nrds-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2022


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

For the transition period from to

Commission file number 001-40994

NerdWallet, Inc.

(Exact name of registrant as specified in its charter)


Delaware			45-4180440
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

55 Hawthorne Street, 11th Floor, San Francisco, California 94105

(Address of principal executive offices) (Zip code)

(415) 549-8913

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A common stock, $0.0001 par value	NRDS	The Nasdaq Global Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No

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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

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

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

The registrant had outstanding 35,465,297 shares of Class A common stock and 31,685,652 shares of Class B common stock as of April 27, 2022.


			Page
PART I		Financial Information
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Operations	4
		Condensed Consolidated Statements of Comprehensive Loss	5
		Condensed Consolidated Statements of Stockholders’ Equity	6
		Condensed Consolidated Statements of Cash Flows	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
	Item 4.	Controls and Procedures	21

PART II		Other Information
	Item 1.	Legal Proceedings	21
	Item 1A.	Risk Factors	21
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
	Item 3.	Defaults Upon Senior Securities	21
	Item 4.	Mine Safety Disclosures	21
	Item 5.	Other Information	21
	Item 6.	Exhibits	22

Signatures			23


	March 31, 2022		December 31, 2021
(in millions, except share amounts which are in thousands and per share amounts)
Assets
Current assets:
Cash and cash equivalents	$	161.6	$	167.8
Accounts receivable	72.5		57.6
Prepaid expenses and other current assets	19.2		17.4
Total current assets	253.3		242.8
Property, equipment and software — net	39.6		34.9
Goodwill	43.6		43.8
Intangibles — net	25.5		27.6
Right-of-use assets	13.3		13.9
Other assets	0.8		1.1
Total Assets	$	376.1	$	364.1
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	5.2	$	3.2
Accrued expenses and other current liabilities	41.5		32.1
Contingent consideration — current	30.5		30.5
Total current liabilities	77.2		65.8
Contingent consideration — noncurrent	28.1		24.2
Deferred tax liability — noncurrent	1.1		1.8
Other liabilities — noncurrent	14.3		14.7
Total liabilities	120.7		106.5
Commitments and contingencies (Note 5)
Stockholders’ equity:
Preferred stock — $0.0001 par value per share — 5,000 shares authorized as of March 31, 2022 and December 31, 2021; zero shares issued and outstanding as of March 31, 2022 and December 31, 2021	—		—
Common stock — $0.0001 par value per share — 296,686 shares authorized as of March 31, 2022 and December 31, 2021; 67,138 and 66,722 shares issued and outstanding as of March 31, 2022 and December 31, 2021	—		—
Additional paid-in capital	340.2		331.6
Accumulated other comprehensive income	0.2		0.5
Accumulated deficit	(85.0)		(74.5)
Total stockholders’ equity	255.4		257.6
Total Liabilities and Stockholders’ Equity	$	376.1	$	364.1


	Three Months Ended March 31,
(in millions, except per share amounts)	2022		2021
Revenue	$	129.1	$	90.0
Costs and Expenses:
Cost of revenue	7.7		6.5
Research and development	17.4		12.2
Sales and marketing	96.1		68.6
General and administrative	13.1		8.9
Change in fair value of contingent consideration related to earnouts	3.9		7.0
Total costs and expenses	138.2		103.2
Loss From Operations	(9.1)		(13.2)
Other expense:
Interest expense	(0.2)		(0.3)
Other losses, net	—		(0.1)
Total other expense	(0.2)		(0.4)
Loss before income taxes	(9.3)		(13.6)
Income tax provision (benefit)	1.2		(0.7)
Net Loss	$	(10.5)	$	(12.9)
Net Loss Per Share Attributable to Common Stockholders
Basic	$	(0.16)	$	(0.27)
Diluted	$	(0.16)	$	(0.27)
Weighted-Average Shares Used in Computing Net Loss Per Share Attributable to Common Stockholders
Basic	66.9		48.5
Diluted	66.9		48.5


	Three Months Ended March 31,
(in millions)	2022		2021
Net Loss	$	(10.5)	$	(12.9)
Other Comprehensive Loss:
Change in foreign currency translation	(0.3)		0.2
Comprehensive Loss	$	(10.8)	$	(12.7)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Stockholders’ Equity
(in millions, except share amounts which are in thousands)
	Shares	Amount
Balance at December 31, 2021	66,722	$	—	$	331.6	$	0.5	$	(74.5)	$	257.6
Issuance of Class A common stock upon exercise of stock options	154	—		0.7						0.7
Issuance of Class A common stock pursuant to settlement of restricted stock units	262	—								—
Stock-based compensation				7.9						7.9
Other comprehensive loss						(0.3)				(0.3)
Net loss								(10.5)		(10.5)
Balance at March 31, 2022	67,138	$	—	$	340.2	$	0.2	$	(85.0)	$	255.4


(in millions)	Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Carrying Value
As of March 31, 2022
Assets:
Cash and cash equivalents — money market funds	$	157.9	$	—	$	—	$	157.9
Certificate of deposit	—		2.0		—		2.0
	$	157.9	$	2.0	$	—	$	159.9
Liabilities:
Contingent consideration	$	—	$	—	$	58.6	$	58.6


	Outstanding Stock Options (in thousands)	Weighted- Average Exercise Price	Weighted- Average Contractual Life (Years)	Aggregate Intrinsic Value (in millions)
Balance as of December 31, 2021	6,443	$8.84	6.5	$45.3
Granted	725	$12.64
Exercised	(154)	$6.19
Cancelled/forfeited	(108)	$10.66
Balance as of March 31, 2022	6,906	$9.27	6.7	$25.5
Vested and exercisable as of March 31, 2022	4,197	$6.34	5.2	$24.1


	Number of Units (in thousands)	Weighted-Average Grant-Date Fair Value
Nonvested as of December 31, 2021	3,818	$	18.07
Granted	559	$	12.76
Vested	(262)	$	16.70
Forfeited	(204)	$	17.28
Nonvested as of March 31, 2022	3,911	$	17.45


	Three Months Ended March 31,
	2022		2021
Expected volatility	51.9	%	54.6	%
Expected term (in years)	6.0		6.0
Expected dividend yield	0	%	0	%
Risk-free interest rate	2.4	%	1.1	%

SEC Form 10-Q filed by NerdWallet Inc.