Good day and thank you for standing by. Welcome to the LegalZoom’s Second Quarter 2022 Earnings Conference Call. At this all, participants are in listen-only mode. After the speakers' presentation, there will be a question-and-answer session. [Operator Instructions]. Please be advice today's conference is being recorded. I would now like to hand the conference over to your speaker today, Danny Vivier, Head of Investor Relations. Please go ahead.

Thank you, operator. Hello and welcome to LegalZoom’s second quarter 2022 earnings conference call. Joining me today is Dan Wernikoff, our Chief Executive Officer and Noel Watson, our Chief Financial Officer. As a reminder, we will be making forward-looking statements on today's call. These forward-looking statements can be identified by the use of words such as believe, expect, plan, anticipate, will, intend and similar expressions and are not and should not be relied upon as a guarantee of future performance or results. Results could differ from those contemplated by our forward-looking statements. We caution you to review the Risk Factors section of our reports and filings with the Securities and Exchange Commission for a discussion of factors that could cause our results to differ materially. The forward-looking statements we make on this call are based on information available to us as of today’s date and we disclaim any obligation to update any forward-looking statements, except as required by law. In addition, we will also discuss certain non-GAAP financial measures. Our CEO and CFO use these measures to making decisions regarding our business and we believe these measures provide helpful information to investors. Reconciliations of all non-GAAP measures to the most directly comparable GAAP measures are set forth in the Investor Relations section of our website at investors.legalzoom.com. The non-GAAP financial measures are not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. Now, I will turn the call over to Dan.

Thanks Danny, and good afternoon, everyone. I came to LegalZoom almost three years ago to lead a product transformation. During the pandemic, that journey took a detour. We leaned-in hard to strong tailwind created by COVID and we clearly benefited from it. As we look ahead to a different macro environment, it's a clear reminder that products win markets, and our product is needed more now than ever before. In today's call, I'll outline how we are sharpening our focus, along with clear actions to adjust to a different environment. I want to be clear in today's earnings call that while the comparables caused by lapping COVID are difficult, I don't place blame on the macro for our performance,. Instead I see our inability to gain material share in a very large untapped market to be issue and the accountability for that is squarely on me. Today I'll spend a bit more time talking about how we are adjusting to the current environment in the short-term, while also reiterating our opportunity in the long-term. But first I'll give a brief overview of Q2 results. Q2 revenue came in at $164 million, up 9% year-over-year, transaction revenue was down 9% in the period, while subscription revenue offset this weakness growing 32%. Our business formation declined 16% in the second quarter, while the U.S. Census Information Data was down 12%. During the quarter, we adjusted our marketing strategy, reverting to a more conservative lower funnel focused approach given the external environment. This intra-quarter shift drove in efficiencies to are spend. Adjusted EBITDA was $18 million in the second quarter. Similar to reverting to a more conservative marketing approach, we've been taking quick actions to manage expenses. We've completed a reduction of force and expect to eliminate hiring outside our most critical roles,…

Thanks Dan. Good afternoon everyone. I'll start today with a review of our performance in the second quarter and end with our outlook for the remainder of the year. Total GAAP revenue in the period came in at $164 million, up 9% year-over-year at the top end of our guidance range. As expected transaction revenue was down 9% year-over-year at 67 million as we continue the lap challenging comparisons from the prior year surge in business formation. We completed 113,000 business formations in Q2, down 16% compared to the same period last year. Average order value came in at 296 in the second quarter, up sequentially from the first quarter and in line with typical seasonal patterns in the business. Year-over-year AOV was a 5% due to an acceleration of fulfillment and discontinuation of our lower priced DIY trademark products. Going forward, we expect AOV to decline year-over-year in the second half, primarily driven by the phased rollout of our premium offering. As we've discussed, we expect introduction of truth yields to drive significant volume and share growth without cost of French transaction revenue. Subscription revenue continue to perform nicely in the second quarter coming in at $91 million, up 32% year-over-year. That said we are expecting subscription growth to slow materially beginning of the third quarter and into next year. The primary driver is the impact of the slowing macro environment on our formation volumes, which in turn reduces the number of gross additions, particularly within our Registered Agent and compliance-related subscription offerings. We're also beginning to see pressure in our retention rates for these core products, which we believe as a result of increasing spend sensitivity among our SMB customers. ARPU was $252 in the second quarter, up 10% year-over-year. We expect similar growth in the back half…

[Operator Instructions] Our first question will come from line of Ron Josey from Citi. Your line is open.

Great. Thanks for taking the question. Noel, Dan, I want to follow-up maybe on the last comment on just on growing share in 2023. And can you just talk about the drivers might lead to that continued share gain as sub growth expected to decline materially in the back half of this year was formation slowing down? So, I guess a two-part question then Noel. One is what gives you confidence to share gains in 2023 new products that are being launched in the national rollout and then just bigger picture maybe more on macro and business formations overall, what do you think needs to happen that to maybe turn these results around overall to achieve those share gains going forward? Thank you.

Thanks for the question, Ron. Yes, on the first point, yes, there's two big goals we've put out for 2023. One is to demonstrate margin of 15%, which is just, it's the thing we can control, which is costs and ensuring that we're driving efficiencies as we scale this business. And the other is a 15%, share gain. The share gain is an early reflection of what we see, when we innovate on our lineup, and we talked about this in the past, we've had a lineup that is a premium price, DIY solution. And we know that we're a premium brand and many customers are willing to pay that that premium on top of what they would able to be able to do with the Secretary of State. But we also know that there are other types of customers out there. So, there's people who are seeking expertise -- legal expertise from an attorney, but they can't afford it and so we have a premium component to the lineup. And then separately, there are people who are cost-sensitive, but really want some extra guidance. And so we're going after that group as well with the premium components who our lineup. So, early indication -- and again, we're we've been testing this and sequencing different variants in different states. And the read that we're getting is very positive. We see customer growth, relative to the control, which is our existing lineup. We see share gains. We see a mix shift, going more aggressively towards a subscription model, versus today's transactional model. And all of that's making us confident. So, when you start to look at it, in some components of the test, like mobile, for instance, we see even a higher acceleration, which is giving us some indication of what…

And Ron just -- I just wanted to build on Dan's earlier comment around share gains. Just also note, and we've talked about being willing to trade off and the transaction revenue for the benefit of subscription. And this is an example where incremental customer growth, formations growth, there is a trade off with average order value, because we're offering a free SKU. And so it's really leveraging the benefit of the ecosystem that we've been building out in the subscription side to help drive long-term customer value, but at the trade-off of the upfront transactional revenue.

Great. Thank you, Dan. Thank you, Noel.

Thanks Ron.

Our next question comes from Andrew Boone from JMP Securities. Your line is open.

Good afternoon, guys and thanks for taking my questions. Two please. I want to understand more of the macro. It sounds like you guys are seeing a deterioration in terms of business formations in terms of the data you have. If you look at this morning, Census Bureau kind of, recorded July was down 4%. So, are you seeing something different than what's publicly available via the Census Bureau? Or how should we think about that? And then just going to marketing efficiency on a go-forward basis? Can you guys just talk more about what your plans are in terms of increasing efficiency? And just help us understand what changes there? Thanks so much.

Thanks Andrew. Yes, on the macro, I mean, it may be slightly redundant with what I just answered, but we definitely saw the macro a little bit lighter than we had expected. And yes, there was a published today on the census data and it was a 4% decline. We've also noted that there's month-to-month, there are anomalies in the reporting that we see from the census data. So if you recall the prior month was much lower. I think the thing that is probably, a little bit more of a unique data point that we see is we see the relationship between formations and dissolutions. And as I mentioned, dissolutions are a little bit of a foreshadowing for us around retention and renewal because we have some existing subscriptions that are annual subscribers and they're looking for compliance on their entity. If their business is failed, then we have to reflect that, that it will not be a renewal. Again, the good news is we're sort of working our way through that. We probably have a quarter or two, and we're starting to see some of that reversal already happening. But that is a little bit of a unique data point that we have. And then separately, I think I mentioned it, we're just, we are a little bit conservative in how we're thinking about the back half of the year. Small business and consumer sentiment is quite low right now. And to Noel's point that he added on, some of our add-on subscriptions are very high ARPU. I mean, when we talk about our accounting subscription as an example, you're talking about $1,500 subscription. And so we do expect those to be impacted if there is a recessionary type environment. On the efficiency gains, that's something we've been…

And Andrew, just to build on the marketing efficiencies question, we did experience some headwinds in efficiencies this quarter just as we -- historically, we've been shifting our spend more into our media mix modeling. In this quarter, just given the uncertainty, we actually started to shift back into performance channels, which did create some inefficiencies in the quarter. And we -- the reason we did that is just given the uncertain environment, we wanted more flexibility to be nimble and have performance-based marketing that can react quickly to changes in the macro and so we can respond dynamically.

Yes. And actually thinking about what that means in the back half, it means really bringing down more of our brand spend very specifically. But as we have seen in media mix modeling before, actually, that was look like good returning spend, but media mix modeling is sort of looking back at history. And if you're heading into a new environment, we just want to be cautious in terms of that spend.

Thank you.

One moment for our next question. Our next question comes to the line of Matthew Pfau from William Blair. Your line is open.

Great. Thanks, guys. Wanted to dig into the retention comments a little bit more. So you mentioned the dissolutions are one factor that's driving that higher. I think in the prepared remarks, it was also cited that tax attrition was higher than expected. Anything else that you're seeing that's driving the expectation to have churn higher in the back half besides just the sort of general macro concerns that you have?

Yes. I mean, I think there's a couple of things that and I'll just replay it. I mean dissolutions is really interesting. We haven't talked about it before on the call, so it's probably worth unpacking. When the macro -- or when COVID hit, we actually saw formations accelerate in dissolutions almost go to 0% growth, which is really unique. They usually move in parallel. As you got to the late stage of stimulus, they were both growing really fast, which is a little bit more of a healthy environment, but we also feel like propped up because of stimulus. As we got then to the end of last year, growth in formations was going down, but actually, the dissolutions was going up. And so that's kind of the worst environment, and that's what we're sort of building out of right now. and you can see that impact over a period of four quarters post that dissolution rate. So that's one thing that's always impacted our 13 months. We've talked about this, the 13-month retention rate has been going down, and it's been offset because of older cohorts, which are actually showing a better profile. And the reality is, as it builds over time, though, that 13 month becomes a little bit larger. LZ Tax is different. I would say two things happened. We over performed on the channel, meaning we attached to way more people than we thought. And then we were not providing as strong an experience for those customers as we know we can and so the attach rate was down. The overall result actually was pretty much what we had expected, but we just got there a little bit differently. And the good news there is we understand pretty much exactly we need to do to resolve the retention issue in healthy tax.

Got it. Very helpful. And just one follow-up in terms of the subscription guide. So, maybe it would be helpful if you could help us understand how seasonality LZ Tax cost in the second quarter? Because I believe even if we just took -- assumed no sequential subscription growth in the back half of the year, we would be decently ahead of 20% subscription revenue growth. So what are the components that are driving that maybe from a numeric perspective, subscription revenue to be sequentially down in the third and fourth quarter relative to the second quarter?

Yes. I'm not sure we're going to break that out into the specifics, because there's a few drivers. Obviously, we're still talking relatively small dollars overall. But LZ Tax was a component of the drivers, just the fact that there is some revenue recognition timing that's tied to the timing of tax prep. And so you see it heavier in Q1 and Q2. That is an important component of it. But it's also a reflection of the slowing in our core business, what we talked to in our prepared remarks, is the slowing of business formations growth the last couple of quarters, and that flows into our kind of gross additions on our subscription side. On a -- and there's a bit of a lag in terms of as you start to see that flow through our revenue and so you're seeing some of our -- the core slowdown as a reflection of prior period slowing formations growth.

Got it. Thanks guys. Appreciate it.

Thank you. One moment for our next question. Our next question comes from the line of Elizabeth Porter from Morgan Stanley. Your line is open.

Great. Thank you so much. It's really encouraging to see the focus on controlling costs, given the tougher environment. But I wanted to ask about just the nascency of the market you guys are in today and kind of the education that's needed. What's the risk that lower CAM could impact demand despite having the new product lineup? Or alternatively, kind of how has the market matured for these solutions over the last year. Thanks.

Thanks for the question, Elizabeth. Just going back to that margin goal, the vast majority of it is really a combination of reductions through COGS and thinking about the efficiencies around it, also OpEx and reductions outside of tech. And a portion will also be non-media marketing spend, which I think -- that's an area where we can control it. We have some great creative production this year. We probably won't be deploying it in the back half of this year. So it's not like there's a significant amount of CAM reduction required next year to actually get to the margin that we expect to get to. So I think we still think it's really important. But what I would say is probably most important, and we've already demonstrated this through testing is having the right offering. And if you looked at our funnel, when you think about the number of people who start with LegalZoom, we get down to a very small portion of them that complete. And the biggest drop off areas that we see that are controllable is when we get to pricing. And so when we think about the opportunity to drive more share, it's really completing the orders that are already going through our funnel by segmenting the offerings, so that it meets them exactly where they are. So if you're low cost, we want to get you started and into our ecosystem as easily as possible and will monetize them over time throughout their lifecycle. If you're looking for an attorney, we also want to capture that. And today, we just don't offer those front and center in our lineup. So I think, that's always been our plan is to sort of first couple of years is make sure we sort of develop the market. But at a certain point it was let's make sure we're innovating in the product to really drive that share gain.

Great. And then on the segmented lineup and understanding it's still pretty early, but on the free solution, any sort of early reads on how the free product might be attaching subscriptions, or partner solutions relative to the paid product?

Yes, great question. And it's -- we have a lot of different tests going at the same time. And so it's hard to give you a very specific answer. What I would say is, we definitely see lower tax rates, but we obviously see higher bookings, because we're driving significantly more conversion through it, when you're talking about subscriptions. And that's exactly how we want it to work. We don't think we'll be able to maintain attach rates to these customers. But we want the number of customers to sort of overwhelming overcome it to the point where it's just good in the aggregate. And this, by the way, is without customizing any of the subscriptions to also reflect the fact that they're coming in as a free customer. Over time, you would start to think about how to use segments, your subscriptions. So you would have a lower end registered agent subscription, and you would have a premium registered agent subscription is really targeted off who's coming into the lineup. So there's -- the interesting thing here is, again, we're looking at a lot of early data, and we're encouraged. And this is data that's really using the ingredients that we have in our lineup versus starting to build it out and innovate specifically off those segments.

Got it. Thank you.

Thank you.

One moment for our next question. Our next question comes from the line of Mario Lu from Barclays. Your line is open.

Great. Thanks for taking the question. The first one is more higher level in terms of as we kind of enter a tougher macro environment. How would you describe the competitive landscape kind of shifting over the past couple of quarters? And do you view your $200 million plus cash on the balance sheet? Do you see that as mostly an advantage compared to your peers? Or how would you compare this strategy in terms of capital allocation? Thank you.

Yes, it's -- I think what's interesting is even starting in 2021 at the beginning of the year, given the fact that formations were starting to really take off. We did see more participation in our category by both low end providers, but also from like adjacencies. And actually, that's made our marketing spends a little bit tougher, right, because if you think about a lot of the e-commerce players, I mean, they were spending into this pretty aggressively. And a lot of what they were spending into was actually our keywords, because they market directly to businesses that are just forming. So I would almost say that that's made a bigger impact from a marketing perspective. And then from a competitive standpoint, we haven't seen anybody do anything that we would say is terribly innovative, but they are competing on price, which is exactly why we're doing the freemium offering. The $200 million on the balance sheet, I think is a competitive advantage. I mean, we can be not only a little bit more aggressive, and also knowing that we're cash flow positive, and playing offense during a time like this and consolidating. And again that's why we're doing something like freemium, which may -- it may be a trade-off in the short-term to really drive lifetime value. And there are things that we're looking at to sort of think about how do we measure success, one is one year bookings, but one is also lifetime value. So there's things that might do there. But also there are opportunities to accelerate our roadmap through talent acquisition, that I think are real opportunities, where it can both be something that we desire to integrate into our platform, but also just an awesome product team, because hiring over the last couple of years has been very difficult, specifically in tech. So both of those are opportunities for us.

And we think in this environment, there's probably going to be heightened activity or opportunities on the M&A side. And so just having a strong balance sheet allows us to be opportunistic, if those opportunities do come our way.

Great. Thank you, both.

Thanks, Mario.

One moment for our next question. Our next question comes from the line of Brent Thill from Jefferies. Your line is open.

Thank you. This is John Byun on for Brent Thill. Two questions. So on the subscription side, actually, it's been better than the expected growth for a while now. But is there a way to think about how to disaggregate between how much is from kind of the retention or conversion of the base versus kind of first information positions? And then second, if you could maybe talk a bit more about the, I guess, the going forward trend on AOVs and subs ARPU, what's going to be the dynamic in the drivers relate to that? Thank you.

Yes. So on the subs question, and disaggregation. And I think you were point to the difference between retention versus the acquisition piece. I don't know if we want to necessarily get into breaking up those different components. And they happen those -- as I mentioned before, they have been moving based off the growth rate information and that growth rate the dissolution. But I think that the disaggregation, that's maybe a little bit more helpful is there's our core subscriptions that are tied to entity compliance, and that's the registered agent and compliance subscription. And then there's the newer stuff, which is LZ tax and things like Earth Class Mail. Those two are untethered by the formations growth right now, because they're sort of in an early phase of being developed. And so you're -- what we're seeing is really strong growth in those two. And then what you're seeing on the core subscriptions is exactly how we describe it. We're getting into five quarters now of kind of reduced or flat formations. And what that means is, we're seeing both the dissolution rate impact them, but also just flat acquisition. The retention rates, though, have remained relatively stable, if you think at the aggregate from a churn perspective. But there's a dynamic underneath it where the 13 month is impacted by dissolution, and the older cohorts are hardening better than we had expected. So that's probably how I'd answer that. And I don't know if you want to hit the AOV one. Noel?

Yes. On the AOV and ARPU side, I would say, as it relates to AOV and we touched on this in our remarks. We expect AOV to be down year-over-year in the back half. And that's in part due to the testing that we're doing on freemium -- with our freemium offering, and that free SKU obviously puts downward pressure on AOV. And we would expect that to continue as that expands its rollout and then normalizes. And then on the ARPU side, we continue to see strength in ARPU. We expect that to be durable through the end of this year. And then to the extent that LZ tax, and ECM, which are higher ARPU offerings, it continue to become a larger percentage of the mix, then that will continue to put -- provide some upward pressure on ARPU.

Yes, and it really comes down to focusing on the experience and LZ tax. So we improve retention, and again, we know what to do there. And then an ECM, we have opportunities to better integrate it, so the acquisition side hasn't yet inflected. And a lot of those changes are being made right now, where we will start to see that number begin to grow. And again, both of those will change the mix.

Thank you.

Thank you. That's all the time we have for Q&A today. This concludes today's conference call. Thank you for participating. You may now disconnect. Everyone have a great day.