NERDWALLET, INC. 10-K

Item 8. Financial Statements and Supplementary Data. NerdWallet, Inc. Index to Consolidated Financial Statements Page R eport of I nd ependent R egistered P ublic A ccounting F irm 58 Consolidated Financial Statements of NerdWallet, Inc. and its Consolidated Subsidiaries: Consolidated Balance Sheets 59 Consolidated Statements of Operations 60 Consolidated Statements of Comprehensive Income (Loss) 61 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) 62 Consolidated Statements of Cash Flows 64 Notes to Consolidated Financial Statements 66 All schedules have been omitted as the information is provided in the financial statements or in related notes thereto, or is not required to be filed as the information is not applicable. 57 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of NerdWallet, Inc.: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of NerdWallet, Inc. and subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive income (loss), redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020 and the results of its operations and cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Deloitte & Touche LLP San Jose, California March 24, 2022 We have served as the Company’s auditor since 2015. 58 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS Table of Contents (in millions, except share amounts which are in thousands and per share amounts) As of December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 167.8 $ 83.4 Accounts receivable 57.6 37.3 Prepaid expenses and other current assets 17.4 8.7 Total current assets 242.8 129.4 Property, equipment and software — net 34.9 27.7 Goodwill 43.8 43.8 Intangibles — net 27.6 35.6 Deferred tax asset — noncurrent — 4.1 Right-of-use assets 13.9 14.0 Other assets 1.1 0.6 Total Assets $ 364.1 $ 255.2 Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity Current liabilities: Accounts payable $ 3.2 $ 5.4 Accrued and other current liabilities 32.1 18.6 Contingent consideration — current 30.5 — Total current liabilities 65.8 24.0 Contingent consideration — noncurrent 24.2 36.5 Debt — noncurrent — 30.2 Deferred tax liability — noncurrent 1.8 1.5 Other liabilities — noncurrent 14.7 11.5 Total liabilities 106.5 103.7 Commitments and contingencies (Note 8) Series A redeemable convertible preferred stock — $ 0.0001 par value per share — zero and 8,651 shares authorized as of December 31, 2021 and 2020; zero and 7,687 shares issued and outstanding as of December 31, 2021 and 2020; liquidation preference of zero and $ 69.0 million as of December 31, 2021 and 2020 — 68.8 Stockholders’ equity: Preferred stock — $ 0.0001 par value per share — 5,000 and zero shares authorized as of December 31, 2021 and 2020; zero shares issued and outstanding as of December 31, 2021 and 2020 — — Common stock — $ 0.0001 par value per share — 296,686 and 127,500 shares authorized as of December 31, 2021 and 2020; 66,722 and 48,853 shares issued and outstanding as of December 31, 2021 and 2020 — — Treasury stock — — Additional paid-in capital 331.6 99.8 Accumulated other comprehensive income 0.5 0.6 Accumulated deficit ( 74.5 ) ( 17.7 ) Total stockholders’ equity 257.6 82.7 Total Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity $ 364.1 $ 255.2 See notes to consolidated financial statements. 59 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Table of Contents (in millions, except per share amounts) Year Ended December 31, 2021 2020 2019 Revenue $ 379.6 $ 245.3 $ 228.3 Costs and Expenses: Cost of revenue 28.5 21.3 16.1 Research and development 62.2 50.9 46.0 Sales and marketing 271.3 144.0 115.6 General and administrative 38.5 28.0 22.2 Change in fair value of contingent consideration related to earnouts 18.1 ( 0.8 ) — Total costs and expenses 418.6 243.4 199.9 Income (Loss) From Operations ( 39.0 ) 1.9 28.4 Other income (expense): Interest income — 0.2 1.1 Interest expense ( 1.3 ) ( 1.1 ) ( 1.1 ) Other gains (losses), net 2.6 ( 0.1 ) ( 0.5 ) Total other income (expense) 1.3 ( 1.0 ) ( 0.5 ) Income (loss) before income taxes ( 37.7 ) 0.9 27.9 Income tax provision (benefit) 4.8 ( 4.4 ) 3.7 Net Income (Loss) $ ( 42.5 ) $ 5.3 $ 24.2 Net Income (Loss) Per Share Attributable to Common Stockholders Basic $ ( 0.82 ) $ 0.12 $ 0.57 Diluted $ ( 0.82 ) $ 0.09 $ 0.45 Weighted-average Shares Used in Computing Net Income (Loss) Per Share Attributable to Common Stockholders Basic 51.9 44.3 42.1 Diluted 51.9 56.3 54.3 See notes to consolidated financial statements. 60 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Table of Contents (in millions) Year Ended December 31, 2021 2020 2019 Net Income (Loss) $ ( 42.5 ) $ 5.3 $ 24.2 Other Comprehensive Income (Loss): Change in foreign currency translation ( 0.1 ) 0.6 — Comprehensive Income (Loss) $ ( 42.6 ) $ 5.9 $ 24.2 See notes to consolidated financial statements. 61 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) Table of Contents Series A Redeemable Convertible Preferred Stock Common Stock Treasury Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Stockholders’ Equity (Deficit) (in millions, except share amounts which are in thousands) Shares Amount Shares Amount Shares Amount Balance at December 31, 2018 7,687 $ 68.8 42,009 $ — 780 $ ( 1.6 ) $ 22.8 $ — $ ( 41.4 ) $ ( 20.2 ) Impact of ASU 2016-16 adoption ( 0.7 ) ( 0.7 ) Issuance of Class A common stock upon exercise of stock options 625 — 1.7 1.7 Repurchase of stock options ( 0.8 ) ( 0.8 ) Repurchase of Class A common stock ( 326 ) — ( 2.3 ) ( 2.3 ) Stock-based compensation 6.1 6.1 Net income 24.2 24.2 Balance at December 31, 2019 7,687 $ 68.8 42,308 $ — 780 $ ( 1.6 ) $ 29.8 $ — $ ( 20.2 ) $ 8.0 Issuance of Class A common stock in connection with equity offering 3,879 — 54.3 54.3 Issuance of Class A common stock upon exercise of stock options 2,701 — 8.4 8.4 Issuance of Class A common stock pursuant to settlement of restricted stock units 84 — — Class A common stock surrendered for employees’ tax liability upon settlement of restricted stock units ( 26 ) — ( 0.4 ) ( 0.4 ) Repurchase of stock options ( 0.4 ) ( 0.4 ) Repurchase of Class A common stock ( 93 ) — ( 1.2 ) ( 1.2 ) Constructive retirement of treasury stock ( 780 ) 1.6 ( 1.6 ) — Stock-based compensation 8.1 8.1 Other comprehensive income 0.6 0.6 Net income 5.3 5.3 Balance at December 31, 2020 7,687 $ 68.8 48,853 $ — — $ — $ 99.8 $ 0.6 $ ( 17.7 ) $ 82.7 62 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) Table of Contents Series A Redeemable Convertible Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Stockholders’ Equity (Deficit) (in millions, except share amounts which are in thousands) Shares Amount Shares Amount Balance at December 31, 2020 7,687 $ 68.8 48,853 $ — $ 99.8 $ 0.6 $ ( 17.7 ) $ 82.7 Issuance of Class A common stock upon initial public offering 8,338 — 134.8 134.8 Issuance of Class A common stock upon exercise of stock options 2,322 — 11.0 11.0 Issuance of Class A common stock pursuant to settlement of restricted stock units 647 — — Class A common stock surrendered for employees’ tax liability upon settlement of restricted stock units ( 96 ) — ( 1.9 ) ( 1.9 ) Conversion of Series A redeemable convertible preferred stock to Class A common stock ( 58 ) ( 0.5 ) 58 — 0.5 0.5 Conversion of Series A redeemable convertible preferred stock to Class A common stock upon initial public offering ( 7,527 ) ( 66.2 ) 7,527 — 66.2 66.2 Repurchase of stock options ( 1.4 ) ( 1.4 ) Repurchase of early exercised stock options ( 3 ) — — Repurchase of Series A redeemable convertible preferred stock ( 102 ) ( 2.1 ) Repurchase of Class A common stock ( 41 ) — ( 0.5 ) ( 0.5 ) Repurchase of Class F common stock ( 883 ) — ( 12.4 ) ( 12.4 ) Stock-based compensation 21.2 21.2 Other comprehensive loss ( 0.1 ) ( 0.1 ) Net loss ( 42.5 ) ( 42.5 ) Balance at December 31, 2021 — $ — 66,722 $ — $ 331.6 $ 0.5 $ ( 74.5 ) $ 257.6 See notes to consolidated financial statements. 63 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Table of Contents (in millions) Year Ended December 31, 2021 2020 2019 Operating Activities: Net income (loss) $ ( 42.5 ) $ 5.3 $ 24.2 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 27.1 15.1 9.4 Loss on disposal of assets — — 0.2 Impairment of capitalized software development costs 0.8 0.2 1.1 Non-cash amortization of debt premium ( 0.3 ) ( 0.4 ) ( 0.4 ) Other (gains) losses, net ( 2.6 ) 0.1 0.5 Stock-based compensation 17.9 6.4 5.0 Change in fair value of contingent consideration related to earnouts 18.1 ( 0.8 ) — Deferred taxes 4.4 ( 4.6 ) 1.4 Non-cash lease costs 7.9 6.8 6.3 Changes in operating assets and liabilities, net of business combinations: Accounts receivable ( 20.2 ) 1.0 ( 12.9 ) Prepaid expenses and other assets ( 9.6 ) ( 4.8 ) ( 0.7 ) Accounts payable ( 2.2 ) 3.6 ( 0.3 ) Accrued and other current liabilities 16.6 ( 5.3 ) 5.1 Operating lease liabilities ( 7.3 ) ( 7.1 ) ( 6.2 ) Other liabilities ( 0.9 ) ( 0.1 ) ( 1.3 ) Net cash provided by operating activities 7.2 15.4 31.4 Investing Activities: Capitalized software development costs ( 20.7 ) ( 17.4 ) ( 14.1 ) Purchase of property and equipment ( 2.3 ) ( 1.3 ) ( 0.7 ) Business combinations, net of cash acquired — ( 36.7 ) — Net cash used in investing activities ( 23.0 ) ( 55.4 ) ( 14.8 ) Financing Activities: Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and commissions 140.0 — — Issuance of Class A common stock — 54.3 — Repurchase of Class A common stock ( 0.5 ) ( 1.2 ) ( 2.3 ) Repurchase of Class F common stock ( 12.4 ) — — Repurchase of stock options ( 1.4 ) ( 0.4 ) ( 0.8 ) Repurchase of Series A redeemable convertible preferred stock ( 2.1 ) — — Tax payments related to net-share settlements on restricted stock units ( 1.9 ) ( 0.4 ) — Proceeds from exercise of stock options 11.0 8.4 1.7 Principal repayment of subordinated promissory notes ( 28.5 ) — — Proceeds from line of credit — 5.0 — Payments on line of credit — ( 10.0 ) — Payment of offering costs related to initial public offering ( 4.0 ) — — Net cash provided by (used in) financing activities 100.2 55.7 ( 1.4 ) Effect of exchange rate changes on cash and cash equivalents — 0.1 — Net increase in cash and cash equivalents 84.4 15.8 15.2 Cash and Cash Equivalents: Beginning of year 83.4 67.6 52.4 End of year $ 167.8 $ 83.4 $ 67.6 64 NERDWALLET, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Table of Contents (in millions) Year Ended December 31, 2021 2020 2019 Supplemental Disclosures of Non-Cash Investing and Financing Activities: Purchase of property and equipment recorded in accounts payable and accrued and other current liabilities $ 0.8 $ — $ — Offering costs related to initial public offering not yet paid $ 1.0 $ — $ — Supplemental Disclosures of Cash Flow Information: Income tax payments $ 0.3 $ 1.2 $ 1.5 Income tax refunds $ — $ — $ ( 0.1 ) Cash paid for interest $ 2.5 $ 1.4 $ 1.5 Supplemental Cash Flow Disclosure Related to Operating Leases: Cash paid for amounts included in the measurement of lease liabilities $ 8.2 $ 7.9 $ 7.2 Lease liabilities arising from obtaining right-of-use assets $ 7.8 $ — $ 13.7 See notes to consolidated financial statements. 65 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents 1. The Company and its Significant Accounting Policies Organization — NerdWallet, Inc., a Delaware corporation, was formed on December 29, 2011. NerdWallet, Inc. and its subsidiaries (collectively, the Company) provide consumer-driven advice about personal finance through its platform by connecting individuals and small and mid-sized businesses (SMBs) with providers of financial products. Basis of Consolidation and Presentation — The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Reverse Stock Split — On October 17, 2021 and October 18, 2021, the Company’s Board of Directors and stockholders, respectively, approved a one-for-two reverse stock split of the Company’s common and preferred stock which was effectuated on October 20, 2021 upon the Company’s filing of an amended and restated certificate of incorporation with the Delaware Secretary of State. As a result, each stockholder of record on October 20, 2021 received one share of common or preferred stock for every two shares held on the record date. All share, equity award, and per share amounts presented herein have been retroactively adjusted to reflect this reverse stock split. Initial Public Offering — The Company’s registration statement on Form S-1 related to its initial public offering (the IPO) was declared effective on November 3, 2021 and the Company’s Class A common stock began trading on the Nasdaq Global Market on November 4, 2021. On November 8, 2021, the Company completed its IPO, in which the Company sold 8.3 million shares of its Class A common stock, which includes the exercise in full of the underwriters’ option to purchase 1.1 million shares of Class A common stock, at a public offering price of $ 18.00 per share. The net proceeds to the Company from the IPO were $ 140.0 million after deducting underwriting discounts and commissions of $ 10.1 million. In connection with the IPO, all 7.5 million shares of the Company’s outstanding redeemable convertible preferred stock automatically converted into an equal number of shares of Class A common stock, and all 31.7 million shares of the Company’s outstanding Class F common stock converted into an equal number of shares of Class B common stock. Under the Company’s amended and restated certificate of incorporation, which became effective upon completion of the IPO, the Company is authorized to issue 301.7 million shares of capital stock, all with a par value of $ 0.0001 per share, including 265.0 million shares of Class A common stock, 31.7 million shares of Class B common stock, and 5.0 million shares of preferred stock. Segments — Operating segments are defined as components of an enterprise for which discrete financial information is available that is reviewed regularly by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As a result, the Company has concluded that it has one operating segment. Significantly all of the Company’s revenue in 2021, 2020 and 2019 was from customers located in the United States. Use of Estimates — The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions made by management include determination of stock-based compensation, valuation of embedded derivative, capitalization of software development costs, valuation of contingent consideration, valuation of goodwill and intangible assets, determination of associated useful lives of intangible assets and valuation of deferred tax assets. Management bases its estimates on historical experience and also on assumptions that it believes are reasonable. In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease (COVID-19) a pandemic. The full impact of the COVID-19 pandemic on the global economy and the extent to which the COVID-19 pandemic will continue to impact the Company’s results of operations and cash flows remains uncertain as the COVID-19 pandemic continues and different variants of the coronavirus emerge. As of the date of issuance of the consolidated financial statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s consolidated financial statements. 66 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents Concentrations of Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company deposits cash with high credit quality financial institutions. All noninterest-bearing accounts are fully insured regardless of the balance of the account. This coverage is available at all FDIC member institutions. The Company uses Silicon Valley Bank, which is an FDIC insured institution. Based on these facts, collectability of bank balances appears to be adequately assured. The Company generally does not require collateral or other security in support of accounts receivable. Allowances will be provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. The Company also considers broader factors in evaluating the sufficiency or necessity of an allowance for doubtful accounts, including the length of time receivables are past due, significant onetime events, and historical experience. The Company had two customers as of December 31, 2021 which each accounted for 11 % of total accounts receivable, and one customer as of December 31, 2020 which accounted for 12 % of total accounts receivable. The Company had no customer which accounted for more than 10% of revenue in 2021 or 2020, but had three customers which accounted for 18 %, 11 % and 10 % of revenue, respectively, in 2019. Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606), the Company’s customers are considered to be financial services providers (e.g., banks, credit card issuers, lenders, investment brokers and other entities) that seek to reach and receive leads, matches and referrals to the Company’s substantial audience of consumers (including SMBs) in exchange for agreed-upon fees. Foreign Currency Transactions — The functional currency of the Company’s foreign subsidiaries is the respective local currency. All assets and liabilities accounts of the Company’s foreign subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Equity transactions are translated using historical exchange rates. Revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included as a separate component on the consolidated statement of comprehensive income (loss), and in “Effect of exchange rate changes on cash and cash equivalents” on the consolidated statement of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in “Other gains (losses), net” on our consolidated statement of operations and were immaterial for all periods presented. Cash and Cash Equivalents — Cash and cash equivalents include on demand deposits and money market funds with banks that have remaining maturities at the date of purchase of less than 90 days. Fair Value Measurements — The Company determines fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. These levels are: Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2 — Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means. Level 3 — Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. Trade Accounts Receivable — Trade accounts receivable are recorded at the invoiced amount or amounts due from customers via affiliate relationships at the end of each month. Invoiced amounts do not bear interest. The Company determines the allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable are past due, previous loss history and the specific customer’s current ability to pay its obligation. Accounts receivable is past due when they are outstanding longer than the contractual payment terms. The allowance for doubtful accounts was no t material as of December 31, 2021 and 2020. The Company does no t have any off-balance-sheet credit exposure related to its customers. 67 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents Property, Equipment, and Software, Net — Property, equipment, and software are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, which are generally three years for computers and equipment, three years for software, and five years for furniture and fixtures. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the term of the related lease. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition or retirement, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is reflected as operating expenses in the consolidated statement of operations. Deferred Offering Costs — The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financing is consummated. After consummation of the financing, these costs are recorded in stockholders’ equity as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, the deferred offering costs will be expensed immediately as operating expenses in the consolidated statement of operations. Capitalized Software Development Costs — The costs incurred in the preliminary stages of website and software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental and deemed by management to be significant, are capitalized in property and equipment and amortized on a straight-line basis over their estimated useful lives. Maintenance, training and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the website or software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful lives. Capitalized development activities placed in service are amortized over the expected useful lives of those releases, currently estimated at one to five years . The estimated useful lives of website and software development activities are reviewed frequently and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades and/or enhancements to the existing functionality. Amortization expense is included within cost of revenue in the consolidated statement of operations. Business Combinations — The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair value. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that the Company identifies adjustments to the preliminary purchase price allocation. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statement of operations. As of December 31, 2021, the Company has not recorded material measurement period adjustments in connection with its business combinations. Contingent Consideration — The fair value measurements of contingent consideration liabilities established in connection with business combinations are determined as of the acquisition date based on significant unobservable inputs, including forecasted revenues and costs of the acquired companies, the probability of meeting certain revenue or earnings targets defined in the merger agreements, and the discount rate. Contingent consideration liabilities are remeasured to fair value at each subsequent reporting date until the related contingency is resolved. Changes to the fair value of the contingent consideration liabilities can result from changes to one or a number of inputs, including discount rates, the probabilities of achieving the milestones, the time required to achieve the milestones and estimated future sales. Significant judgment is employed in determining the appropriateness of these inputs. Changes to the inputs described above could have a material impact on the Company’s financial position and results of operations in any given period. 68 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents Goodwill — The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying value and if so, the quantitative test is performed. Under the qualitative assessment, factors that are considered include industry and market considerations, overall financial performance and other relevant events and factors affecting the reporting unit. Under the quantitative test, the Company first compares the carrying value of each reporting unit to its estimated fair value and if the fair value is determined to be less than the carrying value, we recognize an impairment loss for the difference. In 2021, 2020 and 2019, the Company did no t recognize any impairment losses against goodwill. Intangible Assets — Intangible assets include acquired intangible assets identified through business combinations, which are carried at the estimated fair value recorded upon acquisition less accumulated amortization, and purchased intangible assets, which are carried at cost less accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization costs for developed technology is included in cost of revenue and amortization for customer relationships, trade names and user base are included in sales and marketing within the consolidated statement of operations. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Impairment of Long-Lived Assets — The Company reviews long-lived assets, including property and equipment, capitalized software development costs, and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets or asset groups to be held and used is measured first by a comparison of the carrying amount of an asset or asset group to future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets or asset group are considered to be impaired, an impairment loss would be recognized based on the excess of the carrying amount of the asset above the fair value of the asset or asset group. Revenue Recognition — The Company generates substantially all its revenue through fees paid by its financial services partners in the form of either revenue per action, revenue per click, revenue per lead and revenue per funded loan arrangements. For these revenue arrangements, in which a partner pays only when a consumer satisfies the criteria set forth within the arrangement, revenue is recognized generally when the Company matches the consumer with the financial services partner. For some of the Company’s arrangements, the transaction price is considered variable and an estimate of the transaction price is recorded when the match occurs. Under revenue recognition guidance, revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied and promised goods and services have transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. For revenue generated from revenue per action or revenue per funded loan arrangements in which fees are earned from customers for approved actions such as when credit cards are issued to consumers or when loans to consumers are funded, the Company’s contractual right to fees is not contemporaneous with the satisfaction of the performance obligation to match the consumer with the customer. As such, the Company records a contract asset at each reporting period-end related to the estimated variable consideration on fees for which the Company has satisfied the related performance obligation but are still pending the financial product approval before the Company has a contractual right to payment. This estimate is based on the Company’s historical closing rates and historical time between when a consumer request for a financial product is delivered to the customer and when the financial product is approved by the customer. The time between satisfaction of the Company ’ s performance obligation and when the Company’s right to consideration becomes unconditional is generally less than 90 days and no significant judgment is required in determining whether the estimate of variable consideration should be constrained. For revenue generated from revenue per lead or revenue per click in which fees are earned from customers when a consumer clicks on a tagged link to the customer’s website or lead is delivered to the customer, the Company ’ s contractual right to fees is contemporaneous with the satisfaction of the performance obligation to match the consumer with the customer . The Company’s services are generally transferred to the customer at a point in time, when the performance obligation is met. The Company’s payment terms vary by customer and verticals. The term between invoicing and when payment is due is generally 30 days or less. Cost of Revenue — Cost of revenue consists primarily of amortization expense and impairment charges associated with capitalized software development costs and developed technology; credit scoring fees and account linking fees; and third-party data center costs. 69 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents Research and Development — Research and development expenses primarily consist of personnel related costs, technology and facility-related expenses and contractor expense for our engineering, product management, data and other personnel engaged in maintaining and enhancing the functionality of our platform. Research and development costs are expensed as incurred. Sales and Marketing — Sales and marketing expenses include advertising and promotion costs, costs related to brand campaign fees, marketing, business operations team and editorial personnel and related costs, including stock-based compensation. Advertising is expensed as incurred. Advertising expense was $ 197.3 million, $ 106.8 million and $ 86.7 million for 2021, 2020 and 2019, respectively. Leases — The Company leases real estate facilities and general office equipment under operating leases expiring at various dates through 2029. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), which supersedes previous lease accounting guidance (Topic 840), and requires lessees to recognize certain leases as operating lease right-of-use (ROU) assets with corresponding lease liabilities on the balance sheet. The Company adopted Topic 842 on January 1, 2019. For leases that commenced prior to January 1, 2019, the Company elected a package of practical expedients and has carried forward historical lease classification and assessment of whether expired or current contracts contain leases. The Company also elected the practical expedient to combine lease and nonlease components, and to keep leases with an initial term of 12 months or less off the balance sheet. The Company’s ROU assets and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term, which may include options to extend or terminate the lease when it is reasonably certain the Company will exercise such options. At inception of the lease, the Company is not reasonably certain that any available lease extensions or renewal terms will be exercised. For this purpose, the Company considered lease term and only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company used the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. When determining the incremental borrowing rates, the Company considered information including, but not limited to, the lease term, the Company’s credit rating and interest rates of similar debt instruments with comparable credit ratings. The Company’s lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred in the consolidated statement of operations. Nonlease components that are not fixed are expensed as incurred as variable lease payments. The Company’s lease agreements generally do not contain any residual guarantees or restrictive covenants. Operating and finance leases are included in other assets, accrued and other current liabilities, and other liabilities-noncurrent in the consolidated balance sheets. Stock-Based Compensation — The Company measures compensation expense for all stock-based payment awards granted to employees, directors and nonemployees, including restricted stock units (RSUs), stock options and purchase rights granted under its employee stock purchase plan (ESPP), based on the estimated fair value of the awards on the date of grant. For RSUs, fair value is based on the fair value of our common stock on the grant date. For stock options, fair value is estimated using the Black-Scholes-Merton option-pricing model. For purchase rights granted under its ESPP, the Company estimates fair value using the component measurement approach with valuations of the components based on the Company’s stock price on the date of the grant and/or the Black-Scholes-Merton option-pricing model, as appropriate for the applicable components. Stock-based compensation is recognized on a straight-line basis over the requisite service period. The requisite service period of the awards is generally the same as the vesting period. The Company recognizes forfeitures as they occur for equity awards with only a service condition, rather than estimate expected forfeitures, as permitted by ASU 2016-09. 70 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents Embedded Derivative — In January 2017, the Company issued subordinated promissory notes that contained an embedded derivative, see Note 7 – Debt. At initial recognition, the Company recorded the embedded derivative on the consolidated balance sheet at its estimated fair value resulting in an embedded derivative contra-liability balance with an offsetting recognition of a debt premium. Both the embedded derivative and debt premium were classified together with the related subordinated promissory notes on the consolidated balance sheet. Embedded derivatives are subject to remeasurement at each balance sheet date, with changes in fair value recognized as a component of other gains (losses), net on the consolidated statement of operations. Premium recognized at initial recognition was amortized as a reduction to interest expense over the expected life of the related debt using the effective interest method. In November 2021, in connection with the Company’s IPO, the Company repaid in full the promissory notes, settled the embedded derivative and recognized the remaining unamortized debt premium as an other gain in its consolidated statement of operations. Income Taxes — The Company accounts for income taxes under an asset and liability approach. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and amounts recognized for income tax reporting purposes measured by applying currently enacted tax laws. A valuation allowance is provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records uncertain tax positions in accordance with accounting standards on the basis of a two-step process whereby (1) a determination is made as to whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to include interest and penalties within its provision for income taxes. Comprehensive Income (Loss) — Comprehensive income (loss) is defined as a change in equity resulting from transactions from non-owner sources. Comprehensive income (loss) is comprised of all components of net income (loss) and all components of other comprehensive income (loss) within stockholders’ equity. Other comprehensive income (loss) includes adjustments for foreign currency translation. Subsequent Events — The Company evaluated subsequent events through March 24, 2022, the date its consolidated financial statements were issued. Recently Adopted Accounting Pronouncements — In October 2020, the FASB issued ASU 2020-10, Codification Improvements (ASU 2020-10). ASU 2020-10 was intended to facilitate codification updates for technical corrections, such as conforming amendments, clarifications to guidance, simplifications to wording or structure of guidance and other minor improvements. It contains amendments that improve the consistency of the codification by including all disclosure guidance in the appropriate disclosure section and other updates that varies in nature. The Company adopted the provisions of ASU 2020-10 as of January 1, 2021 and such adoption did not have a material impact on its consolidated financial statements and disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted — The Company qualifies as an “emerging growth company” (EGC) as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and, as such, the Company may elect to delay adopting new or revised accounting standards until such time as those standards apply to private companies. As a result, the Company’s financial position and results of operations within its consolidated financial statements may not be comparable to those of other companies that have adopted the new or revised accounting standards at an earlier date. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08), to address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. The guidance in ASU 2021-08 states that an acquirer should recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. The guidance in ASU 2021-08 is effective for the Company’s annual periods beginning after December 15, 2023, including interim periods within those fiscal years (one year after the effective date for public business entities due to the Company’s election under its EGC status). Early adoption is permitted. The amendments in ASU 2021-08 will be applied prospectively to business combinations occurring during or after the fiscal year of adoption. The adoption of ASU 2021-08 is not expected to have a material effect on the Company’s financial position or results of operations based on the prospective adoption method and also based on the consistency in the method it currently employs under existing guidance to recognize and measure contract assets and contract liabilities acquired in a business combination. 71 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , establishing ASC Topic 848, and amended the guidance thereafter (“ASC 848”). ASC 848 provides optional expedients and exceptions for a limited period of time for accounting for contracts, hedging relationships and other transactions affected by the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued. Optional expedients can be applied from March 12, 2020 through December 31, 2022. Reference rate reform has not had a material impact with respect to any of the Company’s existing contracts, therefore, the Company has not been required to elect to apply any of the optional practical expedients and exceptions under ASC 848 as of the date of the financial statements. The Company will assess future changes in its contracts, including modifications, and the potential impact of electing to apply the optional practical expedients and exceptions under ASC 848 as they occur, but does not expect their application will have a material effect on its financial position or results of operations in its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, Measurement of Credit Losses on Financial Instruments , establishing ASC Topic 326, and amended the guidance thereafter (ASC 326). ASC 326 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost; the Company’s financial assets that are in the scope of ASC 326 includes the Company’s accounts receivable, certain financial instruments and contract assets. ASC 326 replaces the prior incurred loss impairment model with an expected loss methodology, which results in more timely recognition of credit losses. ASC 326 is effective for the Company’s annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted and the Company expects to adopt the provision of ASC 326 beginning on January 1, 2022 (two years after the effective date for public business entities due to the Company’s election under its EGC status). Based on the nature and amortized cost basis/carrying values of its financial assets in the scope of ASC 326 (e.g., accounts receivable and contract assets), the adoption of ASC 326 is not expected to have a material impact on the Company’s financial condition and results of operations within its consolidated financial statements. 2. Revenue The following presents a disaggregation of the Company’s revenue based on product category: (in millions) Year Ended December 31, 2021 2020 2019 Credit cards $ 123.8 $ 78.2 $ 112.4 Loans 126.4 81.3 55.1 Other verticals 129.4 85.8 60.8 Total revenue $ 379.6 $ 245.3 $ 228.3 The contract asset recorded within prepaid expenses and other current assets on the consolidated balance sheet related to estimated variable consideration was $ 3.0 million and $ 1.2 million at December 31, 2021 and 2020, respectively. Credit cards revenue is primarily generated through revenue per action arrangements, Loans revenue is primarily generated through revenue per funded loan and revenue per lead arrangements, and Other verticals revenue is primarily generated through revenue per action, revenue per click and revenue per funded loan arrangements. 3. Fair Value Measurements The Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy are summarized as follows: (in millions) Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Carrying Value As of December 31, 2021 Assets: Cash and cash equivalents — money market funds $ 164.9 $ — $ — $ 164.9 Certificate of deposit — 2.0 — 2.0 $ 164.9 $ 2.0 $ — $ 166.9 Liabilities: Contingent consideration $ — $ — $ 54.7 $ 54.7 72 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents (in millions) Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Carrying Value As of December 31, 2020 Assets: Cash and cash equivalents — money market funds $ 19.7 $ — $ — $ 19.7 Certificate of deposit — 2.0 — 2.0 Embedded derivative — — 0.1 0.1 $ 19.7 $ 2.0 $ 0.1 $ 21.8 Liabilities: Contingent consideration $ — $ — $ 36.5 $ 36.5 The Company recognizes transfers among Level 1, Level 2 and Level 3 classifications as of the actual date of the events or change in circumstances that caused the transfers. The change in fair values of Level 3 assets and liabilities are as follows: (in millions) 2021 2020 Year Ended December 31, Embedded Derivative Contingent Consideration Embedded Derivative Contingent Consideration Balance at beginning of year $ 0.1 $ 36.5 $ 0.2 $ — Additions — — — 37.3 Change in fair value, recognized in earnings ( 0.1 ) 18.1 ( 0.1 ) ( 0.8 ) Other — 0.1 — — Balance at End of Year $ — $ 54.7 $ 0.1 $ 36.5 The change in fair value of the embedded derivative is recorded in other gains (losses), net within the consolidated statement of operations. The determination of the fair value of the Level 3 embedded derivative is discussed in Note 7 – Debt. Contingent consideration liabilities related to acquisitions are measured at fair value each reporting period using Level 3 unobservable inputs. The contingent consideration liability is the estimated fair value of the earnout payments for the Fundera, Inc. (Fundera) and Know Your Money (KYM) business combinations. See Note 5 – Business Combinations for additional information on the contingent consideration for each of the acquisitions. The fair values of the estimated contingent considerations are determined based on the Company’s evaluation of the probability and amount of earnout that will be achieved based on expected future performance by the acquired entity. The Monte Carlo simulation models simulated the applicable figures over the earnout periods to calculate the estimated earnout payments. These payments were then discounted to present value based on the expected payment dates of the contingent considerations. The weighted average volatility was 45.5 % and the weighted average discount rate was estimated to be 9.0 % at December 31, 2021. The weighted average volatilities fell within the range of 7.4 % to 17.6 % during 2020, and the weighted average discount rate was estimated to be 1.2 %, at December 31, 2020. 4. Significant Consolidated Balance Sheet Components Prepaid expenses and other current assets consisted of the following: (in millions) As of December 31, 2021 2020 Prepaid expenses $ 12.0 $ 5.2 Certificate of deposit 2.0 2.0 Contract assets 3.0 1.2 Tax receivable 0.3 0.2 Other current assets 0.1 0.1 Total prepaid expenses and other current assets $ 17.4 $ 8.7 73 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents Property, equipment and software, net consisted of the following: (in millions) As of December 31, 2021 2020 Capitalized software development costs $ 71.6 $ 51.7 Office equipment 5.3 4.1 Furniture and fixtures 1.4 1.0 Leasehold improvements 3.7 2.4 Total property, equipment and software 82.0 59.2 Accumulated depreciation and amortization ( 47.1 ) ( 31.5 ) Total property, equipment and software — net $ 34.9 $ 27.7 The Company capitalized $ 24.2 million, $ 19.2 million and $ 15.2 million of software development costs, and recorded amortization expense of $ 16.7 million, $ 12.5 million and $ 8.2 million, during 2021, 2020 and 2019, respectively. The Company recorded $ 0.8 million, $ 0.2 million and $ 1.1 million of impairment charges related to software development costs for 2021, 2020 and 2019. Depreciation and amortization expense, exclusive of amortization of capitalized software development costs and intangible assets, was $ 2.4 million, $ 1.0 million and $ 1.2 million in 2021, 2020 and 2019, respectively. Accrued and other current liabilities consisted of the following: (in millions) As of December 31, 2021 2020 Unbilled accounts payable $ 22.1 $ 8.1 Operating lease liabilities 2.4 7.4 Accrued compensation 1.8 0.4 Accrued payroll related taxes 1.6 1.4 Deferred compensation liability related to earnouts 2.1 — ESPP liability 1.0 — Accrued interest — 1.1 Other accrued expenses 1.1 0.2 Total accrued and other current liabilities $ 32.1 $ 18.6 The Company sponsors an ESPP which became effective in connection with the Company’s IPO completed on November 8, 2021. See Note 11 – Stockholders’ Equity for additional information on the ESPP. Other liabilities — noncurrent consisted of the following: (in millions) As of December 31, 2021 2020 Operating lease liabilities $ 12.7 $ 7.4 Unrecognized tax benefit liability 1.7 1.3 Accrued payroll related taxes — 2.8 Other noncurrent liabilities 0.3 — Total other liabilities — noncurrent $ 14.7 $ 11.5 74 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents 5. Business Combinations Fundera — In October 2020, the Company executed a merger agreement to acquire all outstanding shares of Fundera. Fundera is a company that provides an application that connects small businesses to lenders and covers everything from loans to legal services, free financial content and one-on-one access to experienced lending. Fundera was founded in 2013 and maintains an office in New York, NY. The acquisition date aggregate purchase price was approximately $ 65.1 million, which consisted of the following: (in millions) Fair Value Cash $ 29.2 Fair value of contingent consideration 35.9 Total purchase price $ 65.1 The total closing consideration for the Fundera acquisition was $ 29.2 million in cash, of which $ 4.6 million in cash was held in escrow for the settlement of general representation and warranty provisions. Further the Company could make up to two additional earnout payments based on achievement of Fundera’s future revenue and profitability milestones for 2021 and 2022. These additional payments, to the extent earned, will be payable in cash. The fair value of earnouts, which are subject to the recipients continued employment services was $ 2.7 million and was excluded from the aggregate purchase price and accounted for separately from the business combination. The amounts are recognized as compensation expense as earned through 2022, classified as research and development and sales and marketing expenses based on the recipients’ job functions, in the consolidated statement of operations. The Company has recorded a deferred compensation liability related to earnouts of $ 2.1 million as of December 31, 2021, which is included within accrued and other current liabilities on the consolidated balance sheet. The estimated fair value of the contingent consideration related to Fundera was $ 54.7 million as of December 31, 2021, which is included in contingent consideration in the consolidated balance sheet. The estimated fair value of the contingent consideration is determined using a Monte Carlo simulation model. The estimated value of the contingent consideration is based upon available information and certain assumptions, known at the time the estimate was made, which management believes are reasonable. Contingent consideration is subject to remeasurement at each reporting date until the payments are made, with the remeasurement adjustment reported in the consolidated statement of operations. At the time of acquisition, certain stock options held by Fundera employees were replaced with RSUs by the Company with a total fair value of $ 1.9 million. The vesting of these RSUs is contingent on continued employment, and was excluded from the aggregate purchase price. These awards are recognized as stock-based compensation expense ratably over the remaining vesting term through 2024. The acquisition has been accounted for as a business combination. The allocation of purchase price to the assets acquired and liabilities assumed is as follows: (in millions) Fair Value Net tangible assets $ 1.0 Fixed assets 0.2 Intangible assets 29.4 Deferred tax liability ( 2.8 ) Goodwill 37.3 Total purchase price $ 65.1 75 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents The acquired intangible assets are definite-lived assets consisting of user base, customer relationships, developed technology and trade name. The estimated fair value was determined using the excess earnings method for user base, with-and-without method for acquired customer relationships, and relief-from-royalty method for the acquired technology and trade name. The fair value of the intangible assets with definite lives is as follows: (dollars in millions) Fair Value Weighted Average Useful Life (Years) User base $ 19.4 7.0 Customer relationships 5.0 3.0 Technology 4.6 3.0 Trade name 0.4 0.5 Total intangible assets $ 29.4 5.6 The Company recorded goodwill of $ 37.3 million, which represents the excess of the purchase price over the estimated fair value of tangible and intangible assets acquired, net of the liabilities assumed. The goodwill is primarily attributable to Fundera as a going concern, which represents the ability of the Company to earn a higher return on the collection of assets and business of Fundera than if those assets and business were to be acquired and managed separately. The benefit of access to the workforce is an additional element of goodwill. For income tax purposes, the acquisition was a stock purchase and goodwill is not tax deductible. Acquisition-related costs of $ 1.0 million were incurred in 2020 and are included in general and administrative expense on the consolidated statement of operations. During the period from the acquisition date through December 31, 2020, the Company recognized revenue and loss before income tax for Fundera of $ 2.0 million and $( 0.3 ) million, respectively. Pro Forma Results (Unaudited) The following pro forma combined results of operations are provided for the years ended December 31, 2020 and 2019, as though the Fundera acquisition had been completed as of January 1, 2019. These supplemental pro forma results of operations are provided for illustrative purposes only and do not purport to be indicative of the actual results that would have been achieved by the combined company for the periods presented or that may be achieved by the combined company in the future. The pro forma results of operations do not include any cost savings or other synergies that resulted, or may result, from the Fundera acquisition or any estimated costs that will be incurred to integrate Fundera. Future results may vary significantly from the results reflected in this pro forma financial information because of future events and transactions, as well as other factors. The Company’s historical financial information was adjusted based on currently available information and certain assumptions that the Company believes are reasonable under the circumstances. The unaudited supplemental pro forma information includes adjustments to amortization and depreciation for acquired intangible assets and property and equipment, adjustments to share-based compensation expense, the purchase accounting effect on interest expense, and transaction costs: (in millions) Year Ended December 31, 2020 2019 Revenue $ 262.6 $ 254.5 Net income $ 3.6 $ 15.6 Know Your Money — On September 30, 2020, the Company acquired all the outstanding shares of Notice Media Ltd., doing business as Know Your Money, an online provider of financial guidance and tools based in the United Kingdom. The aggregate purchase price transferred for KYM was approximately $ 13.7 million, which consisted of the following: (in millions) Fair Value Cash $ 12.3 Fair value of contingent consideration 1.4 Total purchase price $ 13.7 76 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents The Company paid $ 12.3 million in initial cash consideration and could make up to two additional earnout payments based on certain defined operating metrics during the earnout periods January 1, 2021 through December 31, 2021 and January 1, 2022 through December 31, 2022. These additional payments, to the extent earned, will be payable in cash. As part of the transaction, the Company entered into additional earnouts which are subject to the recipients’ continued service. The fair value of such earnouts was $ 5.9 million, which was excluded from the aggregate purchase price and accounted for separately from the business combination. The amounts are recognized as compensation expense as earned over the earnout periods. The estimated fair value of the contingent consideration related to KYM was immaterial as of December 31, 2021, and is included in contingent consideration in the consolidated balance sheet. The estimated fair value of the contingent consideration payments is determined using a Monte Carlo simulation model. The estimated value of the contingent consideration is based upon available information and certain assumptions, known at the time of this report, which management believes are reasonable. Contingent consideration is subject to remeasurement at each reporting date until the payments are made, with the remeasurement adjustment reported in the consolidated statement of operations. The acquisition has been accounted for as a business combination. The allocation of purchase price to the assets acquired and liabilities assumed is as follows: (in millions) Fair Value Net tangible assets $ 1.5 Fixed assets 0.2 Intangible assets 7.4 Deferred tax liability ( 1.4 ) Goodwill 6.0 Total purchase price $ 13.7 The acquired intangible assets are definite-lived assets consisting of customer relationships and developed technology. The estimated fair values of the customer relationships were determined using the excess earning method and the developed technology was determined using the relief from royalty method. The fair value of the intangible assets with definite lives is as follows: (dollars in millions) Fair Value Weighted Average Useful Life (Years) Customer relationships $ 6.0 5.0 Technology 1.4 3.0 Total intangible assets $ 7.4 4.6 The Company recorded goodwill of $ 6.0 million, which represents the excess of the purchase price over the estimated fair value of tangible and intangible assets acquired, net of the liabilities assumed. The goodwill is primarily attributable to KYM as a going concern, which represents the ability of the Company to earn a higher return on the collection of assets and business of KYM than if those assets and business were to be acquired and managed separately. The benefit of access to the workforce is an additional element of goodwill. For income tax purposes, the acquisition was a stock purchase and goodwill is not tax deductible. Acquisition-related costs of $ 0.5 million were incurred in 2020 and are included in general and administrative expense on the consolidated statement of operations. During the period from the acquisition date through December 31, 2020 the Company recognized revenue and loss before income tax for KYM of $ 1.5 million and $( 0.1 ) million, respectively. Pro forma results of operations have not been provided to reflect the KYM acquisition as such results would not have been materially different from the Company’s reported results. 77 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents 6. Goodwill and Intangible Assets The balance of goodwill, net is as follows: (in millions) Year Ended December 31, 2021 2020 Balance at beginning of year $ 43.8 $ 0.3 Acquisition of Fundera — 37.3 Acquisition of KYM — 6.0 Foreign currency translation adjustment — 0.2 Balance at End of Year $ 43.8 $ 43.8 No impairment charges have been recorded for goodwill in 2021, 2020 or 2019. Intangible assets with definite lives related to the following: (dollars in millions) Weighted Average Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount As of December 31, 2021 User base 5.8 $ 19.4 $ ( 3.2 ) $ 16.2 Customer relationships 2.8 11.0 ( 3.5 ) 7.5 Technology 1.8 6.4 ( 2.8 ) 3.6 Trade names 0.4 ( 0.4 ) — Foreign currency translation adjustment 0.3 Total $ 37.2 $ ( 9.9 ) $ 27.6 (dollars in millions) Weighted Average Useful Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount As of December 31, 2020 User base 6.8 $ 19.4 $ ( 0.5 ) $ 18.9 Customer relationships 3.8 11.0 ( 0.6 ) 10.4 Technology 2.8 6.4 ( 0.7 ) 5.7 Trade names 0.3 0.4 ( 0.1 ) 0.3 Foreign currency translation adjustment 0.3 Total $ 37.2 $ ( 1.9 ) $ 35.6 Amortization expense related to definite-lived intangible assets was $ 8.0 million, $ 1.6 million and zero in 2021, 2020 and 2019, respectively. 78 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents Estimated future amortization expense as of December 31, 2021 is as follows: (in millions) Years Ending December 31, Amortization 2022 $ 7.6 2023 7.0 2024 4.0 2025 3.7 2026 2.8 Thereafter 2.2 Foreign currency translation adjustment 0.3 $ 27.6 No impairment charges have been recorded for intangible assets for 2021, 2020 or 2019. 7. Debt Lines of Credit — The Company maintains a line of credit with Silicon Valley Bank, which over time has been amended and restated. It is secured by certain qualifying accounts receivable of the Company. In June 2017, the Company entered into a second amended and restated Loan and Security Agreement, and in September 2019, the Company extended the maturity of the line of credit to expire in September 2020. In September 2020, the Company entered into a Senior Secured Credit Facilities Credit Agreement (Credit Agreement) with Silicon Valley Bank and also terminated the second amended and restated Loan and Security Agreement from June 2017. In February 2021, the Company amended and restated the Credit Agreement to increase the revolving line of credit to $ 100.0 million from $ 50.0 million, increase the margin on Alternative Base Rate (ABR) Loans, and extend the termination date. The Credit Agreement, as amended and restated, provides for a revolving line of credit of up to $ 100.0 million with the option to increase up to an additional $ 25.0 million, including a letter of credit sub-facility in the aggregate amount of $ 10.0 million, and a swingline sub-facility in the aggregate amount of $ 10.0 million. Under the terms of the Credit Agreement, as amended and restated, revolving loans may be either Eurodollar Loans or ABR Loans. Outstanding Eurodollar Loans will incur interest at the Eurodollar Rate, which is defined in the Credit Agreement as LIBOR (or any successor thereto), plus a margin of either 3.00 % or 2.75 % depending on usage, equating to 3.75 % as of December 31, 2021. Outstanding ABR Loans will incur interest at the highest of the Prime Rate, as published by the Wall Street Journal, the federal funds rate in effect for such day plus 0.50 %, and 3.25 %, in each case a margin of either 1.75 % or 2.00 % will be applicable, depending on usage, equating to 5.00 % as of December 31, 2021. The Company will be charged a commitment fee of 0.30 % per year for committed but unused amounts. The Credit Agreement terminates on September 2, 2023. There were no outstanding balances under the Credit Agreement at December 31, 2021 or 2020. The available amount to borrow under the Credit Agreement was $ 94.7 million and $ 45.9 million at December 31, 2021 and 2020, respectively, which is equal to the available amount under the Credit Agreement of $ 100.0 million and $ 50.0 million, respectively, net of letters of credit with Silicon Valley Bank of $ 5.3 million and $ 4.1 million, respectively. The Credit Agreement contains covenants limiting the ability to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock, and make investments, in each case subject to certain exceptions. The Credit Agreement also contains financial covenants requiring the Company to maintain a minimum adjusted quick ratio and a minimum consolidated adjusted EBITDA if the adjusted quick ratio falls below a specified level, measured in each case at the end of each fiscal quarter. The Company is required to furnish audited financial statements within 150 days after the fiscal year end, and after the occurrence of a qualified IPO of the Company’s common stock, 90 days after the end of the fiscal year. The Company was in compliance with all financial covenants as of December 31, 2021 and 2020. 79 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents Subordinated Promissory Notes — During 2017, the Company entered into a stock repurchase agreement to repurchase a specific number of shares of Class G common stock from one of the Company’s co-founders. In connection with the stock repurchase agreement, the Company issued subordinated promissory notes (the Notes) with a principal amount totaling $ 28.5 million to the co-founder. The Notes bore interest on the outstanding principal amount at the rate of 4.2922 % per year and the Company made annual interest payments. The Notes were scheduled to mature in January 2026. The Company could prepay the Notes in whole or in part at any time prior to the maturity date. The Notes were subordinated in right of payment to the prior payment in full of (i) any indebtedness to banks or other financial institutions and any indebtedness arising from the satisfaction of such indebtedness by a guarantor in existence on the date of the Notes or incurred after the agreement was entered into, and (ii) the liquidation preferences, or other rights or entitlements to proceeds in the event of a deemed liquidation event in respect of the Company’s redeemable convertible preferred stock. In the event of a deemed liquidation event or initial public offering while the Notes remained outstanding, the Company was required to repay the Notes in an amount equal to the outstanding principal and any unpaid accrued interest, to the extent there are proceeds available after payment of senior obligations. In November 2021, in connection with the Company’s IPO, the Company repaid in full the outstanding principal amount of $ 28.5 million and accrued interest on the Notes. The Company previously determined that the feature whereby the Notes were subordinate in payment to the liquidation preferences of the Company’s preferred stockholders represented an embedded derivative that was to be separately accounted for. Accordingly, upon issuance in December 2017 the Company measured the fair value of deemed liquidation event redemption feature and recognized a derivative contra-liability of $ 3.3 million with a corresponding entry to debt premium. At December 31, 2020, the Company remeasured the derivative contra-liability to an amount of $ 0.1 million. At the time of repayment of the Notes in November 2021, the derivative contra-liability was immaterial. As a result of remeasurement of the derivative contra-liability, losses of $ 0.1 million, $ 0.1 million and $ 0.5 million were recorded to other gains (losses), net in the consolidated statement of operations for 2021, 2020 and 2019. Further, the Company recorded amortization of the related premium as a reduction to interest expense in the amount of $ 0.3 million for 2021 and $ 0.4 million for both 2020 and 2019. Upon repayment of the Notes in November 2021, the Company recognized the remaining unamortized debt premium of $ 1.5 million as a gain on extinguishment of debt recorded to other gains (losses), net in the consolidated statement of operations. The Company previously estimated the fair value of the embedded derivative feature at each reporting date based on a with or without valuation approach which leveraged the Black-Scholes-Merton option-pricing model. The key inputs and assumption in the model included the fair value of the Company’s equity, exercise prices which were based on the participation thresholds of the preferred and common securities, as follows. As of December 31, 2020 Expected volatility 65.0 % Expected term (in years) 1.5 Dividend yield 0.0 % Risk-free interest rate 0.12 % The Company had no outstanding borrowings at December 31, 2021. The Company’s outstanding borrowings at December 31, 2020 were as follows: (in millions) As of December 31, 2020 Promissory notes — noncurrent $ 28.5 Less: embedded derivative contra-liability ( 0.1 ) Add: unamortized debt premium 1.8 Total debt $ 30.2 80 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents 8. Commitments and Contingencies Commitments and Other Financial Arrangements — The Company has certain financial commitments and other arrangements including unused letters of credit and commitments under leases. See Note 7 – Debt and Note 9 – Leases for further discussion. Litigation and Other Legal Matters — The Company is involved from time to time in litigation, claims, and proceedings. Periodically, the Company evaluates the status of each legal matter and assesses potential financial exposure. If the potential loss from any legal proceeding or litigation is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Significant judgment is required to determine the probability of a loss and whether the amount of the loss is reasonably estimable. The outcome of any proceeding is not determinable in advance. As a result, the assessment of a potential liability and the amount of accruals recorded are based only on the information available at the time. As additional information becomes available, the Company reassesses the potential liability related to the legal proceeding or litigation, and may revise its estimates. Management is not currently aware of any matters that it expects will have a material effect on the financial position, results of operations, or cash flows of the Company. The Company has not accrued any potential loss as of December 31, 2021 or 2020. 9. Leases Components of operating lease costs are as follows: (in millions) Year Ended December 31, 2021 2020 2019 Operating lease cost $ 8.6 $ 7.5 $ 7.3 Sublease income ( 1.5 ) ( 1.8 ) ( 1.8 ) Net lease cost $ 7.1 $ 5.7 $ 5.5 Lease term and discount rate are as follows: As of December 31, 2021 2020 Weighted-average remaining lease term (years) 5.5 5.5 Weighted-average discount rate 5.5 % 5.6 % Right-of-use assets were $ 13.9 million and $ 14.0 million as of December 31, 2021 and 2020, respectively. The following is a schedule of payments of lease liabilities as of December 31, 2021: (in millions) Years Ending December 31, Amount 2022 $ 3.2 2023 3.7 2024 3.8 2025 2.5 2026 1.3 Thereafter 3.0 Total undiscounted cash flows $ 17.5 Less: imputed interest ( 2.4 ) Present value of lease liabilities $ 15.1 Less: lease liabilities, current ( 2.4 ) Total lease liabilities, noncurrent $ 12.7 81 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents 10. Redeemable Convertible Preferred Stock In connection with the Company’s IPO which was completed on November 8, 2021, all 7.5 million shares of the Company’s then-outstanding redeemable convertible preferred stock automatically converted into an equal number of shares of Class A common stock. As of December 31, 2020, the total number of Series A redeemable convertible preferred stock authorized for issuance was 8.7 million shares and there were 7.7 million shares issued and outstanding. Significant rights and preferences of the redeemable convertible preferred stock prior to the Company’s IPO were summarized as follows: Dividend Rights — The Corporation would not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company unless the holders of the Series A redeemable convertible preferred stock then outstanding would first receive, or simultaneously receive, out of funds legally available therefore, a noncumulative dividend on each outstanding share of Series A redeemable convertible preferred stock in an amount equal to eight percent ( 8 %) of the Series A original issue price. No dividends were declared or paid by the Company as of December 31, 2020. Conversion Rights — Each share of Series A redeemable convertible preferred stock was convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Class A common stock as determined by dividing the Series A original issue price by the Series A Conversion Price (as defined below) in effect at the time of conversion. The “Series A Conversion Price” was initially $ 8.97960 , with such initial Series A Conversion Price, along with the rate at which shares of Series A redeemable convertible preferred stock may be converted into shares of Class A common stock, subject to certain adjustments. Liquidation Rights — In the event of any liquidation, dissolution, or winding up of the Company, either voluntary or involuntary, the holders of Series A redeemable convertible preferred stock were entitled to receive prior and in preference to any distribution from the proceeds of the liquidation event of the Company to the holders of the common stock by reason of their ownership thereof, the greater of (i) an amount equal to the original issue price per share of $ 8.97960 , plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of Series A redeemable convertible preferred stock been converted into common stock immediately prior to such liquidation, dissolution, winding up or deemed liquidation event. Voting Rights — Each share of Series A convertible redeemable preferred stock had voting rights equal to the number of common shares into which the Series A preferred stock could be converted on the record date for determining stockholders entitled to vote on such matter. Holders of the Series A convertible redeemable preferred stock would vote together with the holders of common stock as a single class, except as otherwise provided in the Second Amended and Restated Articles of Incorporation. The holders of shares of Series A redeemable convertible preferred stock, exclusively and as a separate class, were entitled to elect two members of the Board of Directors. The holders of shares of Class F common stock, exclusively and as a separate class, were entitled to elect one director. The holders of record of the shares of common stock, voting as a separate class, and the holders of record of the shares of Series A redeemable convertible preferred stock, voting as a separate class and on an as-converted to common stock basis, were entitled to elect two directors. Redemption — Upon written notice requesting redemption by a majority of the then-outstanding shares of Series A redeemable convertible preferred stock, shares of Series A redeemable convertible preferred stock would be redeemed by the Company at a price equal to the greater of (a) the Series A original issue price per share, plus all declared but unpaid dividends thereon and (b) the fair market value of a single share of Series A redeemable convertible preferred stock as of the date of the Company’s receipt of the redemption request, in three annual installments commencing not more than sixty days after receipt by the corporation at any time on or after March 1, 2024. Such redemption could have occurred outside of the control of the Company, and accordingly, all shares of redeemable convertible preferred stock have been presented outside of permanent equity in the consolidated balance sheet for all periods presented. 82 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents The Series A redeemable convertible preferred stock was contingently redeemable and as the redemption price was subject to change, changes in the estimate of the redemption price were necessary. The Company had elected to recognize changes in the redemption value immediately as they occurred and adjust the carrying value of the security to the redemption value at the end of each reporting period so long as it was probable that the instrument would become redeemable. As of December 31, 2020, such redemption was not deemed probable and therefore the Company had not made any adjustments to the carrying value of the Series A redeemable convertible preferred stock. Repurchase — In March 2021, the Company repurchased 0.1 million shares of Series A redeemable convertible preferred stock from an affiliated entity of a former member of its Board of Directors for $ 2.1 million. 11. Stockholders’ Equity Preferred Stock — Under the Company’s amended and restated certificate of incorporation, which became effective upon completion of the Company’s IPO on November 8, 2021, the Company is authorized to issue 5.0 million shares of preferred stock with a par value of $ 0.0001 per share. The Company’s Board of Directors may fix the rights, preferences, privileges and restrictions of the preferred stock in one or more series and authorize their issuance. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of the Company’s common stock. There were no shares of preferred stock outstanding upon the completion of the Company’s IPO or at December 31, 2021. Common Stock — Under the Company’s amended and restated certificate of incorporation, which became effective upon completion of the Company’s IPO on November 8, 2021, the Company is authorized to issue 296.7 million shares of common stock with a par value of $ 0.0001 per share, including 265.0 million shares of Class A common stock and 31.7 million shares of Class B common stock. In connection with the Company’s IPO, all 31.7 million shares of the Company’s outstanding Class F common stock were converted into an equal number of shares of Class B common stock. As of December 31, 2020, the Company had 127.5 million common shares authorized for issuance, consisting of 77.5 million shares of Class A common stock, 35.0 million shares of Class F common stock and 15.0 million shares of Class G common stock, each with a par value of $ 0.0001 per share. Holders of all classes of common stock are entitled to dividends when, as and if, declared by the Company’s Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to 10 votes. Prior to the Company’s IPO, the holder of each share of Class F common stock was entitled to 10 votes and the holders of Class G common stock were no t entitled to vote. Shares of Class B common stock are convertible, at any time at the option of the holder, into an equal number of shares of Class A common stock and automatically convertible upon Transfer, as defined below. Prior to the Company’s IPO, shares of Class F common stock and Class G common stock were convertible into an equivalent number of shares of Class A common stock and generally converted into shares of Class A common stock upon Transfer, as defined below. Class F common stock was convertible at the option of the holder at any time upon written notice to the transfer agent of the corporation and was automatically convertible upon Transfer. Class G common stock was not convertible at the option of the holder and was only automatically convertible upon Transfer. Transfer is defined as any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law. As of December 31, 2021, there were 35.0 million shares and 31.7 million shares of Class A and Class B common stock issued and outstanding, respectively. As of December 31, 2020, there were 15.1 million shares and 33.8 million shares of Class A and Class F common stock issued and outstanding, respectively, and no shares of Class G common stock issued and outstanding. On November 8, 2021, the Company completed its IPO, in which the Company sold 8.3 million shares of its Class A common stock, which includes the exercise in full of the underwriters’ option to purchase 1.1 million shares of Class A common stock, at a public offering price of $ 18.00 per share. The net proceeds to the Company from the IPO were $ 140.0 million after deducting underwriting discounts and commissions of $ 10.1 million. Additionally, the Company incurred offering costs of $ 5.2 million related to the IPO. 83 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents In November 2020, the Company entered into a Class A Common Stock Purchase Agreement to sell shares of Class A common stock at $ 14.00 per share. The Company sold and issued approximately 3.9 million shares for gross proceeds of $ 54.3 million. Common Stock Transfers and Repurchase — In February 2021, the Company waived its right of first refusal and the CEO entered into a stock transfer agreement to sell approximately 0.1 million shares of Class A common stock to an existing investor at $ 14.00 per share for an aggregate purchase price of $ 2.1 million. The price per share was equivalent to the estimated fair value of the Company’s common stock on December 31, 2020 as determined by its Board of Directors with the assistance of a third-party valuation specialist. In January 2021, the Company waived its right of first refusal and the CEO entered into a stock transfer agreement to sell approximately 1.1 million shares of Class F common stock to an existing investor at $ 14.00 per share for an aggregate purchase price of $ 15.0 million. Upon consummation of the sale to the third party, the shares of Class F common stock were automatically converted into shares of Class A common stock on a 1 :1 basis in accordance with the rights and preferences of the Class F common stock. The price per share was equivalent to the estimated fair value of the Company’s common stock on December 31, 2020 as determined by its Board of Directors with the assistance of a third-party valuation specialist. Also in January 2021, the Company entered into a repurchase agreement with the CEO to repurchase approximately 0.9 million shares of Class F common stock at $ 14.00 per share for an aggregate purchase price of $ 12.4 million. In December 2020, the Company waived its right of first refusal and the CEO entered into a stock transfer agreement to sell approximately 0.5 million shares of Class F common stock to a third party at $ 14.00 per share for an aggregate purchase price of $ 7.7 million. Upon consummation of the sale to the third party, the 0.5 million shares of Class F common stock were automatically converted into shares of Class A common stock on a 1 :1 basis in accordance with the rights and preferences of the Class F common stock. No compensation expense was recorded on this transaction as management concluded that it was not a mechanism to provide compensation to employees, but rather an arms-length transaction between willing buyers and willing sellers, at a price per share determined by a third party. In February 2020, four new investors led an offer to purchase approximately 1.7 million shares of Class A common stock from existing employees and service providers that hold common stock and vested options at a price of $ 14.00 per share for an aggregate purchase price of $ 23.8 million. The transaction was initiated by, and the purchase price was set by, the new investors. No compensation expense was recorded on the transaction as management concluded that it was not a mechanism to provide compensation to employees, but rather an arms-length transaction between willing buyers and willing sellers, at a price per share determined by a third party. Common Shares Reserved for Future Issuance The Company had reserved the following shares of Class A common stock for future issuance: (in thousands) As of December 31, 2021 2020 Shares outstanding from stock options and restricted stock units 10,261 10,060 Shares reserved for Series A redeemable convertible preferred stock — 7,687 Shares reserved for Class F common stock — 33,783 Shares available for future equity award grants 3,679 461 Shares available for future ESPP offerings 841 — Total shares reserved 14,781 51,991 84 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents Equity Incentive Plans — In 2012, the Company’s Board of Directors approved the adoption of the 2012 Equity Incentive Plan (the 2012 Plan). In October 2021, the Company’s Board of Directors approved the adoption of the 2021 Equity Incentive Plan (the 2021 Plan) and the termination of the 2012 Plan, both of which became effective in connection with the Company’s IPO completed on November 8, 2021. The 2021 Plan has an initial authorization to grant share-based awards for up to 4.1 million shares of Class A common stock, and additionally provides that any shares subject to outstanding awards under the 2012 Plan that are terminated, expire, are forfeited due to a failure to vest, are reacquired or withheld to satisfy a tax withholding obligation or to satisfy the purchase price or exercise price of a stock award will be added to the 2021 Plan and made available for future issuance. The termination of the 2012 Plan had no impact on the terms of outstanding awards under that plan. The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each calendar year, starting January 1, 2023 and ending on and including January 1, 2031, in an amount equal to five percent ( 5 %) of the total number of shares of the Company’s capital stock outstanding on December 31 of the prior calendar year, unless the Company’s Board of Directors determines prior to the date of increase that there will be a lesser increase, or no increase. The 2021 Plan and the predecessor 2012 Plan (collectively, the Plans) provide for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted stock units and restricted stock awards to employees, non-employee directors and consultants of the Company. Options to purchase Class A common stock granted under the Plans continue to vest until the last day of employment and generally will vest 25 % in the first year and monthly thereafter (for a total vesting period of 4 years), and expire 10 years from the date of grant. Class A common stock awards are generally issued to officers, directors, employees and consultants, and vest according to an award-specific schedule as approved by the Board of Directors. The exercise price of incentive stock options granted under the Plans must be at least equal to 100 % of the fair market value of the Company’s Class A common stock at the date of grant, as determined by the Board of Directors. The exercise price must not be less than 110 % of the fair market value of the Company’s Class A common stock at the date of grant for incentive stock options granted to an employee that owns greater than 10 % of the Company stock. A summary of the Company’s stock option activity for its Plans is as follows: Outstanding Stock Options (in thousands) Weighted Average Exercise Price Weighted Average Contractual Life (Years) Aggregate Intrinsic Value (in millions) Balance as of December 31, 2020 8,694 $ 6.70 6.7 $ 63.5 Granted 1,083 $ 17.10 Exercised ( 2,322 ) $ 4.70 Cancelled/forfeited ( 1,012 ) $ 8.89 Balance as of December 31, 2021 6,443 $ 8.84 6.5 $ 45.3 Vested and exercisable as of December 31, 2021 4,122 $ 6.17 5.4 $ 38.7 The weighted-average grant-date fair value of options granted during 2021, 2020 and 2019 was $ 9.60 , $ 6.28 and $ 4.52 per share, respectively. The intrinsic value of options exercised was $ 30.0 million, $ 25.9 million and $ 3.7 million during 2021, 2020 and 2019, respectively. Total unrecognized compensation cost related to non-vested stock options granted under the Plans was $ 15.1 million as of December 31, 2021, with the cost expected to be recognized over a weighted-average period of 2.8 years. The Company estimates the fair values of options awarded on the date of grant using the Black-Scholes-Merton option-pricing model, which requires inputs, including the fair value of common stock, expected term, expected volatility, risk-free interest and dividend yield. 85 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents The Company estimates the expected term of options using the simplified method described in Staff Accounting Bulletin Topic 14, as amended, as it does not have sufficient historical experience for determining the expected term of the awards granted. Expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the U.S. Treasury yield curve at the date of grant. The expected dividend yield was 0 % as the Company has not paid, and does not expect to pay, cash dividends. For awards granted prior to the IPO, the Company’s Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s Class A common stock at each meeting at which awards were approved. These factors included, but were not limited to (i) contemporaneous third-party valuations of Class A common stock; (ii) the rights and preferences of Redeemable Convertible Preferred Stock compared to Class A common stock; (iii) the lack of marketability of Class A common stock; (iv) developments in the business; and (v) the likelihood of achieving a liquidity event, such as an IPO or a sale of the Company, given prevailing market conditions. The per-share fair value of each stock option was determined on the date of grant using the following weighted-average assumptions and ranges of fair value of common stock: Year Ended December 31, 2021 2020 2019 Expected volatility 53.7 % 52.2 % 50.3 % Expected term (in years) 6.0 6.1 6.0 Expected dividend yield 0 % 0 % 0 % Risk-free interest rate 1.1 % 0.6 % 1.8 % The Company modified the terms of approximately 0.7 million, 1.0 million and 0.4 million stock options, respectively, in connection with various termination agreements during 2021, 2020 and 2019. These modifications resulted in additional stock-based compensation expense of $ 0.4 million, $ 0.2 million and $ 0.1 million, respectively, which was fully recognized at the modification date and included within research and development, sales and marketing and general and administrative expense in the consolidated statement of operations. In March 2021, the Company entered into an Option Cancellation Agreement with a former member of its Board of Directors and his affiliated entity, pursuant to which the Company cancelled options to purchase an aggregate of 0.2 million shares of Class A common stock. The total consideration paid for the option cancellation was $ 2.4 million, of which $ 1.0 million was recognized as compensation expense for the excess amount paid over the purchase-date fair market value of the options. In August 2019, the Company entered into an Option Cancellation Agreement with a former member of its Board of Directors and his affiliated entity, pursuant to which the Company cancelled an option to purchase 0.1 million shares of Class A common stock held by Camelot Financial Capital Management LLC for consideration equal to $ 10.20 per share, minus the exercise price for the shares underlying such option. The total consideration paid to Camelot Financial Capital Management LLC was $ 0.8 million. Performance-based Options — Under the Plans, the Company granted certain key employees performance-based stock options of 2.0 million shares in June 2018 to incentivize their performance and retention. Subject to the employees’ continued employment with the Company, the performance-based stock options would fully vest in the first quarter of 2021 if certain performance metrics were achieved in 2020. Performance metrics included both financial performance and non-financial performance. For awards that included a performance condition, compensation expense was recognized when the performance condition was probable of being achieved, at which time the cumulative compensation expense from the grant date would be recognized. As of the grant date, the options were valued using the Black-Scholes-Merton option-pricing model based on the consistent assumption used for the options issued to employees of the Company As of December 31, 2020, the Company had no performance-based stock options outstanding as the Company determined that the performance metrics were unlikely to be met and the stock options were canceled during 2020, with the compensation cost associated with unvested options reversed. The Company recorded $( 0.6 ) million and $ 0.6 million of stock-based compensation expense (credit) associated with performance-based options in 2020 and 2019, respectively. Restricted Stock Units — The Plans also provide for the issuance of RSUs of the Company’s common stock to eligible participants. During 2020, the Company began issuing RSUs to certain employees and directors under the 2012 Plan. These RSUs are subject to service-based vesting conditions. The service-based vesting condition is generally satisfied over four years. 86 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents A summary of the Company’s outstanding nonvested RSUs for its Plans is as follows: Number of Units (in thousands) Weighted-Average Grant Date Fair Value Nonvested as of December 31, 2020 1,366 $ 12.68 Granted 3,495 $ 19.44 Vested ( 647 ) $ 15.66 Forfeited ( 396 ) $ 15.41 Nonvested as of December 31, 2021 3,818 $ 18.07 The total fair value of shares that vested under RSUs was $ 12.2 million and $ 1.0 million during 2021 and 2020, respectively. Unrecognized compensation cost related to RSUs was $ 64.9 million as of December 31, 2021, with these costs expected to be recognized over a weighted-average period of approximately 3.4 years. Employee Stock Purchase Plan — The Company sponsors an ESPP which became effective in connection with the Company’s IPO completed on November 8, 2021. The ESPP allows eligible employees to buy shares of the Company’s Class A common stock at a 15 % discount of the stock’s market value on defined dates. The ESPP authorizes the issuance of 0.8 million shares of the Company’s Class A common stock under purchase rights granted to eligible employees, with automatic increases in the number of shares reserved for issuance on January 1 of each calendar year, beginning in 2023 and through 2031, subject to terms of the ESPP. There were no shares of the Company’s Class A common stock purchased under the ESPP through December 31, 2021. The Company recognized stock-based compensation expense related to the ESPP of $ 0.8 million during 2021. Unrecognized compensation cost related to the ESPP was $ 11.9 million as of December 31, 2021, with these costs expected to be recognized over a period of 2 years through the end of the initial offering period. The impact of forfeitures under the ESPP are recognized as forfeitures occur. The fair value of purchase rights granted under the ESPP were determined on the date of grant using the following weighted-average assumptions: Year Ended December 31, 2021 Expected volatility 49.8 % Expected term (in years) 1.4 Expected dividend yield 0 % Risk-free interest rate 0.4 % Stock-Based Compensation — The Company recognized stock-based compensation expense under the Plans and ESPP as follows: (in millions) Year Ended December 31, 2021 2020 2019 Research and development $ 6.8 $ 3.1 $ 2.2 Sales and marketing 5.8 1.9 1.2 General and administrative 5.3 1.4 1.6 Total $ 17.9 $ 6.4 $ 5.0 In addition, stock-based compensation of $ 3.3 million, $ 1.6 million and $ 1.1 million was capitalized related to software development costs in 2021, 2020 and 2019, respectively. The Company did no t recognize any tax benefit for stock-based compensation arrangements in 2021 due to the establishment of a valuation allowance. The Company recognized tax benefits for stock-based compensation arrangements of $ 4.7 million and $ 0.3 million in 2020 and 2019, including excess tax benefits of $ 3.7 million and an immaterial amount, respectively. 87 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents 12. Income Taxes Income (loss) before the provision for (benefit from) income taxes consisted of the following: (in millions) Year Ended December 31, 2021 2020 2019 Domestic $ ( 35.0 ) $ 1.9 $ 27.8 Foreign ( 2.7 ) ( 1.0 ) 0.1 Total $ ( 37.7 ) $ 0.9 $ 27.9 The components of the provision for (benefit from) income taxes are as follows: (in millions) Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ ( 0.1 ) $ 1.5 State 0.7 0.3 0.1 Foreign — — 0.1 Total 0.7 0.2 1.7 Deferred: Federal 4.9 ( 4.0 ) 1.5 State ( 0.2 ) ( 0.6 ) 0.5 Foreign ( 0.6 ) — — Total 4.1 ( 4.6 ) 2.0 Provision for (benefit from) income taxes $ 4.8 $ ( 4.4 ) $ 3.7 The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: (in millions) Year Ended December 31, 2021 2020 2019 Tax at federal statutory rate $ ( 7.9 ) $ 0.4 $ 5.9 Permanent items — 0.5 0.3 Foreign rate differential ( 0.2 ) 0.2 — Stock-based compensation ( 2.0 ) ( 3.1 ) 0.5 Tax credits ( 5.6 ) ( 4.9 ) ( 4.5 ) Change in valuation allowance 15.1 1.1 1.8 Tax contingency and interest 1.9 1.1 ( 0.2 ) State taxes ( 0.4 ) 0.1 0.3 Non-deductible contingent consideration 4.1 — — Other ( 0.2 ) 0.2 ( 0.4 ) Tax at effective tax rate $ 4.8 $ ( 4.4 ) $ 3.7 The valuation allowance increased by $ 15.1 million in 2021, mainly attributable to corresponding changes in deferred tax assets, primarily certain federal and state tax credits and net operating loss carryforwards. 88 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets and liabilities are as follows: (in millions) As of December 31, 2021 2020 Deferred tax assets: Accruals and reserves $ 0.6 $ 0.9 Federal and state tax credits 17.9 13.7 Stock-based compensation 3.3 1.8 Net operating loss carryforwards 13.5 8.3 Lease liability 3.7 3.8 Other 1.2 0.3 Total gross deferred tax assets 40.2 28.8 Deferred tax liabilities: Prepaid expense and other ( 1.3 ) ( 0.1 ) Right-of-use asset ( 3.5 ) ( 3.6 ) Basis difference for fixed assets and intangibles ( 14.8 ) ( 15.2 ) Total gross deferred tax liabilities ( 19.6 ) ( 18.9 ) Valuation allowance for deferred tax assets ( 22.4 ) ( 7.3 ) Net deferred tax asset (liability) $ ( 1.8 ) $ 2.6 As of December 31, 2021, the Company has federal net operating loss carryforwards of $ 54.2 million, of which $ 13.1 million, if not utilized, will begin to expire in 2033, and the remaining $ 41.1 million can be carried forward indefinitely. As of December 31, 2021, the Company has state net operating loss carryforwards of $ 39.6 million. The majority of state net operating loss carryforwards, if not utilized, will begin to expire on various dates beginning in 2032. In addition, as of December 31, 2021, the Company has $ 13.7 million and $ 12.6 million of California and federal research and development credit carryforwards, respectively. The California credits can be carried forward indefinitely. The federal credits will start to expire in 2037. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of sufficient future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax-planning strategies in making this assessment. Based on the Company’s ongoing assessment of all available evidence, both positive and negative, including consideration of the Company’s historical profitability and the estimated impact of its operating model on future profitability, the Company concluded that it was more likely than not that its U.S. deferred tax assets in excess of deferred tax liabilities would not be realized. Accordingly, the Company recorded a valuation allowance against these net U.S. deferred tax assets as of December 31, 2021. The Company’s judgment regarding the likelihood of realization of these deferred tax assets could change in future periods, which could result in a material impact to the Company’s income tax provision in the period of change. A reconciliation of unrecognized tax benefits, excluding accrued interest and penalties, are as follows: (in millions) Year Ended December 31, 2021 2020 2019 Balance at the beginning of the year $ 6.3 $ 4.8 $ 4.4 Increases related to prior year tax positions 0.6 0.3 0.4 Decreases related to prior year tax positions — ( 0.1 ) — Expiration of statute of limitations — ( 0.1 ) ( 1.3 ) Current year increases 1.5 1.4 1.3 Balance at the end of the year $ 8.4 $ 6.3 $ 4.8 89 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents Interest and penalties were not material for 2021 and 2019. The Company accrued $ 0.1 million for interest and penalties on its uncertain tax positions for 2020. Unrecognized tax benefits of $ 0.4 million, as well as accrued interest and penalties, would affect the Company’s provision for income taxes if recognized. The Company does not anticipate that its total unrecognized tax benefits will significantly change due to settlement of examination or the expiration of statute of limitations during the next 12 months. The Company files income tax returns in the U.S. federal and various state jurisdictions. The Company’s tax years for 2013 and forward are subject to examination by the U.S. tax authorities due to certain acquired attribute carryforwards. The Company’s tax years for 2013 and forward are subject to examination by various state tax authorities due to certain acquired attribute carryforwards. 13. Net Income (Loss) Per Basic and Diluted Share The Company computes earnings per share (EPS) in conformity with the two-class method required for participating securities. The two-class method is an earnings allocation method that determines net income (loss) per share for each class of common stock and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings or losses. We consider early exercised share options to be participating securities. The impact of early exercised share options on basic and diluted EPS was immaterial for 2021, 2020 and 2019. Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average number of common stock outstanding during the period. Diluted EPS is computed by dividing income (loss) attributable to common stockholders by the number of diluted shares outstanding. Diluted shares equal the total of the basic shares outstanding and all potentially issuable shares, other than antidilutive shares, if any, weighted for the average days outstanding for the period. The dilutive effect of outstanding awards and convertible securities is reflected in diluted earnings per share by application of the treasury stock method. The following table provides a reconciliation of the numerators and denominators of the basic and diluted per share computations for net income (loss) attributable to common stockholders: (in millions, except per share amounts) Year Ended December 31, 2021 2020 2019 Numerator: Net income (loss) attributable to common stockholders – basic and diluted $ ( 42.5 ) $ 5.3 $ 24.2 Denominator: Weighted-average shares of common stock – basic 51.9 44.3 42.1 Effect of dilutive stock options and restricted stock units — 4.3 4.5 Effect of potentially dilutive Series A redeemable convertible preferred stock — 7.7 7.7 Weighted-average shares of common stock – diluted 51.9 56.3 54.3 Earnings (loss) per share attributable to common stockholders: Basic $ ( 0.82 ) $ 0.12 $ 0.57 Diluted $ ( 0.82 ) $ 0.09 $ 0.45 The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock, as well as of Class F stock prior to the Company’s IPO, are identical, except with respect to voting and conversion. See Note 11 – Stockholders’ Equity for further discussion. As the liquidation and dividend rights are identical for Class A, Class B and predecessor Class F common stock, the undistributed earnings are allocated on a proportional basis and the resulting net income (loss) attributable to common stockholders will be the same for Class A, Class B and the predecessor Class F common stock on an individual or combined basis. 90 NERDWALLET, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS T able of Contents The following common stock equivalents were excluded from the computation of diluted earnings (loss) per share for the periods presented because including them would have been antidilutive: (in millions) Year Ended December 31, 2021 2020 2019 Shares subject to outstanding stock options and restricted stock units 5.0 2.0 2.5 Employee stock purchase plan 0.6 — — 14. Employee Benefit Plan The Company sponsors a 401(k) savings plan (the Savings Plan). All employees are eligible to participate in the Savings Plan after meeting certain eligibility requirements. Participants may elect to have a portion of their salary deferred and contributed to the Savings Plan up to the limit allowed by the applicable income tax regulations. The Company’s current policy is to match employee contributions up to certain overall limits. The Company made matching contributions of $ 3.5 million, $ 2.7 million and $ 2.3 million during 2021, 2020 and 2019, respectively. 15. Related Party Transactions During 2017, the Company entered into a stock repurchase agreement to repurchase a specific number of shares of Class G common stock from one of the Company’s co-founders. In connection with the stock repurchase agreement, the Company issued Notes with a principal amount totaling $ 28.5 million to the co-founder. The Notes bore interest on the outstanding principal amount at the rate of 4.2922 % per year and were scheduled to mature in 2026. In the event of a deemed liquidation event or initial public offering while the Notes remained outstanding, the Company was required to repay the Notes in an amount equal to the outstanding principal and any unpaid accrued interest, to the extent there are proceeds available after payment of senior obligations. In November 2021, in connection with the Company’s IPO, the Company repaid in full the outstanding principal amount of $ 28.5 million and accrued interest on the Notes. See Note 7 – Debt for further discussion on the Notes. Additionally, see Note 10 – Redeemable Convertible Preferred Stock and Note 11 – Stockholders’ Equity for discussion on certain equity and options-related transactions with a former member of the Company’s Board of Directors and his affiliated entity, as well as with the Company’s CEO. There were no other material related party transactions during 2021, 2020 or 2019. ****** 91 Tab le of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.