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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 8-K
_________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 6, 2024
__________________________________
Cricut, Inc.
(Exact name of registrant as specified in its charter)
___________________________________
| | | | | | | | |
Delaware | 001-40257 | 87-0282025 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
10855 South River Front Parkway
South Jordan, Utah 84095
(Address of principal executive offices, including zip code)
(385) 351-0633
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_____________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, par value $0.001 per share | | CRCT | | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 6, 2024, the Company issued a press release and will hold a conference call announcing its financial results for its second quarter ended June 30, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information contained herein and in the accompanying exhibit are “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
The Company announces material information to the public through filings with the Securities and Exchange Commission, or the SEC, the investor relations page on the Company’s website, press releases, public conference calls, webcasts, the Company’s news site at cricut.com/press and blog posts on the Company’s corporate website.
The information disclosed by the foregoing channels could be deemed to be material information. As such, the Company encourages investors, the media and others to follow the channels listed above and to review the information disclosed through such channels.
Any updates to the list of disclosure channels through which the Company announces information will be posted on the investor relations page on the Company’s website.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
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Exhibit Number | Exhibit Description |
99.1 | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Cricut, Inc. |
| | |
Date: | August 6, 2024 | /s/ Kimball Shill |
| | Kimball Shill |
| | Chief Financial Officer |
Cricut, Inc. Reports Second Quarter 2024 Financial Results
Paid subscribers over 2.8 million, up 3% over Q2 2023
Connected machines revenue growth of 18% over Q2 2023
Q2 2024 revenue of $167.9 million, down 6% compared to Q2 2023
Delivered 22nd consecutive quarter of profitability with net income of $19.8 million, up 23% over Q2 2023
SOUTH JORDAN, Utah, August 6, 2024 (GLOBE NEWSWIRE) -- Cricut, Inc. (“Cricut”) (NASDAQ: CRCT), the creative technology company that has brought a connected platform for making to millions of users worldwide, today announced financial results for its second quarter ended June 30, 2024.
"We are pleased with strong Q2 profitability and 18% growth in connected machines revenue YoY. Remember, our flywheel begins with the purchase of a connected machine, which then presents the opportunity to monetize our customers through subscriptions and accessories and materials. Operating margin dollars grew significantly, up 37% or $7 million year over year. Paid subscribers grew 3% to over 2.8 million. Our deeper promotional strategy is working and we saw growth in connected machines sell-in to retailers, as well as an increase in sell-out to end consumers," said Ashish Arora, Chief Executive Officer of Cricut. "We continued with our increased investment in marketing and initial results are promising, measured by driving traffic to Cricut.com, which plays a central role in pulling consumers through the funnel regardless of where they purchase their machine."
Second Quarter 2024 Financial Results
•Revenue was $167.9 million, down 6% from Q2 2023.
•Platform revenue was $77.6 million, slightly up over Q2 2023.
•Products revenue was $90.3 million, down 10% from Q2 2023.
•International revenue increased by 3% over Q2 2023 and was 20% of total revenue, up from 18% of total revenue in Q2 2023.
•Gross margin was 53.5%, up from 49.3% in Q2 2023.
•Operating income was $26.4 million, or 15.7% of total revenue compared to $19.3 million, or 10.8% of revenue in Q2 2023.
•Net income was $19.8 million, or 11.8% of revenue, and up 23% from Q2 2023. Net income in Q2 2023 was $16.0 million, or 9.0% of revenue.
•Diluted earnings per share was $0.09, up from $0.07 per share in Q2 2023.
•Generated $35 million in Cash from Operations in Q2. Used $9.3 million to repurchase 1.5 million shares of our common stock in Q2.
“We delivered our 22nd consecutive quarter of positive net income and continue to generate healthy cash flow. In Q2 2024, we generated $35 million in cash from operations, ended the quarter with $299 million in cash and cash equivalents, and we remain debt free. During Q2, we used $9.3 million of cash to repurchase 1.5 million shares of our stock, resulting in $41.2 million remaining on our $50 million authorized stock repurchase program. In July, we paid approximately $108 million in dividends for the special one-time dividend of $0.40 per share, plus our first recurring semi-annual dividend of $0.10 per share," said Kimball Shill, Chief Financial Officer of Cricut. "We remain committed to our long-term operating margin targets of 15-19%. Our proven model has demonstrated that when we operate at scale and drive top line growth, these margins are achievable.”
Recent Business Highlights
•Paid Subscribers increased to over 2.8 million, up 3% year over year.
•Platform ARPU increased to $52.61, up 5% year over year.
•Active Users increased slightly year over year to over 5.9 million.
•90-Day Engaged Users decreased 3% year over year to over 3.5 million.
Key Performance Metrics
In addition to the measures presented in our condensed consolidated financial statements, we use the following key business metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions. We believe these metrics are useful to investors because they can help in monitoring the long-term health of our business. Our determination and presentation of these metrics may differ from that of other companies. The presentation of these metrics is meant to be considered in addition to, not as a substitute for or in isolation from, our financial measures prepared in accordance with GAAP.
| | | | | | | | | | | |
| As of June 30, |
| 2024 | | 2023 |
Active Users (in thousands) | 5,918 | | | 5,912 | |
90-Day Engaged Users (in thousands) | 3,541 | | | 3,652 | |
Paid Subscribers (in thousands) | 2,813 | | | 2,722 | |
| | | | | | | | | | | |
| Three Months Ended June 30, |
| 2024 | | 2023 |
Platform ARPU | $ | 52.61 | | | $ | 50.13 | |
Glossary of Terms
Active Users
We define Active Users as registered users of at least one registered connected machine who have utilized their connected machine to create a project in the last 365 days. One user may own multiple registered connected machines but is only counted once if that user registers those connected machines by using the same email address. If possession of a connected machine is transferred to a new owner and registered by that new owner, the new owner is added to the total Active Users and the prior owner is removed from the total Active Users if the prior owner does not own any other registered connected machines. Active Users is a key indicator of the health of our business, because changes in the number of Active Users excludes non-users to better represent opportunities for us to drive additional platform and accessories and materials revenue.
90-Day Engaged Users
We define 90-Day Engaged Users as registered users of at least one registered connected machine who have utilized their connected machine to create a project in the last 90 days. One user may own multiple registered connected machines but is only counted once if that user registers those connected machines by using the same email address. If possession of a connected machine is transferred to a new owner and registered by that new owner, the new owner is added to the total 90-Day Engaged Users and the prior owner is removed from the total 90-Day Engaged Users if the prior owner does not own any other registered connected machines. 90-Day Engaged Users excludes non-users to better represent opportunities for us to drive additional platform and accessories and materials revenue.
Paid Subscribers
We define Paid Subscribers as the number of users with a subscription to Cricut Access or Cricut Access Premium, excluding cancelled, unpaid or free trial subscriptions, as of the end of a period. Paid Subscribers is a key metric to track growth in our Platform revenue and potential leverage in our gross margin.
Platform ARPU
We define Platform ARPU as Platform in a 12-month period revenue divided by Active Users. Platform ARPU allows us to forecast Platform revenue over time and is an indicator of our ability to expand with users and of user engagement with our subscription offerings.
Webcast and Conference Call Information
Cricut management will host a conference call and webcast to discuss the results today, Tuesday, August 6, 2024 at 3:00 p.m. Mountain Time (5:00 p.m. Eastern Time). Information about Cricut’s financial results, including a link to the live and archived webcast of the conference call, will be made available on Cricut’s investor relations website at https://investor.cricut.com/.
The live call may also be accessed via telephone. Please pre-register using this link: https://register.vevent.com/register/BI6d47744d9f23418aaa936b2b006064fd. After registering, a confirmation will be sent via email and will include dial-in details and a unique PIN code for entry to the call. To avoid long wait times, we suggest registering at minimum 15 minutes before the start of the call to receive your unique PIN code.
About Cricut, Inc.
Cricut, Inc. is a creative technology company that helps people lead creative lives. Cricut hardware and design software work together as a connected platform for consumers to make beautiful, high-quality DIY projects quickly and easily. These industry-leading products include a flagship line of smart cutting machines — the Cricut Maker® series, the Cricut Explore® series, Cricut Joy™ series, and Cricut Venture™ — accompanied by other unique tools like Cricut EasyPress®, the Infusible Ink™ system, and a diverse collection of materials. In addition to providing tools and materials, Cricut fosters a thriving community of millions of dedicated users worldwide.
Cricut has used, and intends to continue using, its investor relations website and the Cricut News Blog (https://cricut.com/blog/news/) to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. Accordingly, you should monitor our investor relations website and the Cricut News Blog in addition to following our press releases, SEC filings and public conference calls and webcasts.
Media Contact:
Caitlin Hadley
pr@cricut.com
Investor Contact:
Jim Suva
investors@cricut.com
Source: Cricut, Inc.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 as amended (the “Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include, but are not limited to, quotations from management, business outlook, strategies, capital allocation plans, market size and growth opportunities. Forward-looking statements generally can be identified by the fact that they do not relate strictly to historical or current facts and by the use of forward-looking words such as “anticipates,” “believes,” “targets,” “potential,” “estimates,” “expects,”
“intends,” “plans,” “projects,” “may,” “will” or similar terminology. In particular, statements, express or implied, concerning future actions, conditions or events, future results of operations or the ability to generate revenues, income or cash flow are forward-looking statements. These statements are based on and reflect our current expectations, estimates, assumptions and/ or projections and our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the circumstances. Forward-looking statements are neither predictions nor guarantees of future events, circumstances or performance and are inherently subject to known and unknown risks, uncertainties and assumptions, many of which are beyond our control, that could cause our actual results to differ materially from those indicated by those statements. There can be no assurance that our expectations, estimates, assumptions and/or projections will prove to be correct or that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this press release are only made as of the date indicated on the relevant materials and are based on our estimates and opinions at the time the statements are made. We disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances or changes in opinion, except as required by law.
Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements including, but not limited to, risks and uncertainties associated with: our ability to attract and engage with our users; competitive risks; supply chain, manufacturing, distribution and fulfillment risks; international risks, including regulation and tariffs that have materially increased our costs and the potential for further trade barriers or disruptions; sales and marketing risks, including our dependence on sales to brick-and-mortar and online retail partners and our need to continue to grow online sales; risks relating to the complexity of our business, which includes connected machines, custom tools, hundreds of materials, design apps, e-commerce software, subscriptions, content, international production, direct sales and retail distribution; risks related to product quality, safety and warranty claims and returns; risks related to the fluctuation of our quarterly results of operations and other operating metrics; risks related to intellectual property, cybersecurity and potential data breaches; risks related to our dependence on our Chief Executive Officer; risks related to our status as a “controlled company”; and the impact of economic and geopolitical events, natural disasters and actual or threatened public health emergencies, current recessionary pressures and any resulting economic slowdown from any of these events, or other resulting interruption to our operations. These risks and uncertainties are described in greater detail, or are incorporated by reference, under the heading “Risk Factors” in the most recent form 10-Q that we have filed with the Securities and Exchange Commission (“SEC”).
Cricut, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income
(unaudited)
(in thousands, except share and per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Revenue: | | | | | | | |
Platform | $ | 77,649 | | | $ | 77,386 | | | $ | 155,935 | | | $ | 153,627 | |
Products | 90,298 | | | 100,379 | | | 179,404 | | | 205,365 | |
Total revenue | 167,947 | | | 177,765 | | | 335,339 | | | 358,992 | |
Cost of revenue: | | | | | | | |
Platform | 8,888 | | | 8,008 | | | 17,647 | | | 15,769 | |
Products | 69,219 | | | 82,102 | | | 136,258 | | | 178,902 | |
Total cost of revenue | 78,107 | | | 90,110 | | | 153,905 | | | 194,671 | |
Gross profit | 89,840 | | | 87,655 | | | 181,434 | | | 164,321 | |
Operating expenses: | | | | | | | |
Research and development | 14,315 | | | 16,346 | | | 29,168 | | | 34,147 | |
Sales and marketing | 33,354 | | | 29,407 | | | 66,384 | | | 59,023 | |
General and administrative | 15,739 | | | 22,652 | | | 34,245 | | | 41,372 | |
Total operating expenses | 63,408 | | | 68,405 | | | 129,797 | | | 134,542 | |
Income from operations | 26,432 | | | 19,250 | | | 51,637 | | | 29,779 | |
Other income (expense): | | | | | | | |
Interest income | 3,053 | | | 3,118 | | | 5,471 | | | 4,871 | |
Interest expense | (80) | | | (80) | | | (161) | | | (159) | |
Other income | 387 | | | 653 | | | 1,135 | | | 1,294 | |
Total other income, net | 3,360 | | | 3,691 | | | 6,445 | | | 6,006 | |
Income before provision for income taxes | 29,792 | | | 22,941 | | | 58,082 | | | 35,785 | |
Provision for income taxes | 10,023 | | | 6,917 | | | 18,666 | | | 10,662 | |
Net income | $ | 19,769 | | | $ | 16,024 | | | $ | 39,416 | | | $ | 25,123 | |
Other comprehensive income (loss): | | | | | | | |
Change in net unrealized gains (losses) on marketable securities, net of tax | $ | 242 | | | $ | (318) | | | $ | (46) | | | $ | (130) | |
Change in foreign currency translation adjustment, net of tax | (1) | | | (50) | | | (89) | | | (32) | |
Comprehensive income | $ | 20,010 | | | $ | 15,656 | | | $ | 39,281 | | | $ | 24,961 | |
Earnings per share, basic | $ | 0.09 | | | $ | 0.07 | | | $ | 0.18 | | | $ | 0.12 | |
Earnings per share, diluted | $ | 0.09 | | | $ | 0.07 | | | $ | 0.18 | | | $ | 0.11 | |
Weighted-average common shares outstanding, basic | 216,422,513 | | | 216,963,697 | | | 215,986,713 | | | 216,236,887 | |
Weighted-average common shares outstanding, diluted | 217,501,646 | | | 219,915,839 | | | 217,390,891 | | | 219,597,977 | |
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Cricut, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
| | | | | | | | | | | |
| As of June 30, 2024 | | As of December 31, 2023 |
| (unaudited) | | |
Assets | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 195,552 | | | $ | 142,187 | |
Marketable securities | 103,907 | | | 102,952 | |
Accounts receivable, net | 83,752 | | | 111,247 | |
Inventories | 192,340 | | | 244,469 | |
Prepaid expenses and other current assets | 35,600 | | | 19,114 | |
Total current assets | 611,151 | | | 619,969 | |
Property and equipment, net | 42,074 | | | 47,614 | |
Operating lease right-of-use asset | 10,286 | | | 12,353 | |
| | | |
Deferred tax assets | 44,322 | | | 34,823 | |
Other assets | 34,278 | | | 35,363 | |
Total assets | $ | 742,111 | | | $ | 750,122 | |
Liabilities and Stockholders’ Equity | | | |
Current liabilities: | | | |
Accounts payable | $ | 33,974 | | | $ | 76,860 | |
Accrued expenses and other current liabilities | 70,492 | | | 71,933 | |
Deferred revenue, current portion | 44,530 | | | 40,304 | |
Operating lease liabilities, current portion | 4,964 | | | 5,230 | |
Dividends payable, current portion | 122,302 | | | 2,137 | |
Total current liabilities | 276,262 | | | 196,464 | |
Operating lease liabilities, net of current portion | 6,862 | | | 8,938 | |
Deferred revenue, net of current portion | 2,595 | | | 2,931 | |
Other non-current liabilities | 7,848 | | | 6,916 | |
Total liabilities | 293,567 | | | 215,249 | |
Commitments and contingencies | | | |
Stockholders’ equity: | | | |
Preferred stock, par value $0.001 per share, 100,000,000 shares authorized, no shares issued and outstanding as of June 30, 2024 and December 31, 2023. | — | | | — | |
Common stock, par value $0.001 per share, 1,250,000,000 shares authorized as of June 30, 2024, 216,086,013 shares issued and outstanding as of June 30, 2024; 1,250,000,000 shares authorized as of December 31, 2023, 217,915,713 shares issued and outstanding as of December 31, 2023. | 216 | | | 218 | |
Additional paid-in capital | 448,186 | | | 505,864 | |
Retained earnings | — | | | 28,514 | |
Accumulated other comprehensive income (loss) | 142 | | | 277 | |
Total stockholders’ equity | 448,544 | | | 534,873 | |
Total liabilities and stockholders’ equity | $ | 742,111 | | | $ | 750,122 | |
Cricut, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
Cash flows from operating activities: | | | |
Net income | $ | 39,416 | | | $ | 25,123 | |
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: | | | |
Depreciation and amortization (including amortization of debt issuance costs) | 15,094 | | 14,378 |
Bad debt expense (benefit) | (454) | | 6,563 |
Impairments | — | | 1,959 |
Stock-based compensation | 21,376 | | 22,307 |
Deferred income tax | (9,484) | | (7,447) |
Non-cash lease expense | 2,539 | | 2,478 |
Unrealized foreign currency (gain) loss | 589 | | 599 |
| | | |
Provision for inventory obsolescence | (3,028) | | 10,280 |
Other | (1,040) | | (1,290) |
| | | |
Changes in operating assets and liabilities: | | | |
Accounts receivable | 27,320 | | 40,665 |
Inventories | 56,928 | | 50,356 |
Prepaid expenses and other current assets | (16,492) | | 5,286 |
Other assets | (122) | | (523) |
Accounts payable | (42,060) | | 4,277 |
Accrued expenses and other current liabilities and other non-current liabilities | (25) | | (16,457) |
Operating lease liabilities | (2,799) | | (2,702) |
Deferred revenue | 3,890 | | 3,760 |
Net cash and cash equivalents provided by operating activities | 91,648 | | 159,612 |
Cash flows from investing activities: | | | |
Purchase of marketable securities | (25,442) | | — |
Proceeds from maturities of marketable securities | 25,440 | | — |
| | | |
Purchases of property and equipment, including capitalized software development costs | (9,963) | | (12,825) |
Net cash and cash equivalents used in investing activities | (9,965) | | (12,825) |
Cash flows from financing activities: | | | |
| | | |
| | | |
Repurchase of common stock | (20,103) | | (4,210) |
| | | |
| | | |
Proceeds from exercise of stock options | — | | 208 |
Employee tax withholding payments on stock-based awards | (6,541) | | (5,799) |
| | | |
| | | |
| | | |
| | | |
| | | |
Cash dividend | (1,547) | | (75,808) |
| | | |
Net cash and cash equivalents used in financing activities | (28,191) | | (85,609) |
Effect of exchange rate on changes on cash and cash equivalents | (127) | | — |
Net increase in cash and cash equivalents | 53,365 | | 61,178 |
Cash and cash equivalents at beginning of period | 142,187 | | 224,943 |
Cash and cash equivalents at end of period | $ | 195,552 | | | $ | 286,121 | |
Supplemental disclosures of cash flow information: | | | |
Cash paid during the period for interest | $ | — | | | $ | — | |
Cash paid during the period for income taxes | $ | 30,389 | | | $ | 12,086 | |
Supplemental disclosures of non-cash investing and financing activities: | | | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 477 | | | $ | — | |
| | | |
Property and equipment included in accounts payable and accrued expenses and other current liabilities | $ | 1,545 | | | $ | 2,447 | |
Tax withholdings on stock-based awards included in accrued expenses and other current liabilities | $ | 659 | | | $ | 483 | |
Stock-based compensation capitalized for software development costs | $ | 695 | | | $ | 975 | |
| | | |
| | | |
| | | |
Dividend declared but unpaid | $ | 122,332 | | | $ | 234,625 | |
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- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
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- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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- DefinitionLocal phone number for entity.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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- DefinitionTitle of a 12(b) registered security.
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- DefinitionName of the Exchange on which a security is registered.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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- DefinitionTrading symbol of an instrument as listed on an exchange.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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