Capitalized software, net consisted of the following (in thousands):


	As of September 30,		As of December 31,
	2024		2023
Capitalized software development costs	$	31,172	$	22,683
Less: accumulated amortization	(14,313)		(10,189)
Capitalized software, net	$	16,859	$	12,494

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	As of September 30,		As of December 31,
	2024		2023
Computers and equipment	$	170	$	170
Furniture and fixtures	1,930		1,930
Leasehold improvements	7,937		7,937
Commercial building	6,493		6,493
Land	4,151		4,151
Construction in progress	2,570		2,570
Total property and equipment	23,251		23,251
Less: accumulated depreciation	(9,488)		(8,879)
Property and equipment, net	$	13,763	$	14,372

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):


	As of September 30,		As of December 31,
	2024		2023
Sales, payroll and other taxes payable	$	2,168	$	2,546
Professional fees	1,482		1,311
Partner payouts and advertising fees	1,142		1,486
Cashback rewards	529		915
Matching Plan payroll liability	404		198
Income taxes payable	378		843
Restricted common stock liability for early stock option exercises	202		562
Credit card processing fees	153		76
Accrued expense reports	150		159
Commissions payable	75		140
Hosting and license fees	44		134
Interest payable	35		359
Other	532		661
Accrued expenses and other liabilities	$	7,294	$	9,390

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net loss	$ (2,198)	$ (17,003)	$ (8,743)	$ (34,252)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

NET LOSS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator
Net loss, basic and diluted	$	(2,198)	$	(17,003)	$	(8,743)	$	(34,252)
Denominator
Weighted average shares of common stock used to compute net loss per share, basic and diluted	88,177,739		82,469,190		86,643,209		82,085,508
Net loss per share, basic and diluted	$	(0.02)	$	(0.21)	$	(0.10)	$	(0.42)

Schedule of Anti-dilutive Securities

The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Weighted average stock options	2,354,936	4,166,033	1,715,576	4,660,837
Matching shares	22,135	645	—	13,099
Total	2,377,071	4,166,678	1,715,576	4,673,936

GENERAL INFORMATION	9 Months Ended
GENERAL INFORMATION	Sep. 30, 2024
Accounting Policies [Abstract]
GENERAL INFORMATION	GENERAL INFORMATION Description of the Business Expensify, Inc. ("Expensify") was incorporated in Delaware on April 29, 2009. Expensify offers a comprehensive expense management platform that integrates with a variety of third-party accounting applications, including QuickBooks Desktop, QuickBooks Online, Xero, NetSuite, Intacct, Sage, Microsoft Dynamics, MYOB and others. Expensify's product simplifies the way that employees and vendors manage and submit expense receipts and bills and provides efficiencies to companies for the payment of those bills. Expensify delivers its services over the internet to corporations and individuals under license arrangements and offers unique pricing options for small and medium-sized businesses ("SMBs") and enterprises on a per-active-member basis. Expensify also offers an Expensify charge card (the "Expensify Card"), which is primarily distributed to corporate customers in the United States ("U.S.") who subsequently distribute the card to their employees for business use. The Expensify Card allows customers to have real-time control over their employees' spending and compliance with spending limits in addition to eReceipt reporting on purchases. As of September 30, 2024, the Expensify Card consisted of two card programs operating concurrently. Under the original Expensify Card program launched in 2020 (the “Legacy Card Program”), Expensify has an agreement with the payment processor, Marqeta, Inc. ("Marqeta"), and relies on Marqeta to manage the relationship with the issuing bank, Sutton Bank, and the card network, Visa, in authorizing and settling transactions. In October 2023, Expensify augmented the Expensify Card program by entering into an agreement with a new issuing bank, The Bancorp Bank, N.A. ("Bancorp"), to issue Expensify Cards to customers and authorize and settle transactions on the Visa card network (the “Updated Card Program”). The Updated Card Program launched in February 2024 and all new Expensify Cards issued subsequent to the launch of the Updated Card Program operate under that program. Basis of Presentation and Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Expensify, its wholly-owned subsidiaries, and Expensify.org (collectively, the "Company") and have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and the applicable rules and regulations of the Securities and Exchange Commission ("SEC") for interim reporting in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP have been condensed or omitted pursuant to such SEC rules. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Annual Report"). All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal and recurring adjustments that are necessary for the fair presentation of the Company's financial position, results of operations, equity, and cash flows for the periods presented. Results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or for any other future annual or interim period. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and judgments are based on historical experience, forecasted events and various other assumptions that the Company believes to be reasonable under the circumstances. Estimates and judgments are evaluated on an ongoing basis. Actual results could differ from those estimates. Changes in estimates are recorded in the period in which they become known. Estimates and assumptions by management affect the Company’s classification of employee and employee-related expenses, the useful lives and recoverability of long-lived assets and deferred contract acquisition costs, income taxes, capitalization of internal-use software costs, stock-based compensation and the Company's incremental borrowing rate utilized to measure its lease right-of-use ("ROU") assets and lease liabilities. Updates to Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2 of the 2023 Annual Report. Since the date the 2023 Annual Report was filed with the SEC, there have been no material changes to the Company's significant accounting policies, including the adoption status of recent accounting pronouncements. Reclassification of Prior Period Presentation Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of financial position, operations and cash flows.

INCOME TAXES - (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
INCOME TAXES - (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Provisions (benefits) for income	$ 2,667	$ (270)	$ 6,425	$ 1,931
Effective income tax rate (in percent)	(568.70%)	(1.60%)	277.20%	6.00%
Accrual for uncertain tax positions	$ 1,900		$ 1,900		$ 1,500
Income tax examination, penalties and interest expense			$ 300		$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Paragraph 1
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

STOCK INCENTIVE PLANS - Stock Option Narratives (Details) - USD ($) $ in Millions	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award
Intrinsic value of options outstanding	$ 5.9		$ 8.9
Intrinsic value of options exercised	5.9
Proceeds from issuance of common stock on exercise of stock options	0.3	$ 0.2
Stock options
Share-based Compensation Arrangement by Share-based Payment Award
Share-based compensation expense not yet recognized	$ 1.7		$ 4.1
Share-based compensation not yet recognized, recognition period (in years)	4 months 24 days		9 months
Stock options \| Common stock
Share-based Compensation Arrangement by Share-based Payment Award
Shares repurchased (in shares)	0	0
Stock options \| 2021 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period (in years)	4 years
Stock options \| Ten Percent Holder \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award
Purchase price as a percentage of common stock (as a percent)	110.00%
Stock options \| Other Than Ten Percent Holder
Share-based Compensation Arrangement by Share-based Payment Award
Purchase price as a percentage of common stock (as a percent)	100.00%
Stock options \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award
Shares subject to repurchase related to stock options early exercised and not yet vested (in shares)	155,400		393,251
Nonstatutory Options
Share-based Compensation Arrangement by Share-based Payment Award
Purchase price as a percentage of common stock (as a percent)	100.00%
Weighted average stock options \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award
Shares subject to repurchase related to stock options early exercised and not yet vested	$ 0.2		$ 0.6

COMMITMENTS AND CONTINGENCIES - Schedule of Lease Maturity Schedule (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Finance leases
Remainder of 2024	$ 39
2025	153
2026	102
2027	0
2028	0
Thereafter	0
Total future lease payments	294
Less: imputed interest	(21)
Less: Lease liabilities, current	(137)
Lease liabilities, non-current	$ 136
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Lease Liability, Current
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, non-current
Operating leases
Remainder of 2024	$ 189
2025	1,079
2026	1,018
2027	1,033
2028	1,063
Thereafter	4,499
Total future lease payments	8,881
Less: imputed interest	(2,595)
Less: Lease liabilities, current	(494)
Lease liabilities, non-current	$ 5,792
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, current
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Lease liabilities, non-current

COMMITMENTS AND CONTINGENCIES - Schedule of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Finance lease cost:
Amortization of ROU assets	$ 34	$ 77	$ 102	$ 472
Interest on lease liabilities	6	3	19	7
Total finance lease cost	40	80	121	479
Operating lease cost	270	277	805	707
Total lease cost	$ 310	$ 357	$ 926	$ 1,186

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets
Cash and cash equivalents	$ 39,172	$ 47,510
Accounts receivable, net	12,650	13,834
Settlement assets, net	53,391	39,261
Prepaid expenses	9,002	5,649
Other current assets	24,321	30,978
Total current assets	138,536	137,232
Capitalized software, net	16,859	12,494
Property and equipment, net	13,763	14,372
Lease right-of-use assets	5,611	6,435
Deferred tax assets, net	489	457
Other assets	988	5,794
Total assets	176,246	176,784
Liabilities and stockholders' equity
Accounts payable	1,035	1,425
Accrued expenses and other liabilities	7,294	9,390
Borrowings under line of credit	0	15,000
Current portion of long-term debt, net of original issue discount and debt issuance costs	0	7,655
Lease liabilities, current	631	432
Settlement liabilities	39,379	33,990
Total current liabilities	48,339	67,892
Lease liabilities, non-current	5,928	6,467
Other liabilities	2,045	1,681
Total liabilities	56,312	76,040
Commitments and contingencies (Note 4)
Stockholders' equity:
Preferred stock, par value $0.0001; 10,000,000 shares of preferred stock authorized as of September 30, 2024 and December 31, 2023; no shares of preferred stock issued and outstanding as of September 30, 2024 and December 31, 2023	0	0
Common stock issued, value	9	8
Additional paid-in capital	269,441	241,509
Accumulated deficit	(149,516)	(140,773)
Total stockholders' equity	119,934	100,744
Total liabilities and stockholders' equity	$ 176,246	$ 176,784

STOCK INCENTIVE PLANS - RSU Narratives (Details) - Restricted stock units - USD ($) $ in Millions		9 Months Ended	12 Months Ended
	Sep. 24, 2021	Sep. 30, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award
Vesting period (in years)	8 years
Share-based compensation expense not yet recognized		$ 109.4	$ 153.4
Share-based compensation not yet recognized, recognition period (in years)		4 years 8 months 8 days	5 years 4 months 13 days
Tranche One
Share-based Compensation Arrangement by Share-based Payment Award
Vesting percentage (percent)	12.50%
Future Tranches
Share-based Compensation Arrangement by Share-based Payment Award
Vesting percentage (percent)	3.125%
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award
Granted (in shares)		230,064
Vested (in shares)		373,745
Common Class A \| 2021 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award
Granted (in shares)		230,064
Vested (in shares)		62,676

COMMITMENTS AND CONTINGENCIES - Loan and Security Agreement Narratives (Details) - USD ($) $ in Thousands						1 Months Ended	9 Months Ended
	Oct. 01, 2025	Oct. 01, 2024	Sep. 30, 2024	Oct. 12, 2023	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2024	Sep. 30, 2023
Schedule of Capitalization, Long-term Debt
Repayments of long term debt							$ 22,671	$ 8,450
Cash paid for interest							$ 1,326	$ 4,396
Initial Term Loan \| Secured Debt
Schedule of Capitalization, Long-term Debt
Maximum borrowing capacity					$ 45,000	$ 45,000
Debt instrument, term (in years)						60 months
Delayed Term Loan \| Secured Debt
Schedule of Capitalization, Long-term Debt
Maximum borrowing capacity					$ 30,000	$ 30,000
2021 Amended Term Loan \| Secured Debt
Schedule of Capitalization, Long-term Debt
Periodic payment			$ 100
Variable rate (as a percent)					2.25%
Repayments of long term debt				$ 36,000
Cash paid for interest				$ 100
2021 Amended Term Loan \| Secured Debt \| Subsequent Event
Schedule of Capitalization, Long-term Debt
Periodic payment		$ 200
2021 Amended Term Loan \| Secured Debt \| Forecast
Schedule of Capitalization, Long-term Debt
Periodic payment	$ 600

STOCK INCENTIVE PLANS - Schedule of Stock Option Roll-forward (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares
Shares
Beginning balance (in shares) \| shares	5,902,591
Options exercised (in shares) \| shares	(306,917)
Options cancelled/forfeited/expired (in shares) \| shares	(122,788)
Ending balance (in shares) \| shares	5,472,886	5,902,591
Options exercisable (in shares) \| shares	5,447,146
Weighted average exercise price per share
Beginning balance (in dollars per share) \| $ / shares	$ 1.68
Options exercised (in dollars per share) \| $ / shares	0.99
Options cancelled/forfeited/expired (in dollars per share) \| $ / shares	3.12
Ending balance (in dollars per share) \| $ / shares	1.66	$ 1.68
Options exercisable (in dollars per share) \| $ / shares	$ 1.65
Weighted average remaining contractual life, options outstanding (in years)	3 years 1 month 24 days	4 years 10 days
Weighted average remaining contractual life, options exercisable (in years)	3 years 1 month 20 days

NET LOSS PER SHARE

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator
Net loss, basic and diluted	$	(2,198)	$	(17,003)	$	(8,743)	$	(34,252)
Denominator
Weighted average shares of common stock used to compute net loss per share, basic and diluted	88,177,739		82,469,190		86,643,209		82,085,508
Net loss per share, basic and diluted	$	(0.02)	$	(0.21)	$	(0.10)	$	(0.42)

The rights, including the liquidation and dividend rights, of the holders of Class A, LT10 and LT50 common stock are identical, except with respect to voting, conversion and transfer rights. Each share of Class A common stock is entitled to one vote per share, each share of LT10 common stock is entitled to ten votes per share and each share of LT50 common stock is entitled to 50 votes per share. Each share of LT10 and LT50 common stock is convertible into one share of Class A common stock voluntarily at the option of the holder after the satisfaction of certain requirements, which includes a ten-month notice period for LT10 common stock and a 50-month notice period for LT50 common stock to convert to Class A common stock, or automatically upon certain events. The Class A common stock has no conversion rights. As the liquidation and dividend rights are identical for Class A, LT10 and LT50 common stock, the undistributed earnings are allocated on a proportional basis based on the number of weighted average shares within each class of common stock during the period and the resulting net loss per share attributable to common stockholders will be the same for the Class A, LT10 and LT50 common stock on an individual or combined basis.

The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Weighted average stock options	2,354,936	4,166,033	1,715,576	4,660,837
Matching shares	22,135	645	—	13,099
Total	2,377,071	4,166,678	1,715,576	4,673,936

NET LOSS PER SHARE - Schedule of Anti-dilutive Securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share
Antidilutive securities (in shares)	2,377,071	4,166,678	1,715,576	4,673,936
Weighted average stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share
Antidilutive securities (in shares)	2,354,936	4,166,033	1,715,576	4,660,837
Matching shares
Antidilutive Securities Excluded from Computation of Earnings Per Share
Antidilutive securities (in shares)	22,135	645	0	13,099

REVENUE AND CERTAIN STATEMENT OF OPERATIONS COMPONENTS - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue
Cashback rewards	$ 2,300	$ 1,800	$ 6,400	$ 4,800
Revenue	35,409	36,494	102,232	115,479
Consideration from a vendor, net	800	$ 2,800	7,100	$ 7,300
Interchange
Disaggregation of Revenue
Revenue	$ 3,700		$ 4,200

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
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-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

COMMITMENTS AND CONTINGENCIES - 2024 Amended Loan and Security Agreement Narratives (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Apr. 24, 2024	Sep. 30, 2021
Line of Credit Facility
Borrowings under line of credit	$ 0		$ 15,000,000
Repayments of long term debt	22,671,000	$ 8,450,000
Cash paid for interest	$ 1,326,000	$ 4,396,000
2024 Amended Term Loan \| Line of Credit
Line of Credit Facility
Maximum borrowing capacity				$ 1,000,000
Revolving Credit Facility \| 2024 Amended Term Loan \| Line of Credit
Line of Credit Facility
Maximum borrowing capacity					$ 25,000,000
Variable rate (as a percent)	1.00%
Effective interest rate (as a percent)	9.00%
Borrowings under line of credit			15,000,000
Repayments of long term debt			15,000,000
Cash paid for interest			$ 0
Remaining borrowing capacity	$ 24,000,000.0

COMMITMENTS AND CONTINGENCIES - Defined Contribution Plans Narratives (Details) - United States - USD ($)		3 Months Ended		9 Months Ended
	Jan. 01, 2018	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Defined Contribution Plan
Employer discretionary matching		$ 0	$ 0	$ 0	$ 0
Employer contributions		$ 200,000	$ 200,000	$ 600,000	$ 700,000
Maximum
Defined Contribution Plan
Employer contribution (as a percent) (up to)	4.50%

REVENUE AND CERTAIN STATEMENT OF OPERATIONS COMPONENTS

9 Months Ended

Sep. 30, 2024

Revenue Recognition and Deferred Revenue [Abstract]

REVENUE AND CERTAIN STATEMENT OF OPERATIONS COMPONENTS

The table below provides the Company's total revenue by geographic region based on the currency of the subscription (in thousands). No other individual country outside of the United States accounted for more than 10% of total revenue.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
United States	$	32,248	$	33,255	$	92,940	$	105,377
All other locations	3,161		3,239		9,292		10,102
Total revenue	$	35,409	$	36,494	$	102,232	$	115,479

No individual customer represented more than 10% of the Company’s total revenue during the three and nine months ended September 30, 2024 and 2023.

Cashback Rewards

The Company offers a cashback rewards program to all Expensify Card customers based on volume of Expensify Card transactions and Software as a Service ("SaaS") subscription tier. Cashback rewards are earned on a monthly basis and are applied against outstanding customer receivables or paid out the following month. The Company considers the cashback payments to customers as consideration payable to a customer and it is recorded as a reduction to Revenue within the Condensed Consolidated Statements of Operations. Cashback rewards were $2.3 million and $1.8 million for the three months ended September 30, 2024 and 2023, respectively. Cashback rewards were $6.4 million and $4.8 million for the nine months ended September 30, 2024 and 2023, respectively.

Interchange

The Company generates revenue from the authorization and settlement of Expensify Card transactions under the Updated Card Program. The Company is contractually entitled to all interchange generated on Expensify Card transactions based on its agreement with the issuing bank and such funds are held as restricted cash within Other current assets until released by the issuing bank. Under the Updated Card Program, the Company is the principal in the transaction (i.e. the Company controls the services) and recognizes interchange as revenue on a gross basis within Revenue on the accompanying Condensed Consolidated Statements of Operations. Interchange revenue was $3.7 million and $4.2 million for the three and nine months ended September 30, 2024, respectively.

Consideration From a Vendor, Net

The Company receives consideration from a vendor for monetizing Expensify Card activities under the Legacy Card Program. This consideration, net of credit card processing fees paid to the vendor, is included as a reduction to Cost of revenue, net within the Condensed Consolidated Statements of Operations. Consideration from a vendor, net was $0.8 million and $2.8 million for the three months ended September 30, 2024 and 2023, respectively. Consideration from a vendor, net was $7.1 million and $7.3 million for the nine months ended September 30, 2024 and 2023, respectively.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

REVENUE AND CERTAIN STATEMENT OF OPERATIONS COMPONENTS - Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue
Revenue	$ 35,409	$ 36,494	$ 102,232	$ 115,479
United States
Disaggregation of Revenue
Revenue	32,248	33,255	92,940	105,377
All other locations
Disaggregation of Revenue
Revenue	$ 3,161	$ 3,239	$ 9,292	$ 10,102

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

REVENUE AND CERTAIN STATEMENT OF OPERATIONS COMPONENTS (Tables)

9 Months Ended

Sep. 30, 2024

Revenue Recognition and Deferred Revenue [Abstract]

Schedule of Revenue from Geographic Areas


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
United States	$	32,248	$	33,255	$	92,940	$	105,377
All other locations	3,161		3,239		9,292		10,102
Total revenue	$	35,409	$	36,494	$	102,232	$	115,479

CERTAIN BALANCE SHEET COMPONENTS - Narratives (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Amortization expense	$ 1.6	$ 0.8	$ 4.1	$ 2.3
Depreciation	$ 0.1	$ 0.2	$ 0.6	$ 1.1

Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands	Total	Preferred stock	Common stock	Additional paid-in capital	Accumulated deficit
Beginning balance at Dec. 31, 2022	$ 97,241	$ 0	$ 7	$ 194,807	$ (97,573)
Beginning balance (in shares) at Dec. 31, 2022		0
Beginning balance (in shares) at Dec. 31, 2022			82,429,367
Increase (Decrease) in Stockholders' Equity
Issuance of common stock on exercise of stock options	216			216
Issuance of common stock on exercise of stock options (in shares)			199,898
Vesting of early exercised stock options	584			584
Issuance of restricted stock units	91			91
Issuance of restricted stock units (in shares)			9,529
Repurchases of early exercised stock options	(21)			(21)
Repurchases of early exercised stock options (in shares)			(2,651)
Issuance of common stock under Matching Plan	3,132			3,132
Issuance of common stock under Matching Plan (in shares)			1,090,571
Issuance of common stock in connection with restricted stock units vesting (in shares)			738,171
Shares withheld from common stock issued to pay employee payroll taxes	(1,766)			(1,766)
Shares withheld from common stock issued to pay employee payroll taxes (in shares)			(261,164)
Repurchase and retirement of common stock	(3,000)			(1,256)	(1,744)
Repurchase and retirement of common stock (in shares)			(504,493)
Stock-based compensation	32,831			32,831
Net loss	(34,252)				(34,252)
Ending balance at Sep. 30, 2023	95,056	$ 0	$ 7	228,618	(133,569)
Ending balance (in shares) at Sep. 30, 2023		0
Ending balance (in shares) at Sep. 30, 2023			83,699,228
Beginning balance at Jun. 30, 2023	99,863	$ 0	$ 7	216,422	(116,566)
Beginning balance (in shares) at Jun. 30, 2023		0
Beginning balance (in shares) at Jun. 30, 2023			82,776,491
Increase (Decrease) in Stockholders' Equity
Issuance of common stock on exercise of stock options	91			91
Issuance of common stock on exercise of stock options (in shares)			97,033
Vesting of early exercised stock options	182			182
Issuance of restricted stock units	30			30
Issuance of restricted stock units (in shares)			4,221
Repurchases of early exercised stock options	(8)			(8)
Repurchases of early exercised stock options (in shares)			(1,328)
Issuance of common stock under Matching Plan	1,056			1,056
Issuance of common stock under Matching Plan (in shares)			648,729
Issuance of common stock in connection with restricted stock units vesting (in shares)			231,018
Shares withheld from common stock issued to pay employee payroll taxes	(242)			(242)
Shares withheld from common stock issued to pay employee payroll taxes (in shares)			(56,936)
Stock-based compensation	11,087			11,087
Net loss	(17,003)				(17,003)
Ending balance at Sep. 30, 2023	95,056	$ 0	$ 7	228,618	(133,569)
Ending balance (in shares) at Sep. 30, 2023		0
Ending balance (in shares) at Sep. 30, 2023			83,699,228
Beginning balance at Dec. 31, 2023	$ 100,744	$ 0	$ 8	241,509	(140,773)
Beginning balance (in shares) at Dec. 31, 2023	0	0
Beginning balance (in shares) at Dec. 31, 2023			85,225,328
Increase (Decrease) in Stockholders' Equity
Issuance of common stock on exercise of stock options	$ 303			303
Issuance of common stock on exercise of stock options (in shares)	306,917		306,917
Vesting of early exercised stock options	$ 337			337
Issuance of restricted stock units	53			53
Issuance of restricted stock units (in shares)			27,925
Repurchases of early exercised stock options (in shares)			(32,954)
Issuance of common stock under Matching Plan	2,900		$ 1	2,899
Issuance of common stock under Matching Plan (in shares)			3,364,621
Issuance of common stock in connection with restricted stock units vesting (in shares)			680,777
Repurchase and retirement of common stock	(1,510)			(1,510)
Repurchase and retirement of common stock (in shares)			(645,938)
Stock-based compensation	25,850			25,850
Net loss	(8,743)				(8,743)
Ending balance at Sep. 30, 2024	$ 119,934	$ 0	$ 9	269,441	(149,516)
Ending balance (in shares) at Sep. 30, 2024	0	0
Ending balance (in shares) at Sep. 30, 2024			88,926,676
Beginning balance at Jun. 30, 2024	$ 114,000	$ 0	$ 9	261,309	(147,318)
Beginning balance (in shares) at Jun. 30, 2024		0
Beginning balance (in shares) at Jun. 30, 2024			88,194,690
Increase (Decrease) in Stockholders' Equity
Issuance of common stock on exercise of stock options	250			250
Issuance of common stock on exercise of stock options (in shares)			250,388
Vesting of early exercised stock options	94			94
Issuance of restricted stock units	18			18
Issuance of restricted stock units (in shares)			11,666
Repurchases of early exercised stock options (in shares)			(2,520)
Issuance of common stock under Matching Plan	896			896
Issuance of common stock under Matching Plan (in shares)			911,645
Issuance of common stock in connection with restricted stock units vesting (in shares)			206,745
Repurchase and retirement of common stock	(1,510)			(1,510)
Repurchase and retirement of common stock (in shares)			(645,938)
Stock-based compensation	8,384			8,384
Net loss	(2,198)				(2,198)
Ending balance at Sep. 30, 2024	$ 119,934	$ 0	$ 9	$ 269,441	$ (149,516)
Ending balance (in shares) at Sep. 30, 2024	0	0
Ending balance (in shares) at Sep. 30, 2024			88,926,676

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Finance and Operating Lease Arrangements

The Company did not enter into any new lease agreements during the nine months ended September 30, 2024. The components of lease cost reflected in the Condensed Consolidated Statements of Operations for all leases were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Finance lease cost:
Amortization of ROU assets	$	34	$	77	$	102	$	472
Interest on lease liabilities	6		3		19		7
Total finance lease cost	40		80		121		479
Operating lease cost	270		277		805		707
Total lease cost	$	310	$	357	$	926	$	1,186

Other information related to leases was as follows (in thousands, except as noted within):


	As of September 30,			As of December 31,
	2024			2023
Finance lease ROU assets (included within Lease right-of-use assets)	$	261		$	364
Operating lease ROU assets (included within Lease right-of-use assets)	$	5,350		$	6,071
Weighted average remaining lease term (in years):
Finance leases	1.92			2.67
Operating leases	8.53			9.18
Weighted average discount rate:
Finance leases	8.10		%	8.10		%
Operating leases	8.30		%	8.30		%

Supplemental cash flow information related to leases was as follows (in thousands):


	Nine months ended September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(327)	$	(466)
Operating cash flows from finance leases	$	(19)	$	(7)
Financing cash flows from finance leases	$	(96)	$	(482)

Maturities of lease liabilities as of September 30, 2024 were as follows (in thousands):


For the year ending:	Finance leases		Operating leases
Remainder of 2024	$	39	$	189
2025	153		1,079
2026	102		1,018
2027	—		1,033
2028	—		1,063
Thereafter	—		4,499
Total future lease payments	294		8,881
Less: imputed interest	(21)		(2,595)
Less: Lease liabilities, current	(137)		(494)
Lease liabilities, non-current	$	136	$	5,792

Amortizing Term Mortgage

In August 2019, the Company entered into an $8.3 million amortizing term mortgage agreement with Canadian Imperial Bank of Commerce ("CIBC") for the Company's commercial building located in Portland, Oregon. The agreement required principal and interest payments to be made each month over a five-year period. Interest accrued at a fixed rate of 5.00% per year until August 2024, at which point the remaining outstanding principal balance on the amortizing term mortgage was due in full. The borrowings were secured by the building. The outstanding balance of the amortizing term mortgage was $7.7 million as of December 31, 2023. The then-outstanding balance of $7.6 million and an immaterial amount of accrued interest on the amortizing term mortgage were repaid in full on August 29, 2024.

Loan and Security Agreement

In September 2021, the Company amended and restated its loan and security agreement with CIBC (the "2021 Amended Loan and Security Agreement") which consisted of a $45.0 million initial term loan, the option to enter into an additional $30.0 million delayed term loan that expired in March 2023, and a monthly revolving line of credit of $25.0 million. Under the 2021 Amended Loan and Security Agreement, the initial term loan of $45.0 million was payable over a 60-month period with principal and accrued interest payments due each quarter, commencing on September 30, 2021. The 2021 Amended Loan and Security Agreement amortized in equal quarterly installments of $0.1 million through September 30, 2024, $0.2 million beginning October 1, 2024 and $0.6 million beginning October 1, 2025, with any remaining principal balance due and payable on maturity in September 2026. The amounts borrowed accrued interest at the bank’s reference rate plus 2.25% beginning on September 30, 2021 and continued on a quarterly basis through maturity of the term loan. The borrowings were secured by substantially all the Company’s assets. The then-outstanding balance of $36.0 million and $0.1 million of accrued interest on the term loan were repaid in full on October 12, 2023.

In February 2024, the Company entered into a Second Amended and Restated Loan and Security Agreement (as amended by the First Amendment described below, and as may be further amended from time to time, the "2024 Amended Loan and Security Agreement") with CIBC. The 2024 Amended Loan and Security Agreement amends and restates the 2021 Amended Loan and Security Agreement, to extend the maturity date of the revolving line of credit from September 2024 to September 2025, remove certain provisions related to the term loan that was repaid in full in October 2023 and make certain changes to the positive and negative covenants intended to better align with the operations of the Company. The 2024 Amended Loan and Security Agreement continues to provide for a $25.0 million revolving credit facility. Borrowings under the revolving line of credit accrue interest at CIBC’s reference rate plus 1.00% (9.00% as of September 30, 2024) and are secured by substantially all of the Company's assets. In May 2024, the Company entered into a First Amendment to the 2024 Amended Loan and Security Agreement, which amended the covenant restricting the amount of repurchases of common stock to allow for certain additional repurchase activity and provided a waiver for the Company's non-compliance during prior periods with the previous version of such covenant.

The Company incurred an immaterial amount of costs in connection with entering into the 2024 Amended Loan and Security Agreement. These debt issuance costs are reflected as a deferred asset within Other current assets on the Condensed Consolidated Balance Sheets and are being amortized to interest expense on a straight-line basis over the term of the agreement. As of September 30, 2024, the unamortized debt issuance costs included within Other current assets was immaterial.

On April 24, 2024, the Company entered into an irrevocable standby letter of credit (the "Letter of Credit") issued under the 2024 Amended Loan and Security Agreement to reduce cash collateral requirements in connection with the Updated Card Program. The Letter of Credit was issued in the amount of $1.0 million for the benefit of Bancorp and expires on March 20, 2025. No amounts have been drawn on the Letter of Credit as of September 30, 2024.

Upon repayment of the amortizing term mortgage on August 29, 2024, the Company entered into a Second Amendment to the 2024 Amended Loan and Security Agreement, which permits the Company's wholly-owned subsidiary, 401 SW 5th Ave LLC, to remain an excluded subsidiary provided that the subsidiary does not engage in any operations or activities except to maintain legal existence and ownership of the real property or any related activities thereto, does not hold assets other than real estate assets, and does not incur any indebtedness except for intercompany liabilities permitted under the agreement or grant any liens.

As of December 31, 2023, there were $15.0 million of borrowings under the revolving line of credit. The then-outstanding balance of $15.0 million and an immaterial amount of accrued interest on the revolving line of credit were repaid in full on July 10, 2024. As of September 30, 2024, there was $24.0 million of capacity available for additional borrowings.

As of September 30, 2024, the Company was in compliance with all debt covenants.

Defined Contribution Plans

The Company sponsors a U.S. 401(k) defined contribution plan for all eligible employees who elect to participate. The Company is permitted to make discretionary profit sharing and 401(k) matching contributions as defined in the plan and as approved by the Board of Directors. Effective January 1, 2018, the Company matches up to 4.50% of each participant’s eligible compensation. No discretionary profit-sharing contributions were made during the three and nine months ended September 30, 2024 and 2023. The Company’s 401(k) matching contributions were $0.2 million for both the three months ended September 30, 2024 and 2023. The Company’s 401(k) matching contributions were $0.6 million and $0.7 million for the nine months ended September 30, 2024 and 2023, respectively.

Legal

From time to time in the normal course of business, the Company may be involved in claims, proceedings and litigation. In the case of any litigation, the Company records a provision for a liability when management believes that it is both probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. The Company reviews such provisions at least quarterly and adjusts such provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case.

As of September 30, 2024, there were no legal contingency matters, either individually or in aggregate, that would have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Insider Trading Arrangements

3 Months Ended

9 Months Ended

Sep. 30, 2024

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

Trading Arrangement

Action

Date

Rule 10b5-1(1)

Non-Rule 10b5-1(2)

Total Shares to be Sold

Expiration Date

Jason Mills, Director

Adopt

September 20, 2024

67,992(3)

December 20, 2026

David Barrett, Chief Executive Officer

Terminate

August 14, 2024

1,322,360(4)

March 15, 2025

David Barrett, Chief Executive Officer

Adopt

August 15, 2024

1,858,550(5)

May 15, 2025

(1)Intended to satisfy the affirmative defense of Rule 10b5-1(c).

(2)Not intended to satisfy the affirmative defense of Rule 10b5-1(c).

(3)The trading plan provides for the sale of up to 67,992 shares and terminates upon the earlier of (i) December 20, 2026 or (ii) the aggregate sale of 67,992 shares under the trading plan.

(4)The actual number of shares sold under the trading plan will depend on the current share price when sales occur, this estimation is based on the closing share price on August 14, 2024, the date the plan was terminated.

(5)The actual number of shares sold under the trading plan will depend on the current share price when sales occur, this estimation is based on the closing share price on October 28, 2024.

Non-Rule 10b5-1 Arrangement Adopted

false

Rule 10b5-1 Arrangement Terminated

false

Non-Rule 10b5-1 Arrangement Terminated

false

Jason Mills [Member]

Trading Arrangements, by Individual

Name

Jason Mills

Title

Director

Rule 10b5-1 Arrangement Adopted

true

September 20, 2024

December 20, 2026

821 days

67,992

David Barrett [Member]

Trading Arrangements, by Individual

Name

David Barrett

Title

Chief Executive Officer

David Barrett August 14, 2024 Plan [Member] | David Barrett [Member]

Trading Arrangements, by Individual

Non-Rule 10b5-1 Arrangement Terminated

true

Termination Date

August 14, 2024

Expiration Date

March 15, 2025

Aggregate Available

1,322,360

David Barrett August 15, 2024 Plan [Member] | David Barrett [Member]

Trading Arrangements, by Individual

Rule 10b5-1 Arrangement Adopted

true

August 15, 2024

May 15, 2025

273 days

1,858,550

STOCK INCENTIVE PLANS

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

STOCK INCENTIVE PLANS

2009 and 2019 Stock Plans

In 2009, the Board of Directors approved the 2009 Stock Plan ("2009 Stock Plan"). As amended in 2015, the 2009 Stock Plan permitted the Company to grant up to 16,495,150 shares of common stock. In January 2018, the Company increased the number of shares of common stock reserved under the 2009 Stock Plan by 535,130 shares to 17,030,280 shares. In April 2019, the Board of Directors approved the adoption of the 2019 Stock Plan ("2019 Stock Plan", and together with the 2009 Stock Plan, "Stock Plans"). The 2019 Stock Plan permitted the Company to grant up to 8,173,970 additional shares, increasing the overall common stock reserved for grant under the Stock Plans to 25,204,250 shares. In September 2021, the Board of Directors approved the grant of 8,679,380 restricted stock units under the 2019 Stock Plan, covering an aggregate of 4,339,690 shares of each of Class A and LT50 common stock effective immediately prior to the effectiveness of the Company's IPO Registration Statement on Form S-1 ("IPO Registration Statement") on November 9, 2021. On November 9, 2021, the Board of Directors amended and restated the 2019 Stock Plan to, among other things, increase the common stock reserved for issuance under the 2019 Stock Plan to an aggregate of 16,856,770 shares of Class A and LT50 common stock.

Following the completion of the initial public offering of the Company’s Class A common stock ("IPO"), the Company did not and does not intend to make any further grants under the Stock Plans. However, the Stock Plans will continue to govern the terms and conditions of the outstanding awards granted under the Stock Plans. Upon the expiration, forfeiture, cancellation, withholding of shares upon exercise or settlement of an award to satisfy the exercise price or tax withholding, or repurchase of any shares of Class A common stock underlying outstanding stock-based awards granted under the 2009 Stock Plan or of Class A or LT50 common stock underlying outstanding stock-based awards granted under the 2019 Stock Plan, an equal number of shares of Class A common stock will become available for grant under the 2021 Incentive Award Plan ("2021 Plan") and the Company's 2021 Stock Purchase and Matching Plan ("Matching Plan" and together with the 2021 Plan, "2021 Incentive Plans").

2021 Incentive Plans

In November 2021, the Board of Directors adopted, and its stockholders approved, the 2021 Incentive Plans, which both became effective immediately before the effectiveness of the IPO Registration Statement and use a combined share reserve. Under the 2021 Incentive Plans, 11,676,932 shares of Class A common stock were initially reserved for issuance pursuant to a variety of stock-based awards, including incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units ("RSUs"), and other forms of equity and cash compensation under the 2021 Plan and purchase rights and matching awards under the Matching Plan. The number of shares initially reserved for issuance or transfer pursuant to awards under the 2021 Incentive Plans will be increased upon the expiration, forfeiture, cancellation, withholding of shares upon exercise or settlement of an award to satisfy the exercise price or tax withholding, or repurchase of any shares of Class A common stock underlying outstanding stock-based awards granted under the 2009 Stock Plan or of Class A or LT50 common stock underlying outstanding stock-based awards granted under the 2019 Stock Plan. The number of shares of Class A common stock reserved and available for issuance under the 2021 Incentive Plans as of September 30, 2024 and December 31, 2023 was 22,814,452 shares and 19,712,910 shares, respectively. The number of shares will automatically increase each subsequent January 1 through January 1, 2031, by the lesser of (A) 6% of the aggregate number of shares of all classes of common stock outstanding on the immediately preceding calendar year end, or (B) such lesser number of shares as determined by the Company’s Board of Directors or compensation committee; provided, however, that no more than 87,576,990 shares of Class A common stock may be issued upon the exercise of incentive stock options.

Matching Plan

The Matching Plan operates using consecutive three-month offering periods that commenced on March 15, 2022. Employees, consultants and directors (collectively, "Service Providers") of the Company can participate in the Matching Plan by electing to contribute compensation through payroll deductions or from fee payments or may be granted discretionary awards under the Matching Plan. On the last day of the offering period the contributions made during the offering period are used to purchase shares of Class A common stock.

The price at which Class A common stock is purchased under the Matching Plan equals the average of the high and low trading price of a share of Class A common stock as of the last trading day of the offering period. At the end of each offering period, the Company may provide a discretionary match up to 1/10 of a share of Class A common stock for each share of Class A common stock purchased by or issued to a Service Provider under the Matching Plan that is retained through the end of the applicable offering period. No fractional shares will be issued by the Company. The Company will round to the nearest full share for shares purchased by a Service Provider as well as any matched shares issued to a Service Provider under the Matching Plan. The match rate applicable to each offering period shall be limited to 1.50% of the shares of any class of capital stock outstanding as of the exercise date applicable to such offering period. The Company estimates the fair value of matched shares provided under the Matching Plan using the closing stock price on the date of grant. The Company recognizes stock-based compensation expense related to the matched shares pursuant to its Matching Plan on a straight-line basis over the applicable three-month offering period.

Service Providers who participated in the Matching Plan for the offering period ended September 14, 2024 purchased a total of 370,122 Class A common shares, based on a purchase price of $2.42, resulting in gross cash proceeds to the Company of $0.9 million.

Service Providers who participated in the Matching Plan for the offering period ended September 14, 2023 purchased a total of 275,210 Class A common shares, based on a purchase price of $3.84, resulting in gross cash proceeds to the Company of $1.1 million.

For the offering period ended September 14, 2024, the Company elected to match each share of Class A common stock purchased or issued under the Matching Plan with 1/20 of a share of Class A common stock. The Company granted a total of 176,449 shares of Class A common stock as a matching contribution under the Matching Plan with no shares withheld for taxes, during the three months ended September 30, 2024. The Company granted a total of 443,671 shares of Class A common stock as a matching contribution under the Matching Plan with no shares withheld for taxes, during the nine months ended September 30, 2024.

For the offering period ended September 14, 2023, the Company elected to match each share of Class A common stock purchased or issued under the Matching Plan with 1/20 of a share of Class A common stock. The Company granted a total of 35,732 shares of Class A common stock as a matching contribution under the Matching Plan, net of a total of 9,054 shares withheld for taxes, during the three months ended September 30, 2023. The Company granted a total of 72,578 shares of Class A common stock as a matching contribution under the Matching Plan, net of a total of 15,871 shares withheld for taxes, during the nine months ended September 30, 2023.

The Company has made discretionary contributions under the Matching Plan to eligible Service Providers. The Company granted a total of 365,074 shares of Class A common stock as discretionary contributions under the Matching Plan with no shares withheld for taxes, during the three months ended September 30, 2024. The Company granted a total of 1,300,451 shares of Class A common stock as discretionary contributions under the Matching Plan with no shares withheld for taxes, during the nine months ended September 30, 2024.

The Company granted a total of 299,713 shares of Class A common stock as discretionary contributions under the Matching Plan, net of a total of 29,020 shares withheld for taxes, during the three months ended September 30, 2023. The Company granted a total of 375,024 shares of Class A common stock as discretionary contributions under the Matching Plan, net of a total of 64,411 shares withheld for taxes, during the nine months ended September 30, 2023.

Restricted Stock Units

On September 24, 2021, under the 2019 Stock Plan, the Company approved the grant of Class A and LT50 common stock RSUs to Service Providers effective November 9, 2021, the date the Company amended its Certificate of Incorporation, to include, among other things, LT50 common stock. RSUs granted to Service Providers on November 9, 2021 that were approved in September 2021 vest upon the satisfaction of both a performance and service condition. The performance condition was satisfied immediately prior to the effectiveness of the IPO Registration Statement. The service condition is satisfied over eight years with 1/8 of the grant having vested on September 15, 2022 and quarterly vesting of 1/32 of the grant every December 15, March 15, June 15 and September 15 (each, a "Specified Quarterly Date") thereafter until fully vested, in each case subject to continued service to the Company. All RSUs granted to Service Providers after the IPO, under the 2021 Plan, have a service condition only, which is satisfied over eight years from the vesting commencement date corresponding to one of the Specified Quarterly Dates nearest the date of grant, with 1/8 of each grant vesting on the first anniversary of the vesting commencement date and 1/32 of each grant vesting in equal quarterly installments thereafter until fully vested, in each case, subject to continued service to the Company.

Pursuant to the Company's Non-Employee Director Compensation Program, which was adopted under the 2021 Incentive Plans, the Company granted 230,064 Class A common stock RSUs for the nine months ended September 30, 2024. A total of 62,676 Class A common RSUs vested during the nine months ended September 30, 2024 related to previously-granted RSU awards as the quarterly service conditions were satisfied.

During the nine months ended September 30, 2024, RSU activity for Service Providers and non-employee directors was as follows:


	Class A Common Stock	LT50 Common Stock	Weighted average grant date fair value per share
Outstanding at December 31, 2023	2,742,273	2,646,332	$	32.59
RSUs granted	230,064	—	$	1.40
RSUs vested	(373,745)	(307,032)	$	30.42
RSUs cancelled/forfeited/expired	(316,939)	(316,939)	$	38.13
Outstanding at September 30, 2024	2,281,653	2,022,361	$	30.45

As of September 30, 2024, there was $109.4 million of unamortized stock-based compensation cost related to unvested RSUs, which is expected to be recognized over the remaining weighted average life of 4.69 years. As of December 31, 2023, there was $153.4 million of unamortized stock-based compensation cost related to unvested RSUs, which was expected to be recognized over the remaining weighted average life of 5.37 years.

Stock Options

The Stock Plans and the 2021 Plan provide for the grant of incentive and nonstatutory stock options to Service Providers. Under the Stock Plans and the 2021 Plan, the exercise price of incentive stock options must be equal to at least 110% of the fair market value of the common stock on the grant date for a “ten-percent holder” or 100% of the fair market value of the common stock on the grant date for any other participant. The exercise price of nonstatutory options granted must be equal to at least 100% of the fair market value of the Company’s common stock on the date of grant.

The Company has only granted options under the Stock Plans. Options typically vest over four years and are exercisable at any time after the grant date, provided that Service Providers exercising unvested options receive restricted common stock that is subject to repurchase at the original exercise price upon termination of service. The repurchase right lapses in accordance with the vesting schedule of the exercised option. Early exercises of options prior to vesting are not deemed to be substantive exercises for accounting purposes and accordingly, amounts received for early exercises of unvested options are recorded as a liability. These repurchase terms are considered to be a forfeiture provision and do not result in variable accounting. There was an immaterial amount of exercised restricted common stock repurchased during the nine months ended September 30, 2024 and 2023.

As of September 30, 2024 and December 31, 2023, there were 155,400 and 393,251 shares subject to repurchase, respectively, related to unvested stock options that had been early exercised. As of September 30, 2024 and December 31, 2023, the Company recorded a liability related to shares subject to repurchase of $0.2 million and $0.6 million, respectively, which is included within Accrued expenses and other liabilities in the accompanying Condensed Consolidated Balance Sheets. These amounts are reclassified to Common stock and Additional paid-in capital as the underlying shares vest.

A summary of the Company's stock option activity was as follows:


	Shares	Weighted average exercise price per share		Weighted average remaining contractual life (in years)
Outstanding at December 31, 2023	5,902,591	$	1.68	4.03
Options exercised	(306,917)	$	0.99
Options cancelled/forfeited/expired	(122,788)	$	3.12
Outstanding at September 30, 2024	5,472,886	$	1.66	3.15
Exercisable at September 30, 2024	5,447,146	$	1.65	3.14

The total pretax intrinsic value of options outstanding at September 30, 2024 and December 31, 2023 was $5.9 million and $8.9 million, respectively. The total pretax intrinsic value of options exercisable at September 30, 2024 was $5.9 million. The intrinsic value is the difference between the estimated fair market value of the Company’s common stock at the date of exercise and the exercise price for in-the-money options.

As of September 30, 2024, there was $1.7 million of unrecognized stock-based compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 0.40 years. As of December 31, 2023, there was $4.1 million of unrecognized stock-based compensation cost related to unvested stock options, which was expected to be recognized over a weighted average period of 0.75 years.

Cash received from option exercises and purchases of shares under the Stock Plans for both the nine months ended September 30, 2024 and 2023 was $0.3 million and $0.2 million, respectively.

Stock-Based Compensation


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Matching Plan shares	$	898	$	1,697	$	3,468	$	3,018
Restricted stock units	6,793		8,548		20,083		27,197
Stock options	693		842		2,299		2,616
Total stock-based compensation	8,384		11,087		25,850		32,831
Less: stock-based compensation capitalized as software development costs	(754)		(820)		(2,315)		(2,219)
Total stock-based compensation expense	$	7,630	$	10,267	$	23,535	$	30,612


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Cost of revenue, net	$	2,843	$	3,312	$	8,661	$	10,218
Research and development	2,530		2,901		8,424		7,562
General and administrative	1,560		2,532		4,965		7,552
Sales and marketing	697		1,522		1,485		5,280
Total stock-based compensation expense	$	7,630	$	10,267	$	23,535	$	30,612