Good day and thank you for standing by. Welcome to the LegalZoom’s Third Quarter 2022 Earnings Conference Call. At this time, all participants are in a 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, Sarah [Indiscernible], Securities Counsel. Please go ahead.

Thank you, operator. Hello and welcome to LegalZoom’s third 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 this 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. Such forward-looking statements are based on management's assumptions and expectations and information available to us as of today's date and are subject to risk and uncertainties that could cause actual results to differ materially from such statements. These risks and uncertainties are referred to in a press release we issued today and in the Risk Factors section of our most recent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. Except as required by law, we do not plan to publically update or revise any forward-looking statements whether as a result of any new information, future events or otherwise. 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 Sarah and good afternoon, everyone. In Q2, we outlined a path forward that leverages the brand leadership established over the last few years, while better capturing the demand we already have through increased product innovation. As a result, we committed to a 15% EBITDA margin and a 15% share improvement in 2023. I'm happy to say we've made progress against both of these stated goals. But more importantly, some of the larger product and platform investments we've been making over the past few years are beginning to bear fruit. To be clear, it's still very early innings for our product transformation, but the momentum is there, and you should continue to see our product output accelerate over time. Before getting into more details on progress against priorities, I'll give a brief overview of our third quarter results. Q3 revenue came in at $154 million, up 4% year-over-year. Transaction revenue was down 14% in the period, while subscription revenue offset this weakness growing 25%. LegalZoom business formations grew 3% in the third quarter, while US Census formations were down 2%. The share gain in Q3 is both a result of increased testing of our freemium lineup and increased acquisition through channel partnerships. Adjusted EBITDA was $17.5 million in the third quarter. Given the quick expense actions we've taken; we expect to realize improvements in margin for the remainder of the year. To remind you, this is a result of multiple reductions in force over the past six months, while restricting primarily to product and technology; progress automating our core formation and tax fulfillment process, which will continue to drive down variable costs. And in Q3, we began to reduce our brand spending, rotating our focus to higher intense, lower funnel, and earned channels. Moving on to some operational highlights. We…

Thanks, Dan, and good afternoon, everyone. I'll start today with a review of our performance in the third quarter and end with our outlook for the remainder of the year. Total GAAP revenue in the period came in at $154 million, up 4% year-over-year and above the top end of our guidance range. Transactional revenue was 14% year-over-year and $58 million due to a 1% decline in total transaction units and a 12% reduction in average order value. We completed 117,000 business formations in Q3, up 3% compared to the same period last year and up from a 16% decline year-over-year in Q2 as comparisons normalize. Transaction units were 226,000 in Q3, down 1% year-over-year as the increase in business formations was offset by a decline in intellectual property transactions, resulting from the discontinuation of our DIY trademark product and a continued reduction in the state planning and other consumer transactions. Average order value came in at $255 in the third quarter, down sequentially from the second quarter and down 12% year-over-year. As noted on our prior call, we expected year-over-year decline in AOV in the second half of the year due to testing of our new lower-priced line-up as well as growth in our partner channel where we provide wholesale rates. In the quarter, we also experienced a temporary impact to fulfillment productivity as the team adjusted to a mid-quarter reduction in headcount. Looking forward, we expect a similar year-over-year decline in AOV in the fourth quarter as we saw in Q3, again, driven by partner channel growth and continued testing of our freemium offering. As we previously noted, we expect the introduction of a lower price or free SKU to drive significant volume and market share growth, but at a cost out current transaction revenue. Subscription revenue was…

[Operator Instructions] And our first question comes from Andrew Boone with JMP Securities. Your line is open.

Hi. Good afternoon. Thank you so much for taking my questions. You talked last quarter about 20% of traffic being dedicated to premium testing. Can you just talk about where you're at right now in terms of flowing traffic over freemium? And then what are you seeing so far from tests? How do you feel about the product and conversion and everything else? And then secondly, with the funding environment changing in 2022 with higher rates, are you seeing any change in terms of the competitive assets from other prior private, excuse me. Can you just talk about competition overall? Thanks so much.

Yes. Thanks for the questions, Andrew. Yes. On the traffic side, it's hard at any given time to say what the specific traffic level we have is because there's lots of different tests that we have going, and we turn them on and off at different times based off of what we're reading into the test themselves. But at this point, you'll see us pretty consistently in Q4 be above that 20% level. And we're really just beginning to ramp up lots of the different variants, where in the past we were testing very broad concepts. We'll start to test a narrower set of concepts that have been refined and we'll do many variations of those with different pricing options. So that's a pretty dynamic environment. And so it's hard to say like specifically what the traffic will be because it kind of depends on what's happening with the test themselves. As it relates to the dynamics with competition and kind of what's been happening with the macro, I mean, I think what I would say is that, first off, we just want to focus on what we need to do in this environment as a starting point, which is get to the right cost structure. And so you've seen us kind of bringing our cost down, whether it relates to automating fulfillment or rightsizing some of the OpEx and headcount and even thinking about some of that last dollar spent on the marketing side, that's enabling us to go after share while still increasing profitability. And so that's really important. When we're in a bad environment, this is a chance to really consolidate and go after more customer growth, knowing that you can be confident later to monetize those customers down the road. So that's what we're really focused on, on our side. Now in parallel, we also have a really strong balance sheet. We're still cash generative. And we have a brand that's really well known. And we have the ability to sort of draft off of that knowledge of our brand. So I do think it puts us in a better position than anybody that was spending into negative profitability because they, at some point, would have to go out and get funding and this obviously isn't the best environment for funding. But again, it's really more about what we're trying to do, which is we want to be aggressive during a time like this. We feel like this is when people win and really set themselves up for long-term growth. And so that's what our strategy is.

Thanks.

Thanks, Andrew.

Thank you. One moment for our next question. Our next question comes from Mario Lu with Barclays. Your line is open.

Great. Thanks for taking the question. The first one is on your comment in terms of expecting formations declined again next year. I'm just curious if you could share any data points that led to this estimate. Obviously, those macros are very soft right now. I remember last quarter, you guys talked about the solution trends in your data. I was curious if that was one of the factors.

Yes. Thanks for the question, Mario. Actually, dissolutions have started to recover, and we're seeing them back to a normalized path, which is a pretty good thing. But I think that's also just related to -- there was an over inflation of businesses being formed and no businesses failing when there was stimulus still being handed out in 2021. So there was sort of a natural -- almost, like an inverse action that happened post-pandemic where we saw higher dissolutions. And now it's really -- it has stabilized a bit. So that feels like that's getting more back to where we've seen historically. If you start to think about formations next year, I mean, we're just cautious. If you look at the current trend in Q4 and if you think about Q3, we think of the macro as being relatively flat. But just looking on the horizon, it's clear that macro conditions are getting worse. And so we expect that there'll be a decline in 2023. We're not ready to say at what level we see that decline, but it's just something that we anticipate.

Great. Makes sense. And then in your acquisition of Revv, I just wondering if you could highlight the main factors that led to this acquisition. Any other areas in particular that you're targeting to build out your capabilities?

Yes. Really, really excited about Revv. I mean if you think about what LegalZoom was founded on, it was really democratizing legal forms online. But over the last 10, 15 years, those forms have -- are less modern than we wanted them to be. And so we were kicking off a pretty significant investment in making our forms collaborative, making them travel to customers, thinking about how we house them. And we started to look at some of the external environment and Revv was just a perfect fit. So they bring with them a pretty strong library of forms, and we obviously can keep augmenting it because it's a pretty flexible platform as well. It's a whizzy design. So small businesses will find it very easy to adjust those forms and customize them, which is really important for them. They're highly collaborative which for us is incredibly important because we want attorneys to collaborate through the forum with their clients. And then we now have e-signature capabilities which is so important that when you're creating a form, you need to get that document signed and you need to then store it somewhere where you can easily access it. So all of that is really coming out of the boxes as well as it's an API-driven solution, so it can be distributed differently, there's great SEO capabilities when we talk about forums. I mean this is a really, I think, a very, very strong acquisition and something that's indicative we're trying to do in our ecosystem. So just to refresh on the ecosystem side, I mean, what we want to do is be the place to help small businesses get started and then also help them manage their business and stay compliant. And so there's multiple other areas where we feel like we can participate. There's multiple other areas where we think a partner should participate. And so that's going to continue to be a huge investment area for us.

Yes. The one thing, I'd add there as well is on the Revv transaction that gets us excited is it comes with a really strong leadership team there with really talented engineers, and it gives us a bit of a foothold in that location to continue to build out from that piece of engineers and add quality talent there and help to overall blend down our cost structure on the engineering side. So that's another aspect of the deal that gets us really excited.

Great. Thank you, both.

Thanks, Mario.

Thank you. One moment for our next question. And our next question comes from Ron Josey with Citi. Your line is open.

Great. Thanks, guys. I want to go back maybe on macro trends and freemium. And I just want to understand -- just I understand your comment around the broader macro environment being more fluid and the outlook for 2023. But I think we've talked in the past about trends maybe returning to seasonality or at least stabilizing here. And so I just wanted to see if you're seeing that in the current environment around just macro stabilization? And if so, if that's improving the operating environment given things might be more stable? And then the second question just on freemium, I think it is so interesting. I know just talk to us about what you're seeing in the early test. Clearly, they've been positive as you open it up to more traffic. I'm curious what's worked, what surprised you? Any insights on conversion trends would be helpful? Thanks, guys.

Thanks for the question, Ron. Yes, for the macro, Q3, we saw it down about 2% and the October numbers just printed and it was a 1% increase. So it's not that we're seeing a significant deterioration. And we are seeing that it's following seasonal patterns. So whenever we talk about looking forward, we're really projecting out what we anticipate based off of what we're seeing in the economy. And there's -- at this point, we're not guiding to anything that's more specific than that. And when we get to 2023, we'll probably have a better sense of how we want to talk about our expectations for the macro that will be maybe a little bit more detailed. As it relates to testing, we really don't want to provide a lot of detail into the test themselves because they're in process, and there's obviously a lot of reasons for -- from a competitive standpoint, not to share the insights, but we feel extremely confident in the 15% share increase that we expect for next year. And I would say you're starting to see that impact. So, in Q3, you saw a 4.5% increase in share, which was from a portion of that traffic. We don't think we'll fully deploy this in Q4. By the way, as we start to see where we are today and just knowing how many variants we want to test and the limitations on our traffic and also thinking through the end-to-end implications of deploying it. We are focusing primarily on quality, and we want to make sure the end-to-end experience actually ties back to this premium lineup. So, it's likely that it gets deployed in different phases, but we feel pretty confident where we are at this point.

Thank you, Dan.

Thank you. And our next question comes from Elizabeth Porter with Morgan Stanley. Your line is open.

Great. Thank you so much. I had a question on the subscription units. Net adds kind of came down again and I was wondering if you could help parse out the impact between just this overall slower new business formations and the associated attach versus churn. It felt like the dissolution headwind may be motoring. So, any sort of insight into how we should think about net subscription adds going forward would be very helpful? Thank you.

Yes. Thanks for the question, Elizabeth. Yes, 13-month retention at this point has actually stabilized. Again, it's the relationship between dissolutions that we now have also been stabilizing and our churn rates are probably getting to our normalized level of even a couple of years ago. What I'd say is more of the impact on our subscription business is exactly what you pointed out, which is you start to lap multiple years of either flat or down macro growth, that is the main channel for our most significant subscriptions, which are a registered agent subscription and our compliance subscription. And so that's just the compounding effect, and we do think that's going to continue to be a bit of a headwind as we go into 2023. But again, it's the core subscriptions that we have are doing much better from a retention standpoint than they were last we talked.

Great. And then looking out ahead, Q4 guidance suggests about a 3% revenue growth exiting the year. And Street is looking at about 8% growth for fiscal 2023. And I know it's probably a little bit too early for guidance, but any sort of color you could put on on what we could see as potential accelerators to revenue or some of the headwinds as we think about 2023 would be helpful relative to that forecast? Thanks.

Yes. Thank you. Well, I think at this point, we're not ready to come out with any revenue guidance for next year. And we're really, again, focused on how do we make sure we manage our expenses and how can we accelerate our customer growth. We'll be ready to do that in the next quarter for sure. Anything you'd add Noel?

No, I think that's -- I think it's -- we're still in our planning process. I think there's a lot that we still need to learn in the coming months here around the macro itself. Obviously, we've talked a lot about some of the initiatives that we have in place and free is a big focus. Dan just talked about some of the new capabilities that the Revv transaction will bring in. We've now integrated Earth Class Mail into our formations flow. So, there's lots of different initiatives that we're working on that will be drivers of growth next year, but it's too early for us to really get into any specific guidance around 2023.

Got it. Thank you.

Thanks Elizabeth.

Thank you. And our next question comes from Matt Pfau with William Blair. Your line is open.

Hey thanks for taking my questions guys. Wanted to ask on the increase in revenue per subscription unit. What drove that specifically? I assume a lot of that's LZ Tax, but anything else to call out?

Yes. Thanks for the question, Matt. This is Noel. So, we've been pretty consistent for a number of quarters now just talking about the path that we've been on with ARPU. A lot of it is LZ Tax at the higher average revenue per SKU and that growing in terms of its overall share. Also, ECM kind of bringing that into the overall equation and seeing some growth there, both organically and now having it in our formation flow as well. So, those are the big drivers. We did note in our remarks that we expect ARPU to continue to grow in Q4, but to sort of flatten out from an absolute dollar standpoint sequentially. And that's really -- one is we now have a lower price view in our LZ Tax lineup. That's live. It's also a bit of a quieter quarter in Q4 for LZ Tax from a revenue recognition standpoint. And the integration of Earth Class Mail and our formations flow is currently at a lower price point as well. So, we do expect ARPU growth but to kind of flatten sequentially in terms of the absolute dollar value.

Just to build on that, the LZ Tax piece is something we talked about on the last call, where last season, we did not have a good product for pre-revenue customers. And so we've deployed what is more of an advisory subscription for those pre-revenue customers going forward. It's a much lower price SKU. But our objective here is much more around retention and making sure that we're getting the right solution to the right customers and retaining them longer versus the higher ARPU product going forward.

Great. I want to follow-up on the share gains and business formation. So, the premium product is not out to a majority of your traffic yet, but I assume that contributed somewhat to the share gains. Anything else you'd call out that helped you out on the share gains that you saw in the quarter?

Yes. Yes. I think that was a big component because we continue to test free SKUs and different variants. And some of them do very well. Some of them obviously don't do all that well and there's all different types of price points. So, the aggregate of that gave us a little bit of a tailwind. Also, our partner channel, we have some newer partners that are distributing the product through their own solutions. And the way that works is we have an API and any service provider can actually leverage our API and bundle a formation with their own service or product, and we're seeing some uptick with that with a couple of our partners as well, which we are really quite happy with. And I'd say we're more in the testing mode at this point, but we see that as a potential very large channel down the road where any small business enabler could essentially offer our solution either through their brand or our brand in a way that's bundled with their core subscription. So, those are probably the two biggest factors.

Perfect. Thank you.

Thanks.

Thank you. And our next question is from John Byun with Jefferies. Your line is open.

Hi, this is John in for Brent Thill. Thank you. Two questions. Maybe this might be related to the previous one, but I just wanted to get an update on the Wix partnership. It looks like you said you went live, but wondering when they might have started and how that's going? And then second, on the Revv acquisition, I don't know if you could discuss more in terms of how it could show up in terms of products, whether it's bundled or distinct SKUs. If you could give more color on what was in the prepared remarks. Thank you.

Yes. So on the Wix piece, we've been in market for about a quarter. You can actually see it within our myLZ offering, which is where we primarily market it. And the goals there are, again, sort of integrating as tightly as possible and leveraging as much of our data as possible to make the first use experience really strong with Wix. It's done as well as we would have expected at this point. We're still in the early -- the first quarter of releasing it. And we're a little bit ahead of schedule in terms of getting all the learnings that we wanted to and then starting to really scale it up, which you'll start to see in the next quarter or so. And again, I think it's just indicative of a strategy that's broader, which is what are the partners solutions that our customers need right when they're forming? And one of the other partners that we added this quarter was Next Insurance, which is a great solution for helping small businesses get the insurance they need right when they start. They typically don't know exactly what type of insurance they need. Some people don't even know that they need insurance at the time of formation. And so this is another good example of helping them through our ecosystem and through myLZ specifically. On the Revv side, that -- how that shows up in our product is going to be probably tested a little bit because there's a piece that's core that we already do today, which we've always had a forms library. And so this will replace and modernize it -- but you'll now start to probably see it integrated with our legal subscriptions as well. And any time that we're providing any type of legal interaction with the customers, it can be an interaction that's happening through a form. So, that's a piece that will be integrated with the next versions of our assisted solutions. And then the final piece is the signature. Then e-signature, there's multiple ways we can approach that. I mean we can have that be a stand-alone subscription. You see companies like DocuSign will charge up to $15 a month for small business or we could consider that a bundled offering in some of our core subscriptions, and it could help with retention. And we'll be testing lots of different ways to go to market with it. And I don't think we're ready yet to declare exactly which one is going to win.

Thank you.

Thank you.

Thank you. And our next question is from Stephen Ju with Credit Suisse. Your line is open.

Hi, thank you. So Dan, I guess to ask the freemium and the marketing spend question in another way, do you feel like with the current conversion funnel that you have in place, maybe it makes sense to lay off paid acquisition channel, then as you refine, iterate and hopefully an inevitably improve conversion rates, then maybe you can think about playing a greater level of offense. And I guess, do you think this is an appropriate strategy for all of your legal products or only a subset? Thanks.

Okay. Yes. On the first one, I think you're right over the target of what we're trying to do. I mean we know that we've had an overreliance on marketing as we caught all this COVID traffic and there was so much demand and yet our product wasn't necessarily ready for that demand. And so now that we've done the infrastructure work, we've automated a lot of the orders, and we have the ability to go out to market with a lower-cost product, we think of that almost as a trade-off to the marketing spend that we used to have. So, I anticipate this will bring down the marketing spend considerably. And I think what we're trying to do is show a conversion improvement that even can offset the AOV. So, like we're trying to get this to be a model that's highly optimized, more product-driven and less dependent on our marketing spend. On the second question, when you're asking kind of apply to the new lineup and other formations and products, are you saying the freemium model?

Yes.

Okay. Yes. I mean I think free plays a role in almost every product and most business models do have like some offering, which is a sort of a lower cost entry point offering. And so when we start to think about things like getting access to an attorney or an accountant, as an example, there are ways to consider that being a benefit to conversion and then building a relationship and then over time, augmenting that relationship with more of a paid one or transactional if it's a return or if it's some transaction you're doing from a legal perspective. So, the first step though is proving it out on our core product. I mean, we're really singularly focused on making the changes that we are to our formations lineup. But there's no reason that it couldn't be extended into other parts of our product portfolio.

Got you. So, then as a follow-up then. I mean, your top of funnel should significantly expand with a free version of a product out there and that--

That's right. I mean--

-- the gateway drug for lack of a better term.

Yes. Well, I think the key thing too is all of our freemium testing to-date has been sort of in our product experience. It has not been aggressively testing the top-of-the-funnel messaging. So, the moment that we get the lineup optimized for free is the moment that you'll start to see us really focus on making this more ubiquitous and starting to help people understand that this is a great alternative to both the secretary state directly or to going to an attorney or even going to an accountant when we start talking about things like tax advice and having advisory services and making that lower cost as a starting point into the ecosystem. So, free is a really important strategy. We feel like it can be ubiquitous. We feel like it's just another cost of acquisition, but probably a more effective one. And so we're thinking about how do we trade that off from our CAM spend. One last thing I'll say, too, is the way this all comes together, too, is through myLZ and again, you'll start to see a pretty significant acceleration in development in miles. But the more services that we offer and the more that we help customers understand that, that's where they go to understand their formation process, the more touches we have with the customer, the more likely we are to continue to build the relationship and extend it. And so that's a part of the product experience that never existed before. And now we're starting to really make momentum. Things like LZ Tax is going to be provided through that experience. You can schedule an attorney appointment through that experience. You can see your virtual mail. You can get your documents, you can do e-signature and know that someone's read that document is signing it. And so all of that kind of comes back to this ongoing engagement that we're trying to drive, which should help all of the subscriptions with retention over time.

Thank you.

Thank you, Stephen.

Thank you. And our question comes from Jackson Ader with MoffettNathanson. Your line is open.

Great. Thanks for taking my question guys. The first one is on the -- if you think about share gains and the macro environment, is there any kind of macro environment in 2023 where you feel like LegalZoom would be looking at shops in terms of share gains where if things actually get worse, you would expect LegalZoom to really do better or vice versa that we should be thinking about?

Thanks for the question, Jackson. I do think the worse the macro gets probably the better we're doing relative to our competition, but that doesn't necessarily mean it would translate into better performance in an absolute basis. So -- but I do think there is that relationship because starting with a really strong balance sheet, being cash flow generative having the brand that we -- is already well understood and known where we don't have to pay for that awareness, I think, is a real differentiator, especially with our competitive set, that's a little bit -- has almost no brand awareness. A lot of it is VC-funded. And I think the environment is changing pretty dramatically for those types of alternatives. In a really strong environment though, I think we still have really strong share gains, especially if we're able to deploy a competitive offering on the free side, where our competition doesn't have the ecosystem that they can offer along it. So, we can still pay to acquire customers in a free solution because we have LZ Tax, because we have a legal service that we can attach, because we have e-signature now, because we have virtual mail. I mean there's lots of different products that we own directly, whereas most of our competitive set, they sort of partner for those different things and get more bouncy relationships. So, I think in either environment, we look pretty good. It's just on an absolute basis, we're going to look a lot better in a healthy macro in a negative macro, we'll probably get more and more share.

Okay. All right. That makes sense. And then a quick follow-up on the LZ Tax side. The shift in SKUs going a little bit down in price. Is any of that in either a response to increased competition in the space? Or does it signal something about how you guys are thinking about differentiating yourselves in the kind of increased competitive market?

Not really. I mean, this is more about the uniqueness of our channel. So, we're getting businesses before they have revenue, and they have no tax filing need. In our prior lineup, they would have had to have bought a tax filing SKU that came with tax advisory. And what we discovered is we had a high degree of people attrite within the first 60 days, which is a refund period because they got the advice they wanted and they didn't really expect to file. So, this is more of a reaction to what we observed and learned from our customers and tuning very specific to what I think is an incredible channel, by the way. If you think about most tax providers, they have a sprint where they're trying to acquire a customer in a very narrow window of dates. And in our case, like we are building a relationship, the moment that a business forms by providing them the tax advice that's going to help them set up their company properly, which then gives us an entrée into a longer relationship over time. So, really not a competitive response type thing. We still -- we believe we're also lower priced than where most people go, which is their neighborhood accountants. And so in some ways, it's still very disruptive.

Okay. Makes a ton of sense. Thank you.

Thanks Jackson.

I'm showing no further questions at this time. I would now like to -- this concludes today's conference call. Thank you all for participating. You may now disconnect.