Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 24, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | TTGT | ||
Entity Registrant Name | TECHTARGET, INC. | ||
Entity Central Index Key | 0001293282 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 29,681,811 | ||
Entity Public Float | $ 1,968.5 | ||
Entity File Number | 1-33472 | ||
Entity Tax Identification Number | 04-3483216 | ||
Entity Address, Address Line One | 275 Grove Street | ||
Entity Address, City or Town | Newton | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02466 | ||
City Area Code | 617 | ||
Local Phone Number | 431-9200 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, $0.001 Par Value | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Portions of the Proxy Statement relating to TechTarget, Inc.’s 2022 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. | ||
Auditor Name | Stowe & Degon, LLC | ||
Auditor Firm ID | 577 | ||
Auditor Location | Westborough, Massachusetts |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 361,623 | $ 82,616 |
Short-term investments | 20,076 | 84 |
Accounts receivable, net of allowance for doubtful accounts of $2,514 and $1,754, respectively | 51,095 | 40,183 |
Prepaid taxes | 51 | 796 |
Prepaid expenses and other current assets | 5,266 | 4,084 |
Total current assets | 438,111 | 127,763 |
Property and equipment, net | 18,720 | 13,661 |
Goodwill | 197,073 | 179,118 |
Intangible assets, net | 110,390 | 108,872 |
Operating lease assets with right-of-use | 23,339 | 26,031 |
Deferred tax assets | 474 | 216 |
Other assets | 893 | 907 |
Total assets | 789,000 | 456,568 |
Current liabilities: | ||
Accounts payable | 3,783 | 4,303 |
Current operating lease liability | 4,073 | 3,611 |
Accrued expenses and other current liabilities | 16,638 | 16,539 |
Accrued compensation expenses | 14,540 | 5,789 |
Income taxes payable | 474 | 487 |
Contract liabilities | 30,492 | 15,689 |
Total current liabilities | 70,000 | 46,418 |
Non-current operating lease liability | 24,021 | 26,943 |
Convertible senior notes | 453,194 | 153,882 |
Other liabilities | 2,779 | 2,971 |
Deferred tax liabilities | 16,249 | 23,848 |
Total liabilities | 566,243 | 254,062 |
Commitments and contingencies (See Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.001 par value,100,000,000 shares authorized 57,144,740 and 55,633,155 shares issued, respectively 29,633,898 and 28,122,603 shares outstanding, respectively | 57 | 56 |
Treasury stock, at cost; 27,510,552 and 26,761,305 shares, respectively | (199,796) | (199,796) |
Additional paid-in capital | 383,436 | 363,055 |
Accumulated other comprehensive income | 298 | 1,611 |
Retained earnings | 38,762 | 37,580 |
Total stockholders’ equity | 222,757 | 202,506 |
Total liabilities and stockholders’ equity | $ 789,000 | $ 456,568 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts, accounts receivable | $ 2,514 | $ 1,754 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 57,144,740 | 55,633,155 |
Common stock, shares outstanding | 29,633,898 | 28,122,603 |
Treasury stock, shares | 27,510,842 | 27,510,552 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenues: | ||||
Total revenues | $ 263,427 | $ 148,376 | $ 133,957 | |
Cost of revenues: | ||||
Cost of revenue | [1] | 68,153 | 37,344 | 31,858 |
Amortization of acquired technology | 3,055 | |||
Gross profit | 192,219 | 111,032 | 102,099 | |
Operating expenses: | ||||
Selling and marketing | [1] | 95,757 | 55,455 | 52,462 |
Product development | [1] | 11,639 | 7,827 | 8,107 |
General and administrative | [1] | 34,975 | 18,983 | 14,088 |
Depreciation, excluding depreciation of $1,901, $991, $296 included in cost of revenues | 5,634 | 4,809 | 4,572 | |
Amortization | 9,860 | 1,137 | 131 | |
Total operating expenses | 157,865 | 88,211 | 79,360 | |
Operating income | 34,354 | 22,821 | 22,739 | |
Interest and other (expense), net | (23,275) | (317) | (691) | |
Income before provision for income taxes | 11,079 | 22,504 | 22,048 | |
Provision for income taxes | 10,130 | 5,436 | 5,173 | |
Net income | 949 | 17,068 | 16,875 | |
Other comprehensive income (loss), net of tax: | ||||
Unrealized (loss) on investments | (11) | |||
Foreign currency translation adjustments | (1,302) | 1,930 | (104) | |
Other comprehensive income (loss) | (1,313) | 1,930 | (104) | |
Comprehensive income (loss) | $ (364) | $ 18,998 | $ 16,771 | |
Net income per common share: | ||||
Basic | $ 0.03 | $ 0.61 | $ 0.61 | |
Diluted | $ 0.03 | $ 0.61 | $ 0.60 | |
Weighted average common shares outstanding: | ||||
Basic | 28,434 | 27,855,000 | 27,874,000 | |
Diluted weighted average shares | 29,473,891 | 28,674,547 | 28,311,687 | |
[1] | Amounts include stock-based compensation expense as follows: |
Consolidated Statements of In_2
Consolidated Statements of Income and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Depreciation included in cost of revenues | $ 1,901 | $ 991 | $ 296 |
Cost of Revenues [Member] | |||
Allocated stock-based compensation expense | 2,147 | 410 | 210 |
Selling and Marketing [Member] | |||
Allocated stock-based compensation expense | 18,542 | 10,560 | 8,936 |
Product Development [Member] | |||
Allocated stock-based compensation expense | 1,729 | 550 | 408 |
General and Administrative [Member] | |||
Allocated stock-based compensation expense | $ 16,070 | $ 5,289 | $ 4,663 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Reclassification Adjustment [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Reclassification Adjustment [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total Retained Earnings [Member] | Total Retained Earnings [Member]Reclassification Adjustment [Member] | |
Beginning balance at Dec. 31, 2018 | $ 132,585 | $ 54 | $ (177,905) | $ 307,014 | $ (215) | $ 3,637 | ||||
Beginning balance, shares at Dec. 31, 2018 | 54,117,325 | 26,326,280 | ||||||||
Issuance of common stock from stock options and restricted stock units | 386 | $ 1 | 385 | |||||||
Issuance of common stock from stock options and restricted stock units, shares | 763,323 | |||||||||
Purchase of common stock through stock buyback | (7,067) | $ (7,067) | ||||||||
Purchase of common stock through stock buyback, shares | 411,849 | |||||||||
Impact of net settlements | (2,790) | (2,790) | ||||||||
Impact of net settlements, shares | 23,176 | 23,176 | ||||||||
Stock-based compensation expense | [1] | 13,066 | 13,066 | |||||||
Unrealized (loss) gain on foreign currency translation | (104) | (104) | ||||||||
Net income | 16,875 | 16,875 | ||||||||
Ending balance at Dec. 31, 2019 | 152,951 | $ 55 | $ (184,972) | 317,675 | (319) | 20,512 | ||||
Ending balance, shares at Dec. 31, 2019 | 54,903,824 | 26,761,305 | ||||||||
Issuance of common stock from exercise of options | 551 | $ 1 | 550 | |||||||
Issuance of common stock from exercise of options, shares | 50,000 | |||||||||
Issuance of common stock from restricted stock awards, shares | 666,844 | |||||||||
Purchase of common stock through stock buyback | (14,824) | $ (14,824) | ||||||||
Purchase of common stock through stock buyback, shares | 736,760 | |||||||||
Impact of net settlements | (3,539) | (3,539) | ||||||||
Impact of net settlements, shares | 12,487 | 12,487 | ||||||||
Deferred tax effect from Convertible Debt | (10,559) | (10,559) | ||||||||
Stock-based compensation expense | [1] | 17,869 | 17,869 | |||||||
Equity component of convertible senior notes | 41,059 | 41,059 | ||||||||
Unrealized (loss) gain on foreign currency translation | 1,930 | 1,930 | ||||||||
Net income | 17,068 | 17,068 | ||||||||
Ending balance at Dec. 31, 2020 | 202,506 | $ 56 | $ (199,796) | 363,055 | 1,611 | 37,580 | ||||
Ending balance (ASU 2020-06 [Member]) at Dec. 31, 2020 | $ (30,267) | $ (30,500) | $ 233 | |||||||
Ending balance, shares at Dec. 31, 2020 | 55,633,155 | 27,510,552 | ||||||||
Issuance of common stock from exercise of options | $ 16 | 16 | ||||||||
Issuance of common stock from exercise of options, shares | 2,500 | 2,500 | ||||||||
Issuance of common stock from restricted stock awards, shares | 697,606 | |||||||||
Registration fees | $ (29) | (29) | ||||||||
Impact of net settlements | (370) | (370) | ||||||||
Impact of net settlements, shares | 290 | 290 | ||||||||
Issuance of common stock in connection with repurchase conversion and inducement of convertible senior notes | 19,949 | $ 1 | 19,948 | |||||||
Issuance of common stock in connection with repurchase, conversion and inducement of convertible senior note, shares | 811,189 | |||||||||
Deferred tax effect from Convertible Debt | 1,031 | 1,031 | ||||||||
Stock-based compensation expense | [1] | 30,285 | 30,285 | |||||||
Unrealized gain (loss) on investments | (11) | (11) | ||||||||
Unrealized (loss) gain on foreign currency translation | (1,302) | (1,302) | ||||||||
Net income | 949 | 949 | ||||||||
Ending balance at Dec. 31, 2021 | $ 222,757 | $ 57 | $ (199,796) | $ 383,436 | $ 298 | $ 38,762 | ||||
Ending balance, shares at Dec. 31, 2021 | 57,144,740 | 27,510,842 | ||||||||
[1] | Excludes $ 9.1 million, $ 0.8 million, and $ 1.9 million of accrued compensation expense that has not been issued for the years ended December 31, 2021, 2020, and 2019, respectively. |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | |||
Accrued compensation expense | $ 9.1 | $ 0.8 | $ 1.9 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities: | |||
Net income | $ 949 | $ 17,068 | $ 16,875 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 7,535 | 5,800 | 4,868 |
Amortization | 12,915 | 1,137 | 131 |
Provision for bad debt | 904 | 218 | 339 |
Stock-based compensation | 38,550 | 16,809 | 14,217 |
Amortization of debt issuance costs | 1,364 | 47 | 9 |
Deferred tax provision | 2,849 | (203) | (1,097) |
Induced conversion expenses | 21,229 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (11,820) | 97 | 2,601 |
Operating lease assets (ROU) | 1,738 | 2,757 | 2,736 |
Prepaid expenses and other current assets | (1,175) | (260) | 1,011 |
Other assets | 91 | 850 | (74) |
Accounts payable | (517) | 1,222 | 164 |
Income taxes payable | 1,526 | 633 | 2,524 |
Accrued expenses and other current liabilities | (7,586) | 6,213 | (792) |
Accrued compensation expenses | 12 | 322 | 94 |
Operating lease liability (ROU) | (1,483) | (3,110) | (2,920) |
Contract liabilities | 14,806 | (118) | (1,237) |
Other liabilities | (188) | 2,971 | |
Net cash provided by operating activities | 81,699 | 52,453 | 39,449 |
Investing activities: | |||
Purchases of property and equipment, and other capitalized assets | (12,631) | (6,660) | (6,335) |
Purchases of investments | (20,007) | (111) | (5,012) |
Proceeds from sales and maturities of investments | 5,042 | 500 | |
Acquisitions of business, net of acquired cash | (24,346) | (174,018) | |
Net cash used in investing activities | (56,984) | (175,747) | (10,847) |
Financing activities: | |||
Tax withholdings related to net share settlements | (370) | (3,539) | (2,790) |
Purchase of treasury shares and related costs | (14,824) | (7,067) | |
Proceeds from exercise of stock options | 16 | 551 | 386 |
Registration fees | (29) | ||
Payment of earnout liabilities | (1,059) | ||
Debt issuance costs | (10,950) | (12) | |
Proceeds from the issuance of convertible senior notes | 414,000 | 194,940 | |
Payments for repurchase and conversion of convertible senior notes | (147,149) | ||
Loan Agreement and Term loan principal payment | (23,750) | (1,250) | |
Net cash provided by (used in) financing activities | 254,459 | 153,366 | (10,721) |
Effect of exchange rate changes on cash and cash equivalents | (167) | 57 | (67) |
Net increase in cash and cash equivalents | 279,007 | 30,129 | 17,814 |
Cash and cash equivalents at beginning of period | 82,616 | 52,487 | 34,673 |
Cash and cash equivalents at end of period | 361,623 | 82,616 | 52,487 |
Supplemental disclosure of cash flow information: | |||
Cash paid for taxes, net | $ 5,477 | $ 4,906 | $ 3,581 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | 1. Organization and Operations TechTarget, Inc. and its subsidiaries (collectively, the “Company”) is a global data and analytics leader and software provider for buyers of purchase intent-driven marketing and sales data for enterprise technology vendors. The Company’s service offerings enable technology vendors to better identify, reach and influence corporate information technology (“IT”) decision-makers actively researching specific IT purchases. The Company improves vendors’ ability to impact these audiences for business growth using advanced targeting, analytics and data services complemented by customized marketing programs that integrate demand generation, brand advertising techniques, and content curation and creation. The Company operates a network of approximately 150 websites and 1,080 webinars and virtual event channels, which each focus on a specific IT sector such as storage, security or networking. IT and business professionals have become increasingly specialized, and they have come to rely on the Company’s sector-specific websites and webinars and virtual event channels for purchasing decision support. The Company’s content platforms enable IT and business professionals to navigate the complex and rapidly changing IT landscape where purchasing decisions can have significant financial and operational consequences. At critical stages of the purchase decision process, these content offerings through different channels meet IT and business professionals’ needs for expert, peer and IT vendor information and provide platforms on which business-to-business technology companies can launch targeted marketing campaigns which generate measurable return on investment. Based upon the logical clustering of members and users’ respective job responsibilities and the marketing focus of the products being promoted by the Company’s customers, the Company categorizes its content offerings to address the key market opportunities and audience extensions across a portfolio of distinct market categories: Security; Networking; Storage; Data Center and Virtualization Technologies; CIO/IT Strategy; Business Applications and Analytics; Application Architecture and Development; and ANCL Channel. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these Notes to Consolidated Financial Statements. Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, TechTarget Securities Corporation (“TSC”), TechTarget Limited, TechTarget (HK) Limited (“TTGT HK”), TechTarget (Australia) Pty Ltd., TechTarget (Singapore) Pte Ltd., E-Magine Médias SAS (“LeMagIT”), TechTarget Germany GmbH and as of December 23, 2020, BrightTALK Limited and its wholly owned subsidiary, BrightTALK, Inc. (“BrightTALK”). TSC is a Massachusetts corporation. TechTarget Limited is a subsidiary doing business principally in the United Kingdom. TTGT HK is a subsidiary incorporated in Hong Kong in order to facilitate the Company’s activities in the Asia-Pacific region. TechTarget (Australia) Pty Ltd. and TechTarget (Singapore) Pte Ltd. are the entities through which the Company does business in Australia and Singapore, respectively; LeMagIT and TechTarget Germany GmbH, both wholly-owned subsidiaries of TechTarget Limited, are entities through which the Company does business in France and Germany, respectively. BrightTALK are entities which the Company does business for the BrightTALK webinar and virtual event platform. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to revenues, long-lived assets, goodwill, the allowance for doubtful accounts, stock-based compensation, earnouts, self-insurance accruals, the allocation of purchase price to intangibles and goodwill, and income taxes. Estimates of the carrying value of certain assets and liabilities are based on historical experience and on various other assumptions that the Company believes to be reasonable. Actual results could differ from those estimates. Revenue Recognition under ASC 606, Revenue from Contacts with Customers (“ASC 606”) The Company generates its revenues from the sale of targeted marketing and advertising campaigns, which it delivers via its data analytic solutions. Revenue is recognized when performance obligations are satisfied by transferring promised goods or services to customers, as determined by applying a five-step process consisting of: a) identifying the contract, or contracts, with a customer, b) identifying the performance obligations in the contract, c) determining the transaction price, d) allocating the transaction price to the performance obligations in the contract, and e) recognizing revenue when, or as, performance obligations are satisfied. The Company’s offerings consist of: • IT Deal Alert . A suite of data and services for B2B technology companies that leverages the detailed purchase intent data that the Company collect on enterprise technology organizations and professionals researching IT purchases on our virtual event and webinar channels and our network of websites. Through proprietary scoring methodologies, the Company uses this insight to help our customers identify and prioritize accounts and contacts whose content consumption around specific enterprise technology topics indicates that they are “in-market” for a particular product or service. The suite of products and services include Priority Engine, Qualified Sales Opportunities, and Deal Data. Priority Engine is a subscription service powered by the Company's Activity Intelligence platform, which integrates with customer relationship management and marketing automation platforms from salesforce.com, Marketo, Eloqua, Pardot, and Integrate. The service delivers lead generation workflow solutions that are designed to enable marketers and sales forces to identify and understand accounts and individuals actively researching new technology purchases and then to engage those active prospects. Qualified Sales Opportunities is a product that profiles specific in-progress purchase projects, including information on scope and purchase considerations. Deal Data is a customized solution aimed at sales intelligence and data scientist functions within the Company's customer organizations. It renders the Company's Activity Intelligence data into one-time offerings directly consumable by the customer’s internal applications. For Priority Engine as well as other duration based solutions, which are discussed below, revenue is recognized ratably over the contract period using the same time-based measure of progress for each of the distinct performance obligations. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Revenue from Qualified Sales Opportunities, Deal Data and Research is recognized at the point in time when control is transferred to the customer, which occurs when the related reports are provided to the customer. • Demand Solutions. The Company's offerings enable its customers to reach and influence prospective buyers through content marketing programs, such as white papers, webcasts, podcasts, videocasts, virtual trade shows, and content sponsorships, designed to generate demand for their solutions, and through display advertising and other brand programs that influence consideration by prospective buyers. The Company believes this allows B2B technology companies to maximize return on investment (“ROI”) on marketing and sales expenditures by capturing sales leads from the distribution and promotion of content to the Company’s audience of enterprise technology and business professionals. • Brand Solutions . Our suite of brand solutions offerings provides B2B technology companies with direct exposure to targeted audiences of enterprise technology and business professionals actively researching information related to their products and services. The Company leverages its Activity Intelligence platform to enable significant segmentation and targeting of specific audiences that can be accessed through these programs. Components of brand programs may include on-network branding, off-network branding, and microsites and related formats. • Custom Content Creation. We also at times create white papers, case studies, webcasts or videos to our customers’ specifications. These customized content assets are then promoted to our audience within both demand solutions and brand solutions programs. • BrightTALK platform. Allows the Company’s customers to create, host and promote webinars, virtual events and video content. Revenue from demand and brand solutions is primarily recognized when the transfer of control occurs. Certain of the contracts within demand and brand solutions are duration-based campaigns which, in the event of customer cancellation, provide the Company with an enforceable right to a proportional payment for the portion of the campaign based on services provided. Accordingly, revenue from duration-based campaigns is recognized using a time-based measure of progress, which the Company believes best depicts how it satisfies its performance obligations in these arrangements as control is continuously transferred throughout the contract period. Revenue from custom content creation is recognized over the expected period of performance using a single measure of progress, typically based on hours incurred. Revenue from Priority Engine and the Bright TALK platform are recognized over a time-based measure of progress, which the Company believes best depicts how it satisfies its performance obligations in these arrangements as control is continuously transferred throughout the contract period. To determine standalone selling price for the individual performance obligations in the arrangement, the Company uses an estimate of the observable selling prices in separate transactions. The Company establishes best estimates considering multiple factors including, but not limited to, class of client, size of transaction, available inventory, pricing strategies and market conditions. The Company uses a range of amounts to estimate stand-alone selling price when it sells the goods and services separately and needs to determine whether a discount is to be allocated based upon the relative stand-alone selling price to the various goods and services. Judgment is required to determine the standalone selling price for each distinct performance obligation. Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, short-term and long-term investments, accounts receivable, accounts payable, long-term debt and contingent consideration. Due to their short-term nature and liquidity, the carrying value of these instruments, with the exception of contingent consideration and long-term debt, approximates their estimated fair values. See Note 4 for further information on the fair value of the Company’s investments. The Company classifies all of its short-term and long-term investments as available-for-sale. The fair value of contingent consideration was estimated using a discounted cash flow method. Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statement of operations. Long-Lived Assets , Goodwill and Indefinite-lived Intangible Assets Long-lived assets consist primarily of property and equipment, capitalized software, goodwill and other intangible assets. The Company reviews long-lived assets, including property and equipment and finite intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset or an adverse action or a significant decrease in the market price. A specifically identified intangible asset must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Accordingly, intangible assets consist of specifically identified intangible assets. Goodwill is the excess of any purchase price over the estimated fair value of net tangible and intangible assets acquired. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives, which range from eighteen months to nineteen years , using methods of amortization that are expected to reflect the estimated pattern of economic use, and are reviewed for impairment when events or changes in circumstances suggest that the assets may not be recoverable. Consistent with the Company’s determination that it has a single reporting segment, it has been determined that there is a single reporting unit and goodwill is therefore tested for impairment at the entity level. The Company performs its annual test of impairment of goodwill as of December 31st of each year and whenever events or changes in circumstances suggest that the carrying amount may not be recoverable using the two-step process required by ASC 350, Intangibles – Goodwill and Other (“ASC 350”). The first step of the impairment test is to identify potential impairment by comparing the reporting unit’s fair value with its net book value (or carrying amount), including goodwill. The fair value is estimated based on a market value approach. If the fair value of the reporting unit exceeds its carrying amount, the reporting unit’s goodwill is not considered to be impaired and the second step of the impairment test is not performed. Whenever indicators of impairment become present, the Company would perform the second step and compare the implied fair value of the reporting unit’s goodwill, as defined by ASC 350, to it carrying value to determine the amount of the impairment loss, if any. As of December 31, 2021, there were no indications of impairment based on the step one analysis, and the Company’s estimated fair value exceeded its goodwill carrying value by a significant margin. Based on the aforementioned evaluation, the Company believes that, as of the balance sheet date presented, none of the Company’s goodwill or other long-lived assets were impaired. The Company did no t have any intangible assets, other than goodwill, with indefinite lives as of December 31, 2021 or 2020 . Allowance for Doubtful Accounts The Company reduces gross trade accounts receivable for an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts are recorded in general and administrative expense. Below is a summary of the changes in the Company’s allowance for doubtful accounts for the years ended December 31, 2021, 2020, and 2019. Balance at Provision Write-offs, Balance at Year ended December 31, 2019 $ 2,099 $ 339 $ ( 539 ) $ 1,899 Year ended December 31, 2020 $ 1,899 $ 218 $ ( 363 ) $ 1,754 Year ended December 31, 2021 $ 1,754 $ 904 $ ( 144 ) $ 2,514 Property and Equipment and Other Capitalized Assets Property and equipment and other capitalized assets are stated at cost. Property and equipment acquired through acquisitions of businesses are initially recorded at fair value. Depreciation is calculated on the straight-line method based on the month the asset is placed in service over the following estimated useful lives: Estimated Useful Life Furniture and fixtures 3 - 10 years Computer equipment and software 3 years Internal-use software and website development costs 3 - 5 years Leasehold improvements Shorter of useful life or remaining duration of lease Property and equipment and other capitalized assets consist of the following: As of December 31, 2021 2020 Furniture and fixtures $ 1,367 $ 1,339 Computer equipment and software 5,267 5,122 Leasehold improvements 3,792 3,790 Internal-use software and website development costs 45,339 33,943 55,765 44,194 Less: accumulated depreciation and amortization ( 37,045 ) ( 30,533 ) $ 18,720 $ 13,661 Depreciation expense was $ 7.5 million , $ 5.8 million, and $ 4.9 million for the years ended December 31, 2021, 2020, and 2019, respectively. Repairs and maintenance charges that do not increase the useful life of the assets are charged to operations as incurred. The Company wrote off approximately $ 1.0 million , $ 1.0 million , and $ 7.3 million of fully depreciated assets that were no longer in service during 2021, 2020, and 2019 , respectively. Depreciation expense is classified as a component of operating expense in the Company’s results of operations with the exception of certain depreciation expense which is classified as a component of cost of goods sold. Internal-Use Software and Website Development Costs The Company capitalizes costs incurred during the development of its website applications and infrastructure as well as certain costs relating to internal-use software. The Company begins to capitalize costs to develop software and website applications when planning stage efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed, and the software will be used as intended. Judgment is required in determining the point at which various projects enter the state at which costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized, which is generally four years. To the extent that the Company changes the manner in which it develops and tests new features and functionalities related to its websites, assesses the ongoing value of capitalized assets, or determines the estimated useful lives over which the costs are amortized, the amount of website development costs it capitalizes and amortizes in future periods would be impacted. The estimated useful life of costs capitalized is evaluated for each specific project. Capitalized internal-use software and website development costs are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized only if the carrying amount of the asset is not recoverable and exceeds its fair value. The Company capitalized internal-use software and website development costs of $ 11.5 million , $ 6.1 million , and $ 5.1 million for the years ended December 31, 2021, 2020, and 2019 , respectively. Debt Issuance Costs Costs incurred with the issuance of the Company’s convertible debt are deferred and amortized as interest expense over the term of the related convertible instrument using the effective interest method. To the extent the convertible debt is outstanding, these amounts are reflected in the consolidated balance sheets as a deduction of the convertible debt. Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents, investments and accounts receivable. The Company maintains its cash and cash equivalents and investments principally in accredited financial institutions of high credit standing. The Company routinely assesses the credit worthiness of its customers. The Company generally has not experienced any significant losses related to individual customers or groups of customers in any particular industry or area. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable. At December 31, 2021, 2020 and 2019 , no customer represented 10 % of total accounts receivable. No single customer accounted for 10% or more of total revenues in the years ended December 31, 2021, 2020, or 2019 . Income Taxes The Company’s deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates. A valuation allowance is established against net deferred tax assets if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return using a “more likely than not” threshold as required by the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes (“ASC 740”). The Company recognizes interest and penalties related to unrecognized tax benefits, if any, in income tax expense. Stock-Based Compensation The Company has stock-based employee compensation plans which are more fully described in Note 11. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized in the Consolidated Statement of Income and Comprehensive Income using the straight-line method over the vesting period of the award. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock option awards. Comprehensive Income Comprehensive income includes all changes in equity during a period, except those resulting from investments by stockholders and distributions to stockholders. The Company's comprehensive income includes changes in the fair value of the Company’s unrealized gains on available for sale securities and foreign currency translation adjustments. There were no reclassifications out of accumulated other comprehensive income in the periods ended December 31, 2021, 2020, or 2019 . Foreign Currency The functional currency for each of the Company’s subsidiaries is the local currency of the country in which it is incorporated. All assets and liabilities are translated into U.S. dollar equivalents at the exchange rate in effect on the balance sheet date or at a historical rate. Revenues and expenses are translated at average exchange rates. Translation gains or losses are recorded in stockholders’ equity as an element of accumulated other comprehensive income (loss). Net Income Per Share Basic earnings per share is computed based on the weighted average number of common shares and vested restricted stock units outstanding during the period. Because the holders of unvested restricted stock units do not have non-forfeitable rights to dividends or dividend equivalents, the Company does not consider these restricted stock units to be participating securities that should be included in its computation of earnings per share under the two-class method. Diluted earnings per share is computed using the weighted average number of common shares and vested, undelivered restricted stock units outstanding during the period, plus the dilutive effect of potential future issuances of common stock relating to stock option and restricted stock unit programs using the treasury stock method. In calculating diluted earnings per share, the dilutive effect of stock options and restricted stock units is computed using the average market price for the respective period. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options and restricted stock units that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options and restricted stock units. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows: For the Years Ended December 31, 2021 2020 2019 Numerator: Net income $ 949 $ 17,068 $ 16,875 Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 28,434,213 27,855,888 27,873,745 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 28,434,213 27,855,888 27,873,745 Effect of potentially dilutive shares 1,039,678 818,659 437,942 Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares 29,473,891 28,674,547 28,311,687 Calculation of Net Income Per Common Share: Basic: Net income applicable to common stockholders $ 949 $ 17,068 $ 16,875 Weighted average shares of stock outstanding 28,434,213 27,855,888 27,873,745 Net income per common share $ 0.03 $ 0.61 $ 0.61 Diluted: Net income applicable to common stockholders(1) $ 949 $ 17,423 $ 16,875 Weighted average shares of stock outstanding 29,473,891 28,674,547 28,311,687 Net income per common share(2) $ 0.03 $ 0.61 $ 0.60 (1) For the year ended December 31, 2020, we excluded $ 0.4 million of amortization and interest expense relating to our convertible notes when calculating net income for diluted earnings per share. There was no such adjustment in 2021, due to anti-dilutive nature of the add-back. (2) In calculating diluted net income per share, 14 thousand shares, 0 shares, and 0.3 million shares related to outstanding stock options and unvested, undelivered restricted stock units which were excluded for the years ended December 31, 2021, 2020, and 2019 , respectively, because they were anti-dilutive. Additionally, in calculating diluted net income per share, weighted average shares include 0 shares, 0.1 million shares and 0 shares related to the if converted basis of our convertible bond for the years ended December 31, 2021, 2020, and 2019 , respectively. Recent Accounting Pronouncements Recently Adopted Accounting Guidance In August 2020, the FASB issued No. ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s own Equity (Subtopic 815-40), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible debt instruments and contracts on an entity’s own equity. Among other things, the standard removes certain accounting models which require bifurcation from the host contract of certain features of convertible debt instruments, unless the feature qualifies as a derivative under ASC 815. Additionally, companies are required to use the if-converted method for convertible instruments in their calculations of diluted earnings per share. Early adoption is permitted but no earlier than the fiscal year beginning after December 15, 2020. The Company elected to early adopt ASU 2020-06 effective January 1, 2021 . The Company has elected the modified retrospective method to transition to the guidance. The modified retrospective method requires the Company to: 1. Recombine our convertible notes into a single instrument by reclassifying the amount initially recorded to the equity component against the outstanding debt on the convertible notes. 2. Reclassify an amount from retained earnings equal to the difference between the sum of the carrying values of the debt and the conversion feature immediately before transition and the revised amortized cost of the combined convertible instrument under the traditional debt model as of the transition date. 3. Post-transition, account for the convertible notes as a single instrument recognizing interest expense based on the applicable and recalculated effective interest rate and continue to apply the if-converted method in the Company’s calculation of diluted earnings per share. The following table summarizes the impact of the adoption of ASU 2020-06 on the Company’s condensed consolidated financial statements: December 31, 2020 January 1, 2021 Change Convertible Debt $ 153,882 $ 194,649 $ 40,767 Additional paid-in capital 363,055 332,555 ( 30,500 ) Retained earnings 37,580 37,813 233 Deferred tax liabilities 23,848 13,348 ( 10,500 ) Total $ — In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes” (ASU 2019-12), which simplifies the accounting for income taxes. This guidance was effective for us in the first quarter of 2021 on a prospective basis, and early adoption is permitted. We adopted the new standard effective January 1, 2021 and the guidance did not have a material impact on our consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment (ASU 2017-04). ASU 2017-04 eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (step 2 of the goodwill impairment test) and instead requires only a one-step quantitative impairment test, performed by comparing the fair value of goodwill with its carrying amount. ASU 2017-04 is effective on a prospective basis effective for goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (ASU 2018-15), which requires implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the non-cancellable term of the cloud computing arrangements plus any optional renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-03, “Measurement of Credit Losses on Financial Instruments,” (ASU 2016-03) which amends ASC 326 “Financial Instruments—Credit Losses” which introduces a new methodology for accounting for credit losses on financial instruments. The guidance establishes a new forward looking "expected loss model" that requires entities to estimate current expected credit losses on accounts receivable and financial instruments by using all practical and relevant information. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements” (Topic 820) (ASU 2018-13), which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. Accounting Guidance Not Yet Adopted In October 2021, the FASB issued ASU 2021-08 "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which clarified the accounting for acquired revenue contracts with customers in a business combination. ASU 2021-06 requires acquirers to measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. As a result, it is generally expected that an acquirer will recognize and measure contract assets and liabilities in a manner consistent with how they were recognized by the acquiree in its preacquisition financial statements. The guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. Early adoption in an interim period requires that the amendments be applied retrospectively to all business combinations for which the acquisition occurs on or after the beginning of the fiscal year including the interim period and prospectively to all business combinations that occur on or after the date of initial application. We are currently evaluating the impact of the new guidance on our consolidated financial statements. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
Revenue | 3. Revenue Disaggregation of Revenue The following table depicts the disaggregation of revenue according to categories consistent with how the Company evaluates its financial performance and economic risk. International revenue consists of international geo-targeted campaigns, which are campaigns targeted at an audience of members outside of North America. Years Ended December 31, 2021 2020 2019 North America $ 162,360 $ 90,919 $ 89,582 International 101,067 57,457 44,375 Total Revenue $ 263,427 $ 148,376 $ 133,957 Contract liabilities Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to the Company’s contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. Contract liabilities on the accompanying Consolidated Balance Sheets were $ 30.5 million and $ 15.7 million (including approximately $ 9.7 million of acquired deferred revenue), at December 31, 2021 and December 31, 2020 , respectively. Additionally, certain customers may receive credits, which are accounted for as a material right. The Company estimates these amounts based on the expected amount of future services to be provided to customers and allocates a portion of the transaction price to these material rights. The Company recognizes these material rights as the material rights are exercised. The resulting amounts included in contract liabilities on the accompanying Consolidated Balance Sheets were $ 2.6 million and $ 2.2 million at December 31, 2021 and December 31, 2020, respectively. Contract Liabilities Year-to-Date Activity (in thousands) Balance at January 1, 2019 $ 5,573 Billings 7,666 Revenue Recognized ( 8,904 ) Balance at December 31, 2019 $ 4,335 Billings 19,769 Revenue Recognized ( 8,415 ) Balance at December 31, 2020 $ 15,689 Billings 278,230 Revenue Recognized ( 263,427 ) Balance at December 31,2021 $ 30,492 The Company elected to apply the following practical expedients: • Existence of a Significant Financing Component in a Contract . As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. Payment terms and conditions vary by contract type, although terms generally include requirement of payment within 30 to 90 days. In addition, the Company has determined that the payment terms that the Company provides to its customers are structured primarily for reasons other than the provision of financing to the customer. • Costs to Obtain a Contract . The Company’s revenues are primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned. As a practical expedient, for amortization periods which are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customer contracts greater than one year, the Company capitalizes and amortizes the expenses over the period of benefit. • Revenues Invoiced . The Company has applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The Company measures certain financial assets and liabilities at fair value on a recurring basis, including short-term and long-term investments and contingent consideration. The fair value of these financial assets and liabilities was determined based on three levels of input as follows: • Level 1. Quoted prices in active markets for identical assets and liabilities; • Level 2. Observable inputs other than quoted prices in active markets; and • Level 3. Unobservable inputs. The fair value hierarchy of the Company’s financial assets and liabilities carried at fair value and measured on a recurring basis is as follows: Fair Value Measurements at December 31, 2021 Quoted Prices Significant Significant Assets: Short-term investments (1) $ 20,076 $ 15,000 $ 5,076 $ — Total assets $ 20,076 $ 15,000 $ 5,076 $ — Liabilities: Contingent consideration - current (2) $ 5,200 $ — $ — $ 5,200 Contingent consideration - non-current (2) 2,779 — — 2,779 Total liabilities $ 7,979 $ — $ — $ 7,979 Fair Value Measurements at December 31, 2020 Quoted Prices Significant Significant Assets: Short-term investments (1) $ 84 $ — $ 84 $ — Total assets $ 84 $ — $ 84 $ — Liabilities: Contingent consideration - current (2) $ 1,027 $ — $ — $ 1,027 Contingent consideration - non-current (2) 1,751 — — 1,751 Total liabilities $ 2,778 $ — $ — $ 2,778 (1) Short-term investments consist of money market funds (Level 1) and pooled bond funds (Level 2). Level 2 investments are priced using observable inputs, such as quoted prices in markets that are not active and yield curves. (2) Contingent consideration liabilities are measured using the income approach and discounted to present value based on an assessment of the probability that the Company would be required to make such future payments. The contingent consideration liabilities are measured at fair value using significant Level 3 (unobservable) inputs, such as discount rates and probability measures. Remeasurement of the contingent consideration to fair value is expensed through the income statement in the period remeasured. The following table provides a roll-forward of the fair value of the contingent consideration categorized as Level 3 for the year ended December 31, 2021: Fair Value Balance as of December 31, 2020 $ 2,778 Liabilities resulting from acquisitions 2,500 Payments on contingent liabilities ( 1,059 ) Amortization of discount on contingent liabilities 162 Remeasurement of contingent liabilities 3,598 Balance as of December 31, 2021 $ 7,979 Amounts included in accrued expenses and other current liabilities 5,200 Amounts included in Other liabilities 2,779 Total Contingent Consideration $ 7,979 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 5. Acquisitions 2021 Acquisition During July 2021, the Company acquired substantially all the assets of Xtelligent Healthcare Media, LLC, a leading healthcare business to business media company focusing on healthcare-related technology for consideration of $ 24.3 million in cash after deducting $ 0.7 million for negative working capital and contingent consideration valued at $ 2.5 million. The earnouts are subject to certain revenue growth targets and the payment is adjusted based on actual results with a maximum payment of $ 5 million. The transaction was not material to the Company and the costs associated with the acquisition were not material. The Company accounted for the transaction as a business combination. In allocating the purchase consideration based on estimated fair values, the Company recorded $ 11.4 million of intangible assets and $ 16.1 million of goodwill. The majority of the goodwill balance associated with this business combination is deductible for U.S. income tax purposes . 2020 Acquisitions BrightTALK Limited On December 23, 2020 , the Company acquired all outstanding stock of BrightTALK Limited and its wholly owned subsidiary BrightTALK, Inc., which is a leading marketing platform for webinars and virtual events that enables marketers to create original webinar and video content. The Company has included the financial results of BrightTALK in the condensed consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were approximately $ 5.0 million and were recorded in general and administrative expense. The acquisition date fair value of the consideration transferred for BrightTALK was approximately $ 151.0 million in cash. Our consolidated financial statements have not been retroactively restated to include BrightTALK’s historical financial position or results of operations. The acquisition was accounted for as a business combination. In accordance with the purchase method of accounting, the purchase price paid has been allocated to the assets and liabilities acquired based upon their estimated fair values as of the acquisition date, with the excess of the purchase price over the net assets acquired recorded as goodwill. We completed our valuation processes of all of the assets and liabilities acquired in the acquisition, and made certain adjustments to the purchase price allocation. The following table shows the preliminary purchase price allocation as of the date acquired, and adjustments to December 31, 2021 (in thousands): December 23, 2020 Adjustments(1) December 31, 2021 Cash $ 1,997 $ — $ 1,997 Accounts receivable 11,810 — 11,810 Operating lease right-of-use assets 1,986 — 1,986 Other assets 2,948 ( 332 ) 2,616 Goodwill 71,846 2,362 74,208 Intangible assets 90,370 — 90,370 Accounts payable, accrued expenses and other liabilities ( 9,194 ) ( 2,091 ) ( 11,285 ) Unearned revenue ( 6,980 ) — ( 6,980 ) Operating lease liabilities ( 2,446 ) — ( 2,446 ) Deferred tax liabilities and income tax payable ( 11,490 ) 61 ( 11,429 ) Net Assets acquired $ 150,847 $ — $ 150,847 (1) Excludes currency translation adjustments related to assets and liabilities of BrightTALK Limited since the purchase date. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities, for which there is no basis for U.S. income tax purposes. The fair values assigned to tangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. Certain tax attributes that will benefit the Company, for which the calculations are not yet complete, are payable to the seller upon the Company’s realization of those benefits. Estimated fair value measurements relating to the acquisition are made using Level 3 inputs including discounted cash flow techniques. Fair value is estimated using inputs primarily from the income approach, which include the use of both the multiple period excess earnings method and the relief from royalties method. The significant assumptions used in estimating fair value include (i) the estimated life the asset will contribute to cash flows, such as attrition rate of customers or remaining contractual terms, (ii) profitability and (iii) the estimated discount rate that reflect the level of risk associated with receiving future cash flows. The Company valued the customer relationship asset using an income approach; specifically, the multi-period excess earnings method. The significant assumptions used to value customer relationships included, among others, attrition rates, revenue growth rate, and discount rate. The initial purchase price was adjusted to account for changes to estimate of payment due to seller upon realization of certain tax benefits and changes to deferred tax estimates. Other Acquisitions During 2020, the Company acquired substantially all the assets of two other companies for an aggregate of $ 25.0 million in cash and $ 2.2 million of contingent consideration and has included the financial results of these companies in its condensed consolidated financial statements from the dates of acquisition. The earnouts are subject to certain revenue growth targets and the payment is adjusted based on actual results. The transactions were not material to the Company and the costs associated with the acquisitions were not material. The Company accounted for the transactions as business combinations. In allocating the purchase consideration based on estimated fair values, the Company recorded $ 17.1 million of intangible assets (offset by the value of assumed liabilities under of the agreements of $ 3.5 million), and $ 12.7 million of goodwill. The majority of the goodwill balance associated with these business combinations is deductible for U.S. income tax purposes. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments [Abstract] | |
Investments | 6. Investments The Company’s short-term investments are accounted for as available for sale securities. These investments are recorded at fair value with the related unrealized gains and losses included in accumulated other comprehensive loss, a component of stockholders’ equity, net of tax. The cumulative unrealized loss, net of taxes, was $ 14 thousand , $ 0 and $ 0 as of December 31, 2021, 2020, and 2019 , respectively. Realized gains and losses on the sale of these investments are determined using the specific identification method. There were no realized gains or losses in 2021. During 2020, we realized a loss of $ 42 thousand. Short-term and long-term investments consisted of the following: December 31, 2021 Amortized Gross Gross Estimated Short-term investments: Pooled bond and money market funds $ 20,090 $ — $ ( 14 ) $ 20,076 Total short-term investments $ 20,090 $ — $ ( 14 ) $ 20,076 December 31, 2020 Amortized Gross Gross Estimated Short-term investments: Pooled bond fund $ 84 $ — $ — $ 84 Total short-term investments $ 84 $ — $ — $ 84 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 7. Goodwill The changes in the carrying amount of goodwill are as follows: As of December 31, 2021 2020 Balance as of beginning of year $ 179,118 $ 93,639 Effect of exchange rate changes ( 563 ) 979 Additions 18,518 84,500 Balance as of end of year $ 197,073 $ 179,118 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets The following table summarizes the Company’s intangible assets, net: As of December 31, 2021 Estimated Gross Accumulated Net Customer, affiliate and advertiser relationships 5 - 19 $ 85,663 $ ( 11,695 ) $ 73,968 Developed websites, technology and patents 10 34,939 ( 4,509 ) 30,430 Trademark, trade name and domain name 5 - 16 7,913 ( 2,355 ) 5,558 Proprietary user information database and internet traffic 5 1,133 ( 1,133 ) — Non-Compete agreement 1.5 - 3 600 ( 166 ) 434 Total intangible assets $ 130,248 $ ( 19,858 ) $ 110,390 As of December 31, 2020 Estimated Gross Accumulated Net Customer, affiliate and advertiser relationships 5 - 19 $ 78,283 $ ( 6,595 ) $ 71,688 Developed websites, technology and patents 10 32,535 ( 1,315 ) 31,220 Trademark, trade name and domain name 5 - 16 7,619 ( 1,831 ) 5,788 Proprietary user information database and internet traffic 5 1,149 ( 1,149 ) — Non-Compete agreement 1.5 - 3 230 ( 54 ) 176 Total intangible assets $ 119,816 $ ( 10,944 ) $ 108,872 Intangible assets are amortized over their estimated useful lives, which range from eighteen months to nineteen years , using methods of amortization that are expected to reflect the estimated pattern of economic use. The remaining amortization expense will be recognized over a weighted average period of approximately 6.9 years. Amortization expense was $ 9.2 million, $ 0.5 million and $ 0.1 million for the years ended December 31, 2021, 2020, and 2019 , respectively. Amortization expense is recorded within operating expenses as the intangible assets consist of customer-related assets and website traffic that the Company considers to be in support of selling and marketing activities. The Company did no t write-off any intangible assets in 2021 or 2020. The Company expects amortization expense of intangible assets to be as follows: Years Ending December 31: Amortization 2022 $ 9,310 2023 9,145 2024 9,114 2025 9,076 2026 9,022 Thereafter 64,723 $ 110,390 |
Convertible Notes and Loan Agre
Convertible Notes and Loan Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes and Loan Agreement | 9. Convertible Notes and Loan Agreement Convertible Notes In December 2020, the Company issued $ 201.3 million in aggregate principal amount due December 15, 2025 (“2025 Notes”) and in December 2021, the Company issued $ 414 million of aggregate principal convertible senior notes due December 15, 2026 (“2026 Notes”). Further details are included below: Issuance Maturity Date Interest Rate First Interest Payment Date Effective Interest Rate Semi-Annual Interest Payment Dates Initial Conversion Rate per $ 1,000 Principal Initial Conversion Price Number of Shares (in millions) 2025 Notes December 15, 2025 0.125 % June 15, 2021 2.6 % June 15, and December 15 14.1977 $ 70.43 1.0 2026 Notes December 15, 2026 0.0 % –– 0.0 % –– 7.6043 $ 131.50 4.3 The 2025 Notes and the 2026 Notes (collectively, “The Notes”) are governed by an indenture between the Company, as issuer, and U.S. Bank, National Association, as trustee (the “Indenture”). The Notes are unsecured and rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes and equal in right of payment to the Company’s unsecured indebtedness that is not so subordinated. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. Terms of The Notes Prior to the close of business on September 15, 2025 and September 14, 2026, the 2025 Notes and 2026 Notes, respectively, will be convertible at the option of holders during certain periods, only upon satisfaction of certain conditions set forth below. On or after September 15, 2025 (for the 2025 Notes) and September 14, 2026 (for the 2026 Notes), until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at the conversion price at any time regardless of whether the conditions set forth below have been met. Holders may convert all or a portion of their Notes prior to the close of business on the day immediately preceding their respective convertible dates, in multiples of the $1,000 principal amount, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 for the 2025 Notes and March 31, 2022 for the 2026 Notes (and only during such calendar quarter), if the last reported sales price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period, or the Notes measurement period, in which the “trading price” (as defined in the Indenture) per $ 1,000 principal amount of Notes for each trading day of the Notes measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; • if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on September 14, 2025 for the 2025 Notes or September 14, 2026 for the 2026 Notes; or • upon the occurrence of specified corporate events. As of December 31, 2021, the 2026 Notes are not yet convertible. As of December 31, 2021 , the conversion features of the 2025 Notes were triggered as the last reported trading price of our common stock was greater than or equal to 130 % of the conversion prices for at least 20 trading days in the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter and therefore the 2025 Notes are convertible, in whole or in part, at the option of the holders from January 1, 2022 through March 31, 2022. Whether the 2025 Notes will be convertible following such period will depend on the continued satisfaction of this condition or another conversion condition in the future. Since the Company may elect to repay the 2025 Notes in cash, shares of our common stock, or a combination of both, the Company has continued to classify the 2025 Notes as long-term debt on its consolidated balance sheet as of December 31, 2021. The Notes consist of the following as of December 31: 2021 2020 Liability Component: 2026 Notes 2025 Notes 2025 Notes Principal $ 414,000 $ 51,381 $ 201,250 Less: debt discount, net of amortization — — 41,059 Less: unamortized debt issuance costs 10,836 1,351 6,309 Net carrying amount $ 403,164 $ 50,030 $ 153,882 The following table sets forth total interest expense recognized related to the Notes: Year Ended December 31, 2021 2020 0.125% Coupon $ 240 $ 10 Amortization of debt discount and transaction costs 5,364 346 Induced conversion expense 21,229 — $ 26,833 $ 356 T he fair value of the Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s convertible notes classified in equity) were as follows: December 31, 2021 December 31, 2020 Fair Value Carrying Value Fair Value Carrying Value Convertible senior notes $ 490,513 $ 453,194 $ 218,940 $ 153,882 Based on the closing price of our common stock of $ 95.66 on December 31, 2021, the if-converted value of the 2025 Notes was greater by $ 46.3 million than their aggregate principal amount. The if-converted value of the 2026 Notes was less than their aggregate principal value. Partial Repurchase and Conversion of the 2025 Notes On December 15, 2021, the Company used a portion of the proceeds from the issuance of the 2026 Notes, together with 0.8 million shares of our common stock, to repurchase and retire $ 149.9 million aggregate principal amount of the 2025 Notes, and paid accrued and unpaid interest thereon (the 2025 Notes Repurchase Transaction). The 2025 Notes Repurchase Transaction was accounted for as an induced conversion in accordance with Accounting Standards Codification 470-20, Debt with Conversion and Other Options (ASC 470-20). The total fair value of the additional consideration to induce the conversion of $ 21.2 million was recognized as an inducement expense and classified as a component of interest expense in its consolidated statement of income. The remaining cash and common stock consideration issued under the original terms of the 2025 Notes was accounted for under the general conversion accounting guidance where the difference between the carrying amount of the 2025 Notes retired, including unamortized debt issuance cost of $ 4 million, and the cash consideration paid and the par amount of the common stock issued, was recorded in additional paid-in capital. 2025 Notes Prior to the adoption of ASU 2020-06, based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturities, the Company estimated the implied market interest rate of its Notes to be approximately 5 %, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the liability component of the 2025 Notes, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to the 2025 Notes, which resulted in a fair value of the liability component of $ 158.8 million upon issuance, calculated as the present value of future contractual payments based on the $ 201.3 million of aggregate principal amount. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense over the term of the Notes. The $ 42.5 million difference between the gross proceeds received from the issuance of the Notes of $ 201.3 million and the estimated fair value of the liability component represents the equity component of the Notes and was recorded in additional paid-in capital. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the transaction costs related to the issuance of the Notes, the Company allocated the total amount incurred to the liability and equity components in proportion to the allocation of proceeds. Transaction costs attributable to the liability component, totaling $ 5.25 million, are being amortized to expense over the term of the Notes, and transaction costs attributable to the equity component, totaling $ 1.4 million, and were included with the equity component in shareholders’ equity. Effective January 1, 2021, upon the adoption of ASU 2020-06, the Company reclassified the equity component into the debt component as more fully described above (See Note 2). The Company concluded, based upon its adoption of ASU 2020-06, the Notes will be accounted for as debt with no bifurcation of the embedded conversion features. Transaction costs were recorded as a direct reduction from the related debt liability in the consolidated balance sheet and are amortized to interest expense using the effective interest method over the term of the Notes. 2021 Loan Agreement On October 29, 2021, the Company entered into a Loan and Security Agreement with Western Alliance Bank, as administrative agent and collateral ag ent for the lenders, and the banks and other financial institutions or entities from time to time party thereto as lenders (the “2021 Loan Agreement”). The 2021 Loan Agreement provides for a $ 75 million revolving credit facility with a $ 5 million letter-of-credit sublimit and a maturity date of October 29, 2023 . The 2021 Loan Agreement is secured by substantially all of the Company’s assets. Borrowings under the 2021 Loan Agreement bear interest at a rate equal to one (1) month U.S. LIBOR, plus a spread based upon the Company’s leverage (as defined by 2021 Loan Agreement), which may vary between 2.00 % and 2.75 %. The 2021 Loan Agreement is subject to various leverage and non-financial covenants. No amounts were outstanding under the 2021 Loan Agreement as of the date of this filing. |
Leases and Contingencies
Leases and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Leases and Contingencies | 10. Leases and Contingencies The Company conducts its operations in leased office facilities under various noncancelable operating lease agreements that expire through December 2029. On October 26, 2017, the Company entered into a Third Amendment (the “Third Amendment”) to the lease agreement for office space in Newton, Massachusetts, dated as of August 4, 2009 (the “Newton Lease”). The Third Amendment extended the lease term to December 31, 2029 and preserves the Company’s option to extend the term for an additional five-year period subject to certain terms and conditions set forth in the Newton Lease. The Third Amendment reduced the rentable space from approximately 110,000 square feet to approximately 74,000 square feet effective January 1, 2018 . As of January 1, 2018, base monthly rent under the Third Amendment is $ 0.3 million. The base rent increases biennially at a rate averaging approximately 1 % per year, as of January 1, 2021. The Company remains responsible for certain other costs under the Third Amendment, including operating expense and taxes. In April 2021, the Company entered into a Fourth Amendment (the “Fourth Amendment”). The Fourth Amendment became effective during May 2021 . The Fourth Amendment reduced the rentable space from approximately 74,000 square feet to approximately 68,000 square feet and provided the Company with a one-time payment of approximately $ 0.6 million. As of May 1, 2021, base monthly rent is approximately $ 0.3 million per month. All other terms and conditions are substantially similar to those terms in the Third Amendment . Certain of the Company’s operating leases, including the Newton Lease, include lease incentives and escalating payment amounts and are renewable for varying periods. The Company recognizes the related rent expense on a straight-line basis over the term of each lease, taking into account the lease incentives and escalating lease payments. The Company has various non-cancelable lease agreements for certain of its offices with original lease periods expiring between 2021 and 2029. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain it will exercise that option. Leases with renewal options allow the Company to extend the lease term typically between 1 and 5 years. When determining the lease term, renewal options reasonably certain of being exercised are included in the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several economic factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, underlying contractual obligations, or specific characteristics unique to that particular lease that would make it reasonably certain that the Company would exercise such option. Renewal and termination options were generally not included in the lease term for the Company's existing operating leases. Certain of the arrangements have discounted rent periods or escalating rent payment provisions. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets. The Company recognizes rent expense on a straight-line basis over the lease term. As of December 31, 2021 and 2020, operating lease assets were $ 23.3 million and $ 26.0 million and operating lease liabilities were $ 28.1 million and $ 30.6 million, respectively. The maturity of the Company’s operating lease liabilities as of December 31, 2021 were as follows (in thousands): Minimum Lease Years Ending December 31: Payments 2022 $ 4,550 2023 4,666 2024 4,608 2025 3,818 2026 3,809 Thereafter 9,930 Total future minimum lease payments 31,381 Less imputed interest 3,287 Total operating lease liabilities $ 28,094 Included in the condensed consolidated balance sheet: Current operating lease liabilities $ 4,073 Non-current operating lease liabilities 24,021 Total operating lease liabilities $ 28,094 For the years ended December 31, 2021 and 2020, the total lease cost is comprised of the following amounts (in thousands): December 31, 2021 December 31, 2020 Operating lease expense $ 4,540 $ 3,888 Short-term lease expense 215 73 Total lease expense $ 4,755 $ 3,961 The following summarizes additional information related to operating leases: As of December 31, 2021 Weighted-average years remaining lease term — operating leases 4.2 Weighted-average discount rate — operating leases 3.4 % If the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate as the discount rate. The Company uses its best judgment when determining the incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term to the lease payments in a similar currency. Litigation From time to time and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. At December 31, 2021 and 2020 , the Company did no t have any pending claims, charges, or litigation that it expects would have a material adverse effect on its consolidated financial position, results of operations, or cash flows. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation Stock Option and Incentive Plans In April 2007, the Company’s board of directors approved the 2007 Stock Option and Incentive Plan (the “2007 Plan”), which was approved by the stockholders of the Company and became effective upon the consummation of the Company’s IPO in May 2007. The 2007 Plan allowed the Company to grant incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), stock appreciation rights, deferred stock awards, restricted stock units and other awards. Under the 2007 Plan, stock options could not be granted at less than fair market value on the date of grant and grants generally vested over a three - to four-year period. Stock options granted under the 2007 Plan expire no later than ten years after the grant date. Additionally, beginning with awards made in August 2015, the Company had the option to direct a net issuance of shares for satisfaction of tax liability with respect to vesting of awards and delivery of shares. Prior to August 2015, this choice of settlement method was solely at the discretion of the award recipient. The 2007 Plan expired in May 2017 . No new awards may be granted under the 2007 Plan; however, the shares of common stock remaining in the 2007 Plan are available for issuance in connection with previously awarded grants under the 2007 Plan. There are 37,500 shares of common stock that remain subject to outstanding stock grants under the 2007 Plan as of December 31, 2021. In March 2017, the Company’s board of directors approved the 2017 Stock Option and Incentive Plan (the “2017 Plan”), which was approved by the stockholders of the Company at the 2017 Annual Meeting and became effective June 16, 2017 . The 2017 Plan replaces the Company’s 2007 Plan. On June 16, 2017, 3,000,000 shares of the Company’s common stock were reserved for issuance under the 2017 Plan and, generally, shares that are forfeited or canceled from awards under the 2017 Plan also will be available for future awards. In April 2021, the stockholders of the Company authorized the issuance of an additional 3,800,000 shares of the Company’s common stock under the 2017 Plan. Under the 2017 Plan, the Company may grant restricted stock and restricted stock units, non-qualified stock options, stock appreciation rights, performance awards, and other stock-based and cash-based awards. Grants generally vest in equal tranches over a three-year period. Stock options granted under the 2017 Plan expire no later than ten years after the grant date. Shares of stock issued pursuant to restricted stock awards are restricted in that they are not transferable until they vest. Shares of stock underlying awards of restricted stock units are not issued until the units vest. Non-qualified stock options cannot be exercised until they vest. Under the 2017 Plan, all stock options and stock appreciation rights must be granted with an exercise price that is at least equal to the fair market value of the common stock on the date of grant. The 2017 Plan broadly prohibits the repricing of options and stock appreciation rights without stockholder approval and requires that no dividends or dividend equivalents be paid with respect to options or stock appreciation rights. The 2017 Plan further provides that, in the event any dividends or dividend equivalents are declared with respect to restricted stock, restricted stock units, other stock-based awards and performance awards (referred to as “full-value awards”), such dividends or dividend equivalents would be subject to the same vesting and forfeiture provisions as the underlying award. There are a total of 1,728,725 shares of common stock that remain subject to outstanding stock-based grants under the 2017 Plan as of December 31, 2021 . There are a total of 3,108,820 shares of common stock that are available for issuance under the 2017 Plan as of December 31, 2021. Accounting for Stock-Based Compensation The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award. The Company calculated the fair values of the options granted using the following estimated weighted-average assumptions: Years Ended December 31, 2021 2020 2019 Expected volatility 44 % 40 % 39 % Expected term 6 years 6 years 6 years Risk-free interest rate 0.82 % 0.34 % 2.15 % Expected dividend yield — % — % — % Weighted-average grant date fair value per share $ 27.98 $ 11.29 $ 8.08 The expected volatility of options granted has been determined using a weighted average of the historical volatility of the Company’s stock for a period equal to the expected life of the option. The expected life of options has been determined utilizing the “simplified” method. The risk-free interest rate is based on a zero-coupon U.S. treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero . The Company applied an estimated annual forfeiture rate based on historical averages in determining the expense recorded in each period. A summary of the stock option activity under the Company’s stock option plans for the year ended December 31, 2021 is presented below: Options Weighted- Weighted- Aggregate Options outstanding at December 31, 2020 107,500 $ 17.34 Granted 20,000 66.93 Exercised ( 2,500 ) 6.47 $ 154 Forfeited — — Canceled — — Options outstanding at December 31, 2021 125,000 $ 25.49 6.35 $ 8,771 Options exercisable at December 31, 2021 105,000 $ 17.60 5.76 $ 8,197 Options vested or expected to vest at December 31, 2021 124,250 $ 25.24 6.33 $ 8,750 During the years ended December 31, 2021, 2020, and 2019, the total intrinsic value of options exercised (i.e. the difference between the market price of the underlying stock at exercise and the price paid by the employee to exercise the options) was $ 0.2 million , $ 1.6 million , and $ 1.3 million , respectively, and the total amount of cash received by the Company from exercise of these options was $ 0 million , $ 0.6 million , and $ 0.4 million , respectively. Restricted Stock Unit Awards Restricted stock unit awards are valued at the market price of a share of the Company’s common stock on the date of the grant. A summary of the restricted stock unit award activity under the Company’s plans for the year ended December 31, 2021 is presented below: Shares Weighted- Aggregate Nonvested outstanding at December 31, 2020 1,478,000 $ 31.33 Granted 900,568 74.78 Vested ( 729,968 ) 32.30 Forfeited ( 39,250 ) 62.90 Nonvested outstanding at December 31, 2021 1,609,350 $ 54.45 $ 153,950 The total grant-date fair value of restricted stock unit awards that vested during the years ended December 31, 2021, 2020, and 2019 was $ 23.6 million , $ 14.7 million , and $ 11.4 million , respectively. As of December 31, 2021 , there was $ 73.8 million of total unrecognized compensation expense related to stock options and restricted stock units, which is expected to be recognized over a weighted average period of 2 years. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity Common Stock Repurchase Programs On November 7, 2018, the Company announced a stock repurchase program (the “November 2018 Stock Repurchase Program”) whereby the Company was authorized to repurchase up to an aggregate amount of $ 25.0 million of the Company’s common stock from time to time on the open market or in privately negotiated transactions at prices and in a manner that may be determined by management. The Company repurchased 736,760 and 411,849 shares at an aggregate purchase price of $ 14.8 million and $ 7.1 million at an average share price of $ 20.10 and $ 17.14 during the years ended December 31, 2020 and 2019, respectively, under the November 2018 Stock Repurchase Program. The November 2018 Stock Repurchase Program was terminated in May 2020 . In May 2020, the Company announced that the board of directors had authorized a new stock repurchase program (the “May 2020 Repurchase Program”) whereby we are authorized to repurchase an additional $ 25.0 million of the Company’s common stock from time to time on the open market or in privately negotiated transactions at prices and in the manner that may be determined by management. No amounts were repurchased under this plan during 2021. Repurchased shares are recorded under the cost method and are reflected as treasury stock in the accompanying Consolidated Balance Sheets. Reserved Common Stock As of December 31, 2021, the Company has reserved 4,875,045 shares of common stock for use in settling outstanding options and unvested restricted stock units that have not been issued, as well as future awards available for grant under the 2007 and 2017 Plans and 5,349,986 shares issuable upon conversion of the Notes. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes Income before provision for income taxes was as follows: Years Ended December 31, 2021 2020 2019 United States $ 5,804 $ 20,271 $ 20,709 Foreign 5,275 2,233 1,339 Income before income taxes $ 11,079 $ 22,504 $ 22,048 The income tax provision consisted of the following: Years Ended December 31, 2021 2020 2019 Current: Federal $ 5,587 $ 4,073 $ 3,415 State 1,407 1,230 538 Foreign 263 243 347 Total current 7,257 5,546 4,300 Deferred: Federal ( 867 ) ( 122 ) 742 State 313 2 242 Foreign 3,427 10 ( 111 ) Total deferred 2,873 ( 110 ) 873 $ 10,130 $ 5,436 $ 5,173 The income tax provision for the years ended December 31, 2021, 2020 and 2019 differs from the amounts computed by applying the statutory federal income tax rate to consolidated income before provision for income taxes as follows: Years Ended December 31, 2021 2020 2019 Provision computed at statutory rate $ 2,327 $ 4,726 $ 4,630 Increase resulting from: Difference in rates for foreign jurisdictions ( 42 ) 17 18 Stock-based compensation ( 3,903 ) ( 1,314 ) ( 425 ) Nondeductible inducement expense 4,458 — — Other non-deductible expenses 97 548 243 Non-deductible officers compensation 1,665 899 482 State income tax provision 1,344 974 615 Subsidiary earnings taxed in the US 1,176 ( 40 ) ( 11 ) Research and development credit ( 468 ) ( 466 ) ( 387 ) Valuation allowance 474 71 — Change in tax rate 3,006 ( 20 ) — Other ( 4 ) 41 8 Provision for income taxes $ 10,130 $ 5,436 $ 5,173 Significant components of the Company’s net deferred tax assets and liabilities are as follows: As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 6,572 $ 7,533 Right of use operating lease liability 7,016 7,219 Accruals and allowances 2,365 2,287 Stock-based compensation 3,447 1,796 §163(j) interest expense carryover 521 — Other 4 4 Gross deferred tax assets 19,925 18,839 Less valuation allowance ( 1,961 ) ( 304 ) Total deferred tax assets 17,964 18,535 Deferred tax liabilities: Intangible asset ( 23,816 ) ( 22,504 ) Right of use operating lease asset ( 6,066 ) ( 6,186 ) Convertible debt basis difference — ( 10,841 ) Property and equipment ( 3,708 ) ( 2,636 ) Contract liabilities ( 149 ) — Total deferred tax liabilities ( 33,739 ) ( 42,167 ) Net deferred tax liabilities $ ( 15,775 ) $ ( 23,632 ) As reported: Non-current deferred tax assets $ 474 $ 216 Non-current deferred tax liabilities $ ( 16,249 ) $ ( 23,848 ) In evaluating the ability to realize the net deferred tax asset, the Company considers all available evidence, both positive and negative, including past operating results, the existence of cumulative losses in the most recent fiscal years, tax planning strategies that are prudent and feasible, and forecasts of future taxable income. In considering sources of future taxable income, the Company makes certain assumptions and judgments which are based on the plans and estimates used to manage the underlying business of the Company. Changes in the Company’s assumptions and estimates, as well as changes in tax rates, may materially impact income tax expense for the period. The valuation allowances were $ 2.0 million and $ 0.3 million at December 31, 2021 and 2020 respectively. The valuation allowance is mainly against state NOL due to dilution of state apportionment. The Company had no unrecognized tax benefits at December 31, 2021. It is not expected that the amount of unrecognized tax benefits will change significantly within the next twelve months. The Company files income tax returns in the U.S. and in foreign jurisdictions. Generally, the Company is no longer subject to U.S., state, local and foreign income tax examinations by tax authorities in its major jurisdictions for years before 2017, except to the extent of NOL and tax credit carryforwards from those years. Major taxing jurisdictions include the U.S., both federal and state, and the United Kingdom. As of December 31, 2021, the Company also had U.S. federal and state NOL carryforwards of $ 20.0 million, of which $ 6.7 million will begin to expire in 2036 and the remaining amount may be carried forward indefinitely. The Company also has foreign NOL carryforwards of $ 5.8 million, which may be carried forward indefinitely. The deferred tax assets related to the domestic NOL carryforwards have been partially offset by valuation allowance related to BrightTALK, Inc. and the deferred tax assets related to the foreign NOL carryforwards have been partially offset by a $ 0.1 million valuation allowance related to Hong Kong. The Company considers the excess of its financial reporting over its tax basis in investments in foreign subsidiaries essentially permanent in duration and as such has not recognized deferred tax liability related to this difference. Undistributed earnings of the Company’s foreign subsidiaries amounted to approximately $ 12.2 million as of December 31, 2021 . The Company has not provided any additional federal or state income taxes or foreign withholding taxes on the undistributed earnings as such earnings have been indefinitely reinvested in the business. Due to the various methods by which such earnings could be repatriated in the future, the amount of taxes attributable to the undistributed earnings is not practicably determinable. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information The Company views its operations and manages its business as one operating segment based on factors such as how the Company manages its operations and how its executive management team reviews results and makes decisions on how to allocate resources and assess performance. Geographic Data Net sales by campaign target area were as follows (1): Years Ended December 31, 2021 2020 2019 North America $ 162,360 $ 90,919 $ 89,582 International 101,067 57,457 44,375 Total Revenue $ 263,427 $ 148,376 $ 133,957 (1) Net sales to customers by campaign target area is based on the geo-targeted (target audience) location of the campaign. Net sales to unaffiliated customers by geographic area were as follows (2): Years Ended December 31, 2021 2020 2019 United States $ 188,904 $ 103,797 $ 99,669 United Kingdom 36,189 18,405 14,104 Other International 38,334 26,174 20,184 Total $ 263,427 $ 148,376 $ 133,957 (2) Net sales to unaffiliated customers by geographic area is based on the customers’ current billing addresses and does not consider the geo-targeted (target audience) location of the campaign. Long-lived assets by geographic area were as follows: Years Ended December 31, 2021 2020 United States $ 224,235 $ 195,424 International 101,948 106,227 Total $ 326,183 $ 301,651 Long-lived assets are comprised of property and equipment, net; goodwill; and intangible assets, net. No single country outside of the U.S. and the United Kingdom accounted for 1% or more of the Company’s long-lived assets during either of these periods. |
401(k) Plans
401(k) Plans | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |
401(k) Plans | 15. 401(k) Plans The Company maintains 401(k)-retirement savings plans (the “Plans”) whereby employees may elect to defer a portion of their salary and contribute the deferred portion to the Plan. The Company contributed $ 1.7 million , $ 1.2 million and $ 1.2 million to the Plan for each of the years ended December 31, 2021, 2020, and 2019 respectively. Employee contributions and the Company’s matching contributions are invested in one or more collective investment funds at the participant’s direction. The Company’s matching contributions vest in accordance with the term of the respective Plan. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, TechTarget Securities Corporation (“TSC”), TechTarget Limited, TechTarget (HK) Limited (“TTGT HK”), TechTarget (Australia) Pty Ltd., TechTarget (Singapore) Pte Ltd., E-Magine Médias SAS (“LeMagIT”), TechTarget Germany GmbH and as of December 23, 2020, BrightTALK Limited and its wholly owned subsidiary, BrightTALK, Inc. (“BrightTALK”). TSC is a Massachusetts corporation. TechTarget Limited is a subsidiary doing business principally in the United Kingdom. TTGT HK is a subsidiary incorporated in Hong Kong in order to facilitate the Company’s activities in the Asia-Pacific region. TechTarget (Australia) Pty Ltd. and TechTarget (Singapore) Pte Ltd. are the entities through which the Company does business in Australia and Singapore, respectively; LeMagIT and TechTarget Germany GmbH, both wholly-owned subsidiaries of TechTarget Limited, are entities through which the Company does business in France and Germany, respectively. BrightTALK are entities which the Company does business for the BrightTALK webinar and virtual event platform. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to revenues, long-lived assets, goodwill, the allowance for doubtful accounts, stock-based compensation, earnouts, self-insurance accruals, the allocation of purchase price to intangibles and goodwill, and income taxes. Estimates of the carrying value of certain assets and liabilities are based on historical experience and on various other assumptions that the Company believes to be reasonable. Actual results could differ from those estimates. |
Revenue Recognition under ASC 606, Revenue from Contacts with Customers (“ASC 606”) | Revenue Recognition under ASC 606, Revenue from Contacts with Customers (“ASC 606”) The Company generates its revenues from the sale of targeted marketing and advertising campaigns, which it delivers via its data analytic solutions. Revenue is recognized when performance obligations are satisfied by transferring promised goods or services to customers, as determined by applying a five-step process consisting of: a) identifying the contract, or contracts, with a customer, b) identifying the performance obligations in the contract, c) determining the transaction price, d) allocating the transaction price to the performance obligations in the contract, and e) recognizing revenue when, or as, performance obligations are satisfied. The Company’s offerings consist of: • IT Deal Alert . A suite of data and services for B2B technology companies that leverages the detailed purchase intent data that the Company collect on enterprise technology organizations and professionals researching IT purchases on our virtual event and webinar channels and our network of websites. Through proprietary scoring methodologies, the Company uses this insight to help our customers identify and prioritize accounts and contacts whose content consumption around specific enterprise technology topics indicates that they are “in-market” for a particular product or service. The suite of products and services include Priority Engine, Qualified Sales Opportunities, and Deal Data. Priority Engine is a subscription service powered by the Company's Activity Intelligence platform, which integrates with customer relationship management and marketing automation platforms from salesforce.com, Marketo, Eloqua, Pardot, and Integrate. The service delivers lead generation workflow solutions that are designed to enable marketers and sales forces to identify and understand accounts and individuals actively researching new technology purchases and then to engage those active prospects. Qualified Sales Opportunities is a product that profiles specific in-progress purchase projects, including information on scope and purchase considerations. Deal Data is a customized solution aimed at sales intelligence and data scientist functions within the Company's customer organizations. It renders the Company's Activity Intelligence data into one-time offerings directly consumable by the customer’s internal applications. For Priority Engine as well as other duration based solutions, which are discussed below, revenue is recognized ratably over the contract period using the same time-based measure of progress for each of the distinct performance obligations. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Revenue from Qualified Sales Opportunities, Deal Data and Research is recognized at the point in time when control is transferred to the customer, which occurs when the related reports are provided to the customer. • Demand Solutions. The Company's offerings enable its customers to reach and influence prospective buyers through content marketing programs, such as white papers, webcasts, podcasts, videocasts, virtual trade shows, and content sponsorships, designed to generate demand for their solutions, and through display advertising and other brand programs that influence consideration by prospective buyers. The Company believes this allows B2B technology companies to maximize return on investment (“ROI”) on marketing and sales expenditures by capturing sales leads from the distribution and promotion of content to the Company’s audience of enterprise technology and business professionals. • Brand Solutions . Our suite of brand solutions offerings provides B2B technology companies with direct exposure to targeted audiences of enterprise technology and business professionals actively researching information related to their products and services. The Company leverages its Activity Intelligence platform to enable significant segmentation and targeting of specific audiences that can be accessed through these programs. Components of brand programs may include on-network branding, off-network branding, and microsites and related formats. • Custom Content Creation. We also at times create white papers, case studies, webcasts or videos to our customers’ specifications. These customized content assets are then promoted to our audience within both demand solutions and brand solutions programs. • BrightTALK platform. Allows the Company’s customers to create, host and promote webinars, virtual events and video content. Revenue from demand and brand solutions is primarily recognized when the transfer of control occurs. Certain of the contracts within demand and brand solutions are duration-based campaigns which, in the event of customer cancellation, provide the Company with an enforceable right to a proportional payment for the portion of the campaign based on services provided. Accordingly, revenue from duration-based campaigns is recognized using a time-based measure of progress, which the Company believes best depicts how it satisfies its performance obligations in these arrangements as control is continuously transferred throughout the contract period. Revenue from custom content creation is recognized over the expected period of performance using a single measure of progress, typically based on hours incurred. Revenue from Priority Engine and the Bright TALK platform are recognized over a time-based measure of progress, which the Company believes best depicts how it satisfies its performance obligations in these arrangements as control is continuously transferred throughout the contract period. To determine standalone selling price for the individual performance obligations in the arrangement, the Company uses an estimate of the observable selling prices in separate transactions. The Company establishes best estimates considering multiple factors including, but not limited to, class of client, size of transaction, available inventory, pricing strategies and market conditions. The Company uses a range of amounts to estimate stand-alone selling price when it sells the goods and services separately and needs to determine whether a discount is to be allocated based upon the relative stand-alone selling price to the various goods and services. Judgment is required to determine the standalone selling price for each distinct performance obligation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, short-term and long-term investments, accounts receivable, accounts payable, long-term debt and contingent consideration. Due to their short-term nature and liquidity, the carrying value of these instruments, with the exception of contingent consideration and long-term debt, approximates their estimated fair values. See Note 4 for further information on the fair value of the Company’s investments. The Company classifies all of its short-term and long-term investments as available-for-sale. The fair value of contingent consideration was estimated using a discounted cash flow method. |
Business Combinations | Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statement of operations. |
Long-Lived Assets, Goodwill and Indefinite-lived Intangible Assets | Long-Lived Assets , Goodwill and Indefinite-lived Intangible Assets Long-lived assets consist primarily of property and equipment, capitalized software, goodwill and other intangible assets. The Company reviews long-lived assets, including property and equipment and finite intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset or an adverse action or a significant decrease in the market price. A specifically identified intangible asset must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Accordingly, intangible assets consist of specifically identified intangible assets. Goodwill is the excess of any purchase price over the estimated fair value of net tangible and intangible assets acquired. Goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives, which range from eighteen months to nineteen years , using methods of amortization that are expected to reflect the estimated pattern of economic use, and are reviewed for impairment when events or changes in circumstances suggest that the assets may not be recoverable. Consistent with the Company’s determination that it has a single reporting segment, it has been determined that there is a single reporting unit and goodwill is therefore tested for impairment at the entity level. The Company performs its annual test of impairment of goodwill as of December 31st of each year and whenever events or changes in circumstances suggest that the carrying amount may not be recoverable using the two-step process required by ASC 350, Intangibles – Goodwill and Other (“ASC 350”). The first step of the impairment test is to identify potential impairment by comparing the reporting unit’s fair value with its net book value (or carrying amount), including goodwill. The fair value is estimated based on a market value approach. If the fair value of the reporting unit exceeds its carrying amount, the reporting unit’s goodwill is not considered to be impaired and the second step of the impairment test is not performed. Whenever indicators of impairment become present, the Company would perform the second step and compare the implied fair value of the reporting unit’s goodwill, as defined by ASC 350, to it carrying value to determine the amount of the impairment loss, if any. As of December 31, 2021, there were no indications of impairment based on the step one analysis, and the Company’s estimated fair value exceeded its goodwill carrying value by a significant margin. Based on the aforementioned evaluation, the Company believes that, as of the balance sheet date presented, none of the Company’s goodwill or other long-lived assets were impaired. The Company did no t have any intangible assets, other than goodwill, with indefinite lives as of December 31, 2021 or 2020 . |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company reduces gross trade accounts receivable for an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts are recorded in general and administrative expense. Below is a summary of the changes in the Company’s allowance for doubtful accounts for the years ended December 31, 2021, 2020, and 2019. Balance at Provision Write-offs, Balance at Year ended December 31, 2019 $ 2,099 $ 339 $ ( 539 ) $ 1,899 Year ended December 31, 2020 $ 1,899 $ 218 $ ( 363 ) $ 1,754 Year ended December 31, 2021 $ 1,754 $ 904 $ ( 144 ) $ 2,514 |
Property and Equipment and Other Capitalized Assets | Property and Equipment and Other Capitalized Assets Property and equipment and other capitalized assets are stated at cost. Property and equipment acquired through acquisitions of businesses are initially recorded at fair value. Depreciation is calculated on the straight-line method based on the month the asset is placed in service over the following estimated useful lives: Estimated Useful Life Furniture and fixtures 3 - 10 years Computer equipment and software 3 years Internal-use software and website development costs 3 - 5 years Leasehold improvements Shorter of useful life or remaining duration of lease Property and equipment and other capitalized assets consist of the following: As of December 31, 2021 2020 Furniture and fixtures $ 1,367 $ 1,339 Computer equipment and software 5,267 5,122 Leasehold improvements 3,792 3,790 Internal-use software and website development costs 45,339 33,943 55,765 44,194 Less: accumulated depreciation and amortization ( 37,045 ) ( 30,533 ) $ 18,720 $ 13,661 Depreciation expense was $ 7.5 million , $ 5.8 million, and $ 4.9 million for the years ended December 31, 2021, 2020, and 2019, respectively. Repairs and maintenance charges that do not increase the useful life of the assets are charged to operations as incurred. The Company wrote off approximately $ 1.0 million , $ 1.0 million , and $ 7.3 million of fully depreciated assets that were no longer in service during 2021, 2020, and 2019 , respectively. Depreciation expense is classified as a component of operating expense in the Company’s results of operations with the exception of certain depreciation expense which is classified as a component of cost of goods sold. |
Internal-Use Software and Website Development Costs | Internal-Use Software and Website Development Costs The Company capitalizes costs incurred during the development of its website applications and infrastructure as well as certain costs relating to internal-use software. The Company begins to capitalize costs to develop software and website applications when planning stage efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed, and the software will be used as intended. Judgment is required in determining the point at which various projects enter the state at which costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized, which is generally four years. To the extent that the Company changes the manner in which it develops and tests new features and functionalities related to its websites, assesses the ongoing value of capitalized assets, or determines the estimated useful lives over which the costs are amortized, the amount of website development costs it capitalizes and amortizes in future periods would be impacted. The estimated useful life of costs capitalized is evaluated for each specific project. Capitalized internal-use software and website development costs are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized only if the carrying amount of the asset is not recoverable and exceeds its fair value. The Company capitalized internal-use software and website development costs of $ 11.5 million , $ 6.1 million , and $ 5.1 million for the years ended December 31, 2021, 2020, and 2019 , respectively. |
Debt Issuance Costs | Debt Issuance Costs Costs incurred with the issuance of the Company’s convertible debt are deferred and amortized as interest expense over the term of the related convertible instrument using the effective interest method. To the extent the convertible debt is outstanding, these amounts are reflected in the consolidated balance sheets as a deduction of the convertible debt. |
Concentrations of Credit Risk and Off-Balance Sheet Risk | Concentrations of Credit Risk and Off-Balance Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist mainly of cash and cash equivalents, investments and accounts receivable. The Company maintains its cash and cash equivalents and investments principally in accredited financial institutions of high credit standing. The Company routinely assesses the credit worthiness of its customers. The Company generally has not experienced any significant losses related to individual customers or groups of customers in any particular industry or area. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable. At December 31, 2021, 2020 and 2019 , no customer represented 10 % of total accounts receivable. No single customer accounted for 10% or more of total revenues in the years ended December 31, 2021, 2020, or 2019 . |
Income Taxes | Income Taxes The Company’s deferred tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates. A valuation allowance is established against net deferred tax assets if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return using a “more likely than not” threshold as required by the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes (“ASC 740”). The Company recognizes interest and penalties related to unrecognized tax benefits, if any, in income tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company has stock-based employee compensation plans which are more fully described in Note 11. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized in the Consolidated Statement of Income and Comprehensive Income using the straight-line method over the vesting period of the award. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock option awards. |
Comprehensive Income | Comprehensive Income Comprehensive income includes all changes in equity during a period, except those resulting from investments by stockholders and distributions to stockholders. The Company's comprehensive income includes changes in the fair value of the Company’s unrealized gains on available for sale securities and foreign currency translation adjustments. There were no reclassifications out of accumulated other comprehensive income in the periods ended December 31, 2021, 2020, or 2019 . |
Foreign Currency | Foreign Currency The functional currency for each of the Company’s subsidiaries is the local currency of the country in which it is incorporated. All assets and liabilities are translated into U.S. dollar equivalents at the exchange rate in effect on the balance sheet date or at a historical rate. Revenues and expenses are translated at average exchange rates. Translation gains or losses are recorded in stockholders’ equity as an element of accumulated other comprehensive income (loss). |
Net Income Per Share | Net Income Per Share Basic earnings per share is computed based on the weighted average number of common shares and vested restricted stock units outstanding during the period. Because the holders of unvested restricted stock units do not have non-forfeitable rights to dividends or dividend equivalents, the Company does not consider these restricted stock units to be participating securities that should be included in its computation of earnings per share under the two-class method. Diluted earnings per share is computed using the weighted average number of common shares and vested, undelivered restricted stock units outstanding during the period, plus the dilutive effect of potential future issuances of common stock relating to stock option and restricted stock unit programs using the treasury stock method. In calculating diluted earnings per share, the dilutive effect of stock options and restricted stock units is computed using the average market price for the respective period. In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options and restricted stock units that are in-the-money. This results in the “assumed” buyback of additional shares, thereby reducing the dilutive impact of stock options and restricted stock units. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows: For the Years Ended December 31, 2021 2020 2019 Numerator: Net income $ 949 $ 17,068 $ 16,875 Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 28,434,213 27,855,888 27,873,745 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 28,434,213 27,855,888 27,873,745 Effect of potentially dilutive shares 1,039,678 818,659 437,942 Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares 29,473,891 28,674,547 28,311,687 Calculation of Net Income Per Common Share: Basic: Net income applicable to common stockholders $ 949 $ 17,068 $ 16,875 Weighted average shares of stock outstanding 28,434,213 27,855,888 27,873,745 Net income per common share $ 0.03 $ 0.61 $ 0.61 Diluted: Net income applicable to common stockholders(1) $ 949 $ 17,423 $ 16,875 Weighted average shares of stock outstanding 29,473,891 28,674,547 28,311,687 Net income per common share(2) $ 0.03 $ 0.61 $ 0.60 (1) For the year ended December 31, 2020, we excluded $ 0.4 million of amortization and interest expense relating to our convertible notes when calculating net income for diluted earnings per share. There was no such adjustment in 2021, due to anti-dilutive nature of the add-back. (2) In calculating diluted net income per share, 14 thousand shares, 0 shares, and 0.3 million shares related to outstanding stock options and unvested, undelivered restricted stock units which were excluded for the years ended December 31, 2021, 2020, and 2019 , respectively, because they were anti-dilutive. Additionally, in calculating diluted net income per share, weighted average shares include 0 shares, 0.1 million shares and 0 shares related to the if converted basis of our convertible bond for the years ended December 31, 2021, 2020, and 2019 , respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Guidance In August 2020, the FASB issued No. ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s own Equity (Subtopic 815-40), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible debt instruments and contracts on an entity’s own equity. Among other things, the standard removes certain accounting models which require bifurcation from the host contract of certain features of convertible debt instruments, unless the feature qualifies as a derivative under ASC 815. Additionally, companies are required to use the if-converted method for convertible instruments in their calculations of diluted earnings per share. Early adoption is permitted but no earlier than the fiscal year beginning after December 15, 2020. The Company elected to early adopt ASU 2020-06 effective January 1, 2021 . The Company has elected the modified retrospective method to transition to the guidance. The modified retrospective method requires the Company to: 1. Recombine our convertible notes into a single instrument by reclassifying the amount initially recorded to the equity component against the outstanding debt on the convertible notes. 2. Reclassify an amount from retained earnings equal to the difference between the sum of the carrying values of the debt and the conversion feature immediately before transition and the revised amortized cost of the combined convertible instrument under the traditional debt model as of the transition date. 3. Post-transition, account for the convertible notes as a single instrument recognizing interest expense based on the applicable and recalculated effective interest rate and continue to apply the if-converted method in the Company’s calculation of diluted earnings per share. The following table summarizes the impact of the adoption of ASU 2020-06 on the Company’s condensed consolidated financial statements: December 31, 2020 January 1, 2021 Change Convertible Debt $ 153,882 $ 194,649 $ 40,767 Additional paid-in capital 363,055 332,555 ( 30,500 ) Retained earnings 37,580 37,813 233 Deferred tax liabilities 23,848 13,348 ( 10,500 ) Total $ — In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes” (ASU 2019-12), which simplifies the accounting for income taxes. This guidance was effective for us in the first quarter of 2021 on a prospective basis, and early adoption is permitted. We adopted the new standard effective January 1, 2021 and the guidance did not have a material impact on our consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment (ASU 2017-04). ASU 2017-04 eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (step 2 of the goodwill impairment test) and instead requires only a one-step quantitative impairment test, performed by comparing the fair value of goodwill with its carrying amount. ASU 2017-04 is effective on a prospective basis effective for goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (ASU 2018-15), which requires implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the non-cancellable term of the cloud computing arrangements plus any optional renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-03, “Measurement of Credit Losses on Financial Instruments,” (ASU 2016-03) which amends ASC 326 “Financial Instruments—Credit Losses” which introduces a new methodology for accounting for credit losses on financial instruments. The guidance establishes a new forward looking "expected loss model" that requires entities to estimate current expected credit losses on accounts receivable and financial instruments by using all practical and relevant information. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements” (Topic 820) (ASU 2018-13), which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements. We adopted the new standard effective January 1, 2020 and the guidance did not have a material impact on our consolidated financial statements. Accounting Guidance Not Yet Adopted In October 2021, the FASB issued ASU 2021-08 "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which clarified the accounting for acquired revenue contracts with customers in a business combination. ASU 2021-06 requires acquirers to measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. As a result, it is generally expected that an acquirer will recognize and measure contract assets and liabilities in a manner consistent with how they were recognized by the acquiree in its preacquisition financial statements. The guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. Early adoption in an interim period requires that the amendments be applied retrospectively to all business combinations for which the acquisition occurs on or after the beginning of the fiscal year including the interim period and prospectively to all business combinations that occur on or after the date of initial application. We are currently evaluating the impact of the new guidance on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Changes in Company's Allowance for Doubtful Accounts | Below is a summary of the changes in the Company’s allowance for doubtful accounts for the years ended December 31, 2021, 2020, and 2019. Balance at Provision Write-offs, Balance at Year ended December 31, 2019 $ 2,099 $ 339 $ ( 539 ) $ 1,899 Year ended December 31, 2020 $ 1,899 $ 218 $ ( 363 ) $ 1,754 Year ended December 31, 2021 $ 1,754 $ 904 $ ( 144 ) $ 2,514 |
Estimated Useful Lives of Property and Equipment and Other Capitalized Assets | Depreciation is calculated on the straight-line method based on the month the asset is placed in service over the following estimated useful lives: Estimated Useful Life Furniture and fixtures 3 - 10 years Computer equipment and software 3 years Internal-use software and website development costs 3 - 5 years Leasehold improvements Shorter of useful life or remaining duration of lease |
Property and Equipment and Other Capitalized Assets | Property and equipment and other capitalized assets consist of the following: As of December 31, 2021 2020 Furniture and fixtures $ 1,367 $ 1,339 Computer equipment and software 5,267 5,122 Leasehold improvements 3,792 3,790 Internal-use software and website development costs 45,339 33,943 55,765 44,194 Less: accumulated depreciation and amortization ( 37,045 ) ( 30,533 ) $ 18,720 $ 13,661 |
Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Share | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share is as follows: For the Years Ended December 31, 2021 2020 2019 Numerator: Net income $ 949 $ 17,068 $ 16,875 Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 28,434,213 27,855,888 27,873,745 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 28,434,213 27,855,888 27,873,745 Effect of potentially dilutive shares 1,039,678 818,659 437,942 Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares 29,473,891 28,674,547 28,311,687 Calculation of Net Income Per Common Share: Basic: Net income applicable to common stockholders $ 949 $ 17,068 $ 16,875 Weighted average shares of stock outstanding 28,434,213 27,855,888 27,873,745 Net income per common share $ 0.03 $ 0.61 $ 0.61 Diluted: Net income applicable to common stockholders(1) $ 949 $ 17,423 $ 16,875 Weighted average shares of stock outstanding 29,473,891 28,674,547 28,311,687 Net income per common share(2) $ 0.03 $ 0.61 $ 0.60 (1) For the year ended December 31, 2020, we excluded $ 0.4 million of amortization and interest expense relating to our convertible notes when calculating net income for diluted earnings per share. There was no such adjustment in 2021, due to anti-dilutive nature of the add-back. (2) In calculating diluted net income per share, 14 thousand shares, 0 shares, and 0.3 million shares related to outstanding stock options and unvested, undelivered restricted stock units which were excluded for the years ended December 31, 2021, 2020, and 2019 , respectively, because they were anti-dilutive. Additionally, in calculating diluted net income per share, weighted average shares include 0 shares, 0.1 million shares and 0 shares related to the if converted basis of our convertible bond for the years ended December 31, 2021, 2020, and 2019 , respectively. |
Summary of Impact of Accounting Standard Adoption | The following table summarizes the impact of the adoption of ASU 2020-06 on the Company’s condensed consolidated financial statements: December 31, 2020 January 1, 2021 Change Convertible Debt $ 153,882 $ 194,649 $ 40,767 Additional paid-in capital 363,055 332,555 ( 30,500 ) Retained earnings 37,580 37,813 233 Deferred tax liabilities 23,848 13,348 ( 10,500 ) Total $ — |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
Disaggregated Revenue | The following table depicts the disaggregation of revenue according to categories consistent with how the Company evaluates its financial performance and economic risk. International revenue consists of international geo-targeted campaigns, which are campaigns targeted at an audience of members outside of North America. Years Ended December 31, 2021 2020 2019 North America $ 162,360 $ 90,919 $ 89,582 International 101,067 57,457 44,375 Total Revenue $ 263,427 $ 148,376 $ 133,957 |
Schedule of Deferred Revenue Included in Contract Liabilities | Contract Liabilities Year-to-Date Activity (in thousands) Balance at January 1, 2019 $ 5,573 Billings 7,666 Revenue Recognized ( 8,904 ) Balance at December 31, 2019 $ 4,335 Billings 19,769 Revenue Recognized ( 8,415 ) Balance at December 31, 2020 $ 15,689 Billings 278,230 Revenue Recognized ( 263,427 ) Balance at December 31,2021 $ 30,492 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis | The fair value hierarchy of the Company’s financial assets and liabilities carried at fair value and measured on a recurring basis is as follows: Fair Value Measurements at December 31, 2021 Quoted Prices Significant Significant Assets: Short-term investments (1) $ 20,076 $ 15,000 $ 5,076 $ — Total assets $ 20,076 $ 15,000 $ 5,076 $ — Liabilities: Contingent consideration - current (2) $ 5,200 $ — $ — $ 5,200 Contingent consideration - non-current (2) 2,779 — — 2,779 Total liabilities $ 7,979 $ — $ — $ 7,979 Fair Value Measurements at December 31, 2020 Quoted Prices Significant Significant Assets: Short-term investments (1) $ 84 $ — $ 84 $ — Total assets $ 84 $ — $ 84 $ — Liabilities: Contingent consideration - current (2) $ 1,027 $ — $ — $ 1,027 Contingent consideration - non-current (2) 1,751 — — 1,751 Total liabilities $ 2,778 $ — $ — $ 2,778 (1) Short-term investments consist of money market funds (Level 1) and pooled bond funds (Level 2). Level 2 investments are priced using observable inputs, such as quoted prices in markets that are not active and yield curves. (2) Contingent consideration liabilities are measured using the income approach and discounted to present value based on an assessment of the probability that the Company would be required to make such future payments. The contingent consideration liabilities are measured at fair value using significant Level 3 (unobservable) inputs, such as discount rates and probability measures. Remeasurement of the contingent consideration to fair value is expensed through the income statement in the period remeasured. |
Fair Value of Contingent Consideration Categorized as Level 3 | The following table provides a roll-forward of the fair value of the contingent consideration categorized as Level 3 for the year ended December 31, 2021: Fair Value Balance as of December 31, 2020 $ 2,778 Liabilities resulting from acquisitions 2,500 Payments on contingent liabilities ( 1,059 ) Amortization of discount on contingent liabilities 162 Remeasurement of contingent liabilities 3,598 Balance as of December 31, 2021 $ 7,979 Amounts included in accrued expenses and other current liabilities 5,200 Amounts included in Other liabilities 2,779 Total Contingent Consideration $ 7,979 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Summary of Preliminary Purchase Price Allocation as of the date Acquired, and Adjustments | The following table shows the preliminary purchase price allocation as of the date acquired, and adjustments to December 31, 2021 (in thousands): December 23, 2020 Adjustments(1) December 31, 2021 Cash $ 1,997 $ — $ 1,997 Accounts receivable 11,810 — 11,810 Operating lease right-of-use assets 1,986 — 1,986 Other assets 2,948 ( 332 ) 2,616 Goodwill 71,846 2,362 74,208 Intangible assets 90,370 — 90,370 Accounts payable, accrued expenses and other liabilities ( 9,194 ) ( 2,091 ) ( 11,285 ) Unearned revenue ( 6,980 ) — ( 6,980 ) Operating lease liabilities ( 2,446 ) — ( 2,446 ) Deferred tax liabilities and income tax payable ( 11,490 ) 61 ( 11,429 ) Net Assets acquired $ 150,847 $ — $ 150,847 (1) Excludes currency translation adjustments related to assets and liabilities of BrightTALK Limited since the purchase date. |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments [Abstract] | |
Short-term and Long-term Investments | Short-term and long-term investments consisted of the following: December 31, 2021 Amortized Gross Gross Estimated Short-term investments: Pooled bond and money market funds $ 20,090 $ — $ ( 14 ) $ 20,076 Total short-term investments $ 20,090 $ — $ ( 14 ) $ 20,076 December 31, 2020 Amortized Gross Gross Estimated Short-term investments: Pooled bond fund $ 84 $ — $ — $ 84 Total short-term investments $ 84 $ — $ — $ 84 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill are as follows: As of December 31, 2021 2020 Balance as of beginning of year $ 179,118 $ 93,639 Effect of exchange rate changes ( 563 ) 979 Additions 18,518 84,500 Balance as of end of year $ 197,073 $ 179,118 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table summarizes the Company’s intangible assets, net: As of December 31, 2021 Estimated Gross Accumulated Net Customer, affiliate and advertiser relationships 5 - 19 $ 85,663 $ ( 11,695 ) $ 73,968 Developed websites, technology and patents 10 34,939 ( 4,509 ) 30,430 Trademark, trade name and domain name 5 - 16 7,913 ( 2,355 ) 5,558 Proprietary user information database and internet traffic 5 1,133 ( 1,133 ) — Non-Compete agreement 1.5 - 3 600 ( 166 ) 434 Total intangible assets $ 130,248 $ ( 19,858 ) $ 110,390 As of December 31, 2020 Estimated Gross Accumulated Net Customer, affiliate and advertiser relationships 5 - 19 $ 78,283 $ ( 6,595 ) $ 71,688 Developed websites, technology and patents 10 32,535 ( 1,315 ) 31,220 Trademark, trade name and domain name 5 - 16 7,619 ( 1,831 ) 5,788 Proprietary user information database and internet traffic 5 1,149 ( 1,149 ) — Non-Compete agreement 1.5 - 3 230 ( 54 ) 176 Total intangible assets $ 119,816 $ ( 10,944 ) $ 108,872 |
Schedule of Amortization Expense of Intangible Assets | The Company expects amortization expense of intangible assets to be as follows: Years Ending December 31: Amortization 2022 $ 9,310 2023 9,145 2024 9,114 2025 9,076 2026 9,022 Thereafter 64,723 $ 110,390 |
Convertible Notes and Loan Ag_2
Convertible Notes and Loan Agreement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | Further details are included below: Issuance Maturity Date Interest Rate First Interest Payment Date Effective Interest Rate Semi-Annual Interest Payment Dates Initial Conversion Rate per $ 1,000 Principal Initial Conversion Price Number of Shares (in millions) 2025 Notes December 15, 2025 0.125 % June 15, 2021 2.6 % June 15, and December 15 14.1977 $ 70.43 1.0 2026 Notes December 15, 2026 0.0 % –– 0.0 % –– 7.6043 $ 131.50 4.3 |
Schedule of Notes | The Notes consist of the following as of December 31: 2021 2020 Liability Component: 2026 Notes 2025 Notes 2025 Notes Principal $ 414,000 $ 51,381 $ 201,250 Less: debt discount, net of amortization — — 41,059 Less: unamortized debt issuance costs 10,836 1,351 6,309 Net carrying amount $ 403,164 $ 50,030 $ 153,882 |
Schedule Of Interest Expense Recognized | The following table sets forth total interest expense recognized related to the Notes: Year Ended December 31, 2021 2020 0.125% Coupon $ 240 $ 10 Amortization of debt discount and transaction costs 5,364 346 Induced conversion expense 21,229 — $ 26,833 $ 356 |
Schedule of Fair Value and Carrying Value of Debt Instrument | he fair value of the Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s convertible notes classified in equity) were as follows: December 31, 2021 December 31, 2020 Fair Value Carrying Value Fair Value Carrying Value Convertible senior notes $ 490,513 $ 453,194 $ 218,940 $ 153,882 |
Leases and Contingencies (Table
Leases and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Summary of Maturity of Operating Lease Liabilities | As of December 31, 2021 and 2020, operating lease assets were $ 23.3 million and $ 26.0 million and operating lease liabilities were $ 28.1 million and $ 30.6 million, respectively. The maturity of the Company’s operating lease liabilities as of December 31, 2021 were as follows (in thousands): Minimum Lease Years Ending December 31: Payments 2022 $ 4,550 2023 4,666 2024 4,608 2025 3,818 2026 3,809 Thereafter 9,930 Total future minimum lease payments 31,381 Less imputed interest 3,287 Total operating lease liabilities $ 28,094 Included in the condensed consolidated balance sheet: Current operating lease liabilities $ 4,073 Non-current operating lease liabilities 24,021 Total operating lease liabilities $ 28,094 |
Summary of Lease Costs | For the years ended December 31, 2021 and 2020, the total lease cost is comprised of the following amounts (in thousands): December 31, 2021 December 31, 2020 Operating lease expense $ 4,540 $ 3,888 Short-term lease expense 215 73 Total lease expense $ 4,755 $ 3,961 |
Lessee Operating Lease Term and Discount Rate | The following summarizes additional information related to operating leases: As of December 31, 2021 Weighted-average years remaining lease term — operating leases 4.2 Weighted-average discount rate — operating leases 3.4 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Fair Values of Options Granted Estimated Using Weighted-Average Assumptions | The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award. The Company calculated the fair values of the options granted using the following estimated weighted-average assumptions: Years Ended December 31, 2021 2020 2019 Expected volatility 44 % 40 % 39 % Expected term 6 years 6 years 6 years Risk-free interest rate 0.82 % 0.34 % 2.15 % Expected dividend yield — % — % — % Weighted-average grant date fair value per share $ 27.98 $ 11.29 $ 8.08 |
Summary of Stock Option Activity Under Company's Stock Option Plans | A summary of the stock option activity under the Company’s stock option plans for the year ended December 31, 2021 is presented below: Options Weighted- Weighted- Aggregate Options outstanding at December 31, 2020 107,500 $ 17.34 Granted 20,000 66.93 Exercised ( 2,500 ) 6.47 $ 154 Forfeited — — Canceled — — Options outstanding at December 31, 2021 125,000 $ 25.49 6.35 $ 8,771 Options exercisable at December 31, 2021 105,000 $ 17.60 5.76 $ 8,197 Options vested or expected to vest at December 31, 2021 124,250 $ 25.24 6.33 $ 8,750 |
Summary of Restricted Stock Unit Award Activity Under Company's Plans | Restricted stock unit awards are valued at the market price of a share of the Company’s common stock on the date of the grant. A summary of the restricted stock unit award activity under the Company’s plans for the year ended December 31, 2021 is presented below: Shares Weighted- Aggregate Nonvested outstanding at December 31, 2020 1,478,000 $ 31.33 Granted 900,568 74.78 Vested ( 729,968 ) 32.30 Forfeited ( 39,250 ) 62.90 Nonvested outstanding at December 31, 2021 1,609,350 $ 54.45 $ 153,950 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Provision for Income Taxes | Income before provision for income taxes was as follows: Years Ended December 31, 2021 2020 2019 United States $ 5,804 $ 20,271 $ 20,709 Foreign 5,275 2,233 1,339 Income before income taxes $ 11,079 $ 22,504 $ 22,048 |
Income Tax Provision | The income tax provision consisted of the following: Years Ended December 31, 2021 2020 2019 Current: Federal $ 5,587 $ 4,073 $ 3,415 State 1,407 1,230 538 Foreign 263 243 347 Total current 7,257 5,546 4,300 Deferred: Federal ( 867 ) ( 122 ) 742 State 313 2 242 Foreign 3,427 10 ( 111 ) Total deferred 2,873 ( 110 ) 873 $ 10,130 $ 5,436 $ 5,173 |
Difference by Applying the Statutory Federal Income Tax Rate | The income tax provision for the years ended December 31, 2021, 2020 and 2019 differs from the amounts computed by applying the statutory federal income tax rate to consolidated income before provision for income taxes as follows: Years Ended December 31, 2021 2020 2019 Provision computed at statutory rate $ 2,327 $ 4,726 $ 4,630 Increase resulting from: Difference in rates for foreign jurisdictions ( 42 ) 17 18 Stock-based compensation ( 3,903 ) ( 1,314 ) ( 425 ) Nondeductible inducement expense 4,458 — — Other non-deductible expenses 97 548 243 Non-deductible officers compensation 1,665 899 482 State income tax provision 1,344 974 615 Subsidiary earnings taxed in the US 1,176 ( 40 ) ( 11 ) Research and development credit ( 468 ) ( 466 ) ( 387 ) Valuation allowance 474 71 — Change in tax rate 3,006 ( 20 ) — Other ( 4 ) 41 8 Provision for income taxes $ 10,130 $ 5,436 $ 5,173 |
Significant Components of the Company's Net Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred tax assets and liabilities are as follows: As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 6,572 $ 7,533 Right of use operating lease liability 7,016 7,219 Accruals and allowances 2,365 2,287 Stock-based compensation 3,447 1,796 §163(j) interest expense carryover 521 — Other 4 4 Gross deferred tax assets 19,925 18,839 Less valuation allowance ( 1,961 ) ( 304 ) Total deferred tax assets 17,964 18,535 Deferred tax liabilities: Intangible asset ( 23,816 ) ( 22,504 ) Right of use operating lease asset ( 6,066 ) ( 6,186 ) Convertible debt basis difference — ( 10,841 ) Property and equipment ( 3,708 ) ( 2,636 ) Contract liabilities ( 149 ) — Total deferred tax liabilities ( 33,739 ) ( 42,167 ) Net deferred tax liabilities $ ( 15,775 ) $ ( 23,632 ) As reported: Non-current deferred tax assets $ 474 $ 216 Non-current deferred tax liabilities $ ( 16,249 ) $ ( 23,848 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Long-Lived Assets by Geographic Area | Long-lived assets by geographic area were as follows: Years Ended December 31, 2021 2020 United States $ 224,235 $ 195,424 International 101,948 106,227 Total $ 326,183 $ 301,651 |
Customers by Campaign Target Area [Member] | |
Net Sales by Campaign Target Area and Geographic Area | Net sales by campaign target area were as follows (1): Years Ended December 31, 2021 2020 2019 North America $ 162,360 $ 90,919 $ 89,582 International 101,067 57,457 44,375 Total Revenue $ 263,427 $ 148,376 $ 133,957 (1) Net sales to customers by campaign target area is based on the geo-targeted (target audience) location of the campaign. |
Unaffiliated Customers by Geographic Area [Member] | |
Net Sales by Campaign Target Area and Geographic Area | Net sales to unaffiliated customers by geographic area were as follows (2): Years Ended December 31, 2021 2020 2019 United States $ 188,904 $ 103,797 $ 99,669 United Kingdom 36,189 18,405 14,104 Other International 38,334 26,174 20,184 Total $ 263,427 $ 148,376 $ 133,957 (2) Net sales to unaffiliated customers by geographic area is based on the customers’ current billing addresses and does not consider the geo-targeted (target audience) location of the campaign. |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021WebsiteWebinar | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of websites | Website | 150 |
Number Of Webinars Virtual Event Channels | Webinar | 1,080 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2021USD ($)CustomerSegmentReporting_Unit | Dec. 31, 2020USD ($)Customer | Dec. 31, 2019USD ($)Customer | |
Significant Accounting Policies [Line Items] | |||
Number of reporting segment | Segment | 1 | ||
Number of reporting unit | Reporting_Unit | 1 | ||
Intangible assets, other than goodwill, with indefinite lives | $ 0 | $ 0 | |
Depreciation | 7,535,000 | 5,800,000 | $ 4,868,000 |
Write off of fully depreciated assets no longer in service | 1,000,000 | 1,000,000 | 7,300,000 |
Capitalized internal-use software and website development costs | 11,500,000 | 6,100,000 | 5,100,000 |
Reclassifications out of accumulated other comprehensive income | $ 0 | $ 0 | $ 0 |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Significant Accounting Policies [Line Items] | |||
Number of customers represented 10% or more of total accounts receivable | Customer | 0 | 0 | 0 |
Concentration risk, percentage | 10.00% | ||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Significant Accounting Policies [Line Items] | |||
Number of customers accounted for Specific revenue | Customer | 0 | 0 | 0 |
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 18 months | ||
Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives | 19 years | ||
ASU 2020-06 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 | ||
Change in Accounting Principle, Accounting Standards Update, Early Adoption [true false] | true | ||
ASU No. 2019-12 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
ASU No. 2017-04 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
ASU No. 2018-15 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
ASU 2016-13 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
ASU No. 2018-13 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Changes in Company's Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Regulatory Assets [Abstract] | |||
Balance at Beginning of Year | $ 1,754 | $ 1,899 | $ 2,099 |
Provision | 904 | 218 | 339 |
Write-offs, Net of Recoveries | (144) | (363) | (539) |
Balance at End of Year | $ 2,514 | $ 1,754 | $ 1,899 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment and Other Capitalized Assets (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Computer Equipment and Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Internal-use Software and Website Development Costs [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Internal-use Software and Website Development Costs [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Shorter of useful life or remaining duration of lease |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Property and Equipment and Other Capitalized Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 55,765 | $ 44,194 |
Less: accumulated depreciation and amortization | (37,045) | (30,533) |
Property and equipment, net | 18,720 | 13,661 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,367 | 1,339 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,267 | 5,122 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,792 | 3,790 |
Internal-use Software and Website Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 45,339 | $ 33,943 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income | $ 949 | $ 17,068 | $ 16,875 |
Basic: | |||
Weighted average shares of common stock and vested, undelivered restricted stock units outstanding | 28,434,213 | 27,855,888 | 27,873,745 |
Diluted: | |||
Weighted average shares of common stock and vested, undelivered restricted stock units outstanding | 28,434,213 | 27,855,888 | 27,873,745 |
Effect of potentially dilutive shares | 1,039,678 | 818,659 | 437,942 |
Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares | 29,473,891 | 28,674,547 | 28,311,687 |
Basic: | |||
Net income applicable to common stockholders | $ 949 | $ 17,068 | $ 16,875 |
Weighted average shares of stock outstanding | 28,434,213 | 27,855,888 | 27,873,745 |
Net income per common share | $ 0.03 | $ 0.61 | $ 0.61 |
Diluted: | |||
Net income applicable to common stockholders | $ 949 | $ 17,423 | $ 16,875 |
Weighted average shares of stock outstanding | 29,473,891 | 28,674,547 | 28,311,687 |
Net income per common share | $ 0.03 | $ 0.61 | $ 0.60 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income Per Share (Parenthetical) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization and interest expense relating to convertible notes | $ 26,833 | $ 356 | |
Outstanding stock options and unvested restricted stock units excluded from computation of diluted EPS | 14,000 | 0 | 300,000 |
Diluted weighted average shares | 29,473,891 | 28,674,547 | 28,311,687 |
Convertible Debt Securities [Member] | |||
Diluted weighted average shares | 0 | 100,000 | 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Summary of Impact of Accounting Standards Adoption (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Convertible debt | $ 453,194 | $ 194,649 | $ 153,882 |
Additional paid-in capital | 383,436 | 332,555 | 363,055 |
Retained earnings | 38,762 | 37,813 | 37,580 |
Deferred tax liabilities | 16,249 | $ 13,348 | $ 23,848 |
ASU 2020-06 [Member] | Change | |||
Property, Plant and Equipment [Line Items] | |||
Convertible debt | 40,767 | ||
Additional paid-in capital | (30,500) | ||
Retained earnings | 233 | ||
Deferred tax liabilities | $ (10,500) |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | |||
Total Revenue | $ 263,427 | $ 148,376 | $ 133,957 |
North America [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total Revenue | 162,360 | 90,919 | 89,582 |
International [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Total Revenue | $ 101,067 | $ 57,457 | $ 44,375 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Revenue Arrangement [Line Items] | ||||
Contract liabilities | $ 30,492 | $ 15,689 | $ 4,335 | $ 5,573 |
Deferred revenue, acquired | $ 9,700 | 9,700 | ||
Minimum [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred revenue payment terms | 30 days | |||
Maximum [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred revenue payment terms | 90 days | |||
Amortization period of contract assets | 1 year | |||
Contract with customer contract period | 1 year | |||
Revenue recognition timing of invoicing period | 1 year | |||
Contract Liabilities [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Accrued sales incentives | $ 2,600 | 2,200 | ||
Contract Liabilities [Member] | Topic 606 [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Contract liabilities | $ 30,500 | $ 15,700 |
Revenue - Schedule of Deferred
Revenue - Schedule of Deferred Revenue Included in Contract Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Recognition [Abstract] | |||
Contract Liabilities, Balance | $ 15,689 | $ 4,335 | $ 5,573 |
Billings | 278,230 | 19,769 | 7,666 |
Revenue Recognized | (263,427) | (8,415) | (8,904) |
Contract Liabilities, Balance | $ 30,492 | $ 15,689 | $ 4,335 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Carried at Fair Value and Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total assets | $ 20,076 | $ 84 |
Liabilities: | ||
Total liabilities | 7,979 | 2,778 |
Short-Term Investments [Member] | ||
Assets: | ||
Total assets | 20,076 | 84 |
Contingent Consideration - Current [Member] | ||
Liabilities: | ||
Total liabilities | 5,200 | 1,027 |
Contingent Consideration - Non-current [Member] | ||
Liabilities: | ||
Total liabilities | 2,779 | 1,751 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets: | ||
Total assets | 15,000 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Short-Term Investments [Member] | ||
Assets: | ||
Total assets | 15,000 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Total assets | 5,076 | 84 |
Significant Other Observable Inputs (Level 2) [Member] | Short-Term Investments [Member] | ||
Assets: | ||
Total assets | 5,076 | 84 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Total liabilities | 7,979 | 2,778 |
Significant Unobservable Inputs (Level 3) [Member] | Contingent Consideration - Current [Member] | ||
Liabilities: | ||
Total liabilities | 5,200 | 1,027 |
Significant Unobservable Inputs (Level 3) [Member] | Contingent Consideration - Non-current [Member] | ||
Liabilities: | ||
Total liabilities | $ 2,779 | $ 1,751 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Contingent Consideration Categorized as Level 3 (Detail) - Contingent Consideration [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Balance as of December 31, 2020 | $ 2,778 |
Liabilities resulting from acquisitions | 2,500 |
Payments on contingent liabilities | (1,059) |
Amortization of discount on contingent liabilities | 162 |
Remeasurement of contingent liabilities | 3,598 |
Balance as of December 31, 2021 | 7,979 |
Amounts included in accrued expenses and other current liabilities | 5,200 |
Amounts included in Other liabilities | 2,779 |
Total Contingent Consideration | $ 7,979 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | Dec. 23, 2020USD ($) | Jul. 31, 2021USD ($) | Dec. 31, 2020USD ($)Company | Dec. 31, 2021USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||||
Goodwill | $ 179,118 | $ 197,073 | $ 93,639 | ||
Bright TALK [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of cash consideration transferred | $ 151,000 | ||||
Date of acquisition | Dec. 23, 2020 | ||||
Goodwill | $ 71,846 | $ 74,208 | |||
Bright TALK [Member] | General and Administrative [Member] | |||||
Business Acquisition [Line Items] | |||||
Transaction costs | $ 5,000 | ||||
Other Acquisitions [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of cash consideration transferred | $ 25,000 | ||||
Number of acquisitions | Company | 2 | ||||
Contingent consideration | $ 2,200 | ||||
Intangible assets | 17,100 | ||||
Assumed liabilities | 3,500 | ||||
Goodwill | $ 12,700 | ||||
2021 Acquisition | |||||
Business Acquisition [Line Items] | |||||
Fair value of cash consideration transferred | $ 24,300 | ||||
Negative working capital | 700 | ||||
Negative contingent consideration | 2,500 | ||||
Revenue growth targets and adjusted actual maximum payments | 5,000 | ||||
Intangible assets | 11,400 | ||||
Goodwill | $ 16,100 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Purchase Price Allocation as of the Date Acquired, and Adjustments (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 23, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 197,073 | $ 179,118 | $ 93,639 | |
Bright TALK [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 1,997 | $ 1,997 | ||
Accounts receivable | 11,810 | 11,810 | ||
Operating lease right-of-use assets | 1,986 | 1,986 | ||
Other assets | 2,616 | 2,948 | ||
Goodwill | 74,208 | 71,846 | ||
Intangible assets | 90,370 | 90,370 | ||
Accounts payable, accrued expenses and other liabilities | (11,285) | (9,194) | ||
Unearned revenue | (6,980) | (6,980) | ||
Operating lease liabilities | (2,446) | (2,446) | ||
Deferred tax liabilities and income tax payable | (11,429) | (11,490) | ||
Net Assets acquired | 150,847 | $ 150,847 | ||
Bright TALK [Member] | Restatement Adjustment Member | ||||
Business Acquisition [Line Items] | ||||
Other assets | (332) | |||
Goodwill | 2,362 | |||
Accounts payable, accrued expenses and other liabilities | (2,091) | |||
Deferred tax liabilities and income tax payable | $ (61) |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investments [Abstract] | |||
Cumulative unrealized loss, net of taxes | $ (14) | $ 0 | $ 0 |
Realized gains or (losses) | $ 0 | $ (42) |
Investments - Short-term and Lo
Investments - Short-term and Long-term Investments (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 20,090 | $ 84 |
Gross Unrealized Losses | (14) | |
Estimated Fair Value | 20,076 | 84 |
Pooled Bond Fund [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 84 | |
Estimated Fair Value | $ 84 | |
Pooled Bond and Money Market Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 20,090 | |
Gross Unrealized Losses | (14) | |
Estimated Fair Value | $ 20,076 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance as of beginning of year | $ 179,118 | $ 93,639 |
Effect of exchange rate changes | (563) | 979 |
Additions | 18,518 | 84,500 |
Balance as of end of year | $ 197,073 | $ 179,118 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 130,248 | $ 119,816 |
Accumulated Amortization | (19,858) | (10,944) |
Total intangible assets | $ 110,390 | 108,872 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 18 months | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 19 years | |
Customer, Affiliate and Advertiser Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 85,663 | 78,283 |
Accumulated Amortization | (11,695) | (6,595) |
Total intangible assets | $ 73,968 | $ 71,688 |
Customer, Affiliate and Advertiser Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Customer, Affiliate and Advertiser Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 19 years | 19 years |
Developed Websites, Technology and Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 10 years | 10 years |
Gross Carrying Amount | $ 34,939 | $ 32,535 |
Accumulated Amortization | (4,509) | (1,315) |
Total intangible assets | 30,430 | 31,220 |
Trademarks, Trade Name and Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,913 | 7,619 |
Accumulated Amortization | (2,355) | (1,831) |
Total intangible assets | $ 5,558 | $ 5,788 |
Trademarks, Trade Name and Domain Name [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Trademarks, Trade Name and Domain Name [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 16 years | 16 years |
Proprietary User Information Database and Internet Traffic [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Gross Carrying Amount | $ 1,133 | $ 1,149 |
Accumulated Amortization | (1,133) | (1,149) |
Non-Compete Agreement [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 600 | 230 |
Accumulated Amortization | (166) | (54) |
Total intangible assets | $ 434 | $ 176 |
Non-Compete Agreement [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 1 year 6 months | 1 year 6 months |
Non-Compete Agreement [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 3 years | 3 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Remaining amortization period | 6 years 10 months 24 days | ||
Amortization of intangible assets | $ 9,200,000 | $ 500,000 | $ 100,000 |
Write off of intangible assets | $ 0 | $ 0 | |
Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 18 months | ||
Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 19 years |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 9,310 | |
2023 | 9,145 | |
2024 | 9,114 | |
2025 | 9,076 | |
2026 | 9,022 | |
Thereafter | 64,723 | |
Total intangible assets | $ 110,390 | $ 108,872 |
Convertible Notes and Loan Ag_3
Convertible Notes and Loan Agreement - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions | Dec. 15, 2021 | Oct. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Line Of Credit Facility [Line Items] | |||||
Debt instrument converted | $ 1,000 | $ 1,000 | $ 1,000 | ||
Threshold percentage of stock price trigger | 130.00% | ||||
Percentage of sale price of common stock and conversion rate | 98.00% | ||||
Implied interest rate | 5.00% | ||||
Fair value of liability component of debt | 158,800,000 | $ 158,800,000 | |||
Aggregate principal amount | 201,300,000 | 201,300,000 | |||
Equity component of the notes | 42,500,000 | 42,500,000 | |||
Transaction costs of notes | 5,250,000 | 5,250,000 | |||
Transaction costs of equity component | 1,400,000 | ||||
Induced conversion expenses | 21,229,000 | ||||
Western Alliance Bank [Member] | 2021 Loan Agreement [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Credit line | $ 75,000,000 | ||||
Letter-of-credit sublimit | $ 5,000,000 | ||||
Credit facility, Maturity date | Oct. 29, 2023 | ||||
Credit line, outstanding amount | $ 0 | $ 0 | |||
Western Alliance Bank [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | 2021 Loan Agreement [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Interest rate | 2.00% | ||||
Western Alliance Bank [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | 2021 Loan Agreement [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Interest rate | 2.75% | ||||
Common Stock [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Closing price of common stock | $ 95.66 | $ 95.66 | |||
Repurchase of shares | 0.8 | ||||
0.125% Convertible Senior Notes [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Aggregate principal amount of term loan borrowed | $ 201,300,000 | ||||
2025 Notes {Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Aggregate principal amount of term loan borrowed | $ 201,300,000 | ||||
Loan facility maturity date | Dec. 15, 2025 | Dec. 15, 2025 | Dec. 15, 2025 | ||
Debt instrument conversion date | Sep. 14, 2025 | ||||
Threshold percentage of stock price trigger | 130.00% | ||||
Aggregate principal amount | $ 51,381,000 | $ 201,250,000 | $ 51,381,000 | ||
Transaction costs of notes | $ 4,000,000 | 1,351,000 | $ 6,309,000 | 1,351,000 | |
Repurchase and retire amount | 149,900,000 | ||||
Induced conversion expenses | $ 21,200,000 | ||||
2025 Notes {Member] | Minimum [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument converted | 46,300 | $ 46,300 | |||
2026 Notes [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Aggregate principal amount of term loan borrowed | $ 414,000,000 | ||||
Loan facility maturity date | Dec. 15, 2026 | Dec. 15, 2026 | |||
Debt instrument conversion date | Sep. 14, 2026 | ||||
Aggregate principal amount | $ 414,000,000 | $ 414,000,000 | |||
Transaction costs of notes | $ 10,836,000 | $ 10,836,000 |
Convertible Notes and Loan Ag_4
Convertible Notes and Loan Agreement - Schedule of Convertible Notes (Detail) | 12 Months Ended | |
Dec. 31, 2021shares$ / shares | Dec. 31, 2020 | |
2025 Notes {Member] | ||
Debt Instrument [Line Items] | ||
Maturity Date | Dec. 15, 2025 | Dec. 15, 2025 |
Interest Rate | 0.125% | |
First Interest Payment Date | Jun. 15, 2021 | |
Effective Interest Rate | 2.60% | |
Semi-Annual Interest Payment Dates | June 15, and December 15 | |
Initial Conversion Rate per $1,000 Principal | 14.1977 | |
Initial Conversion Price | $ / shares | $ 70.43 | |
Number of Shares (in millions) | shares | 1,000,000 | |
2026 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Maturity Date | Dec. 15, 2026 | |
Interest Rate | 0.00% | |
Effective Interest Rate | 0.00% | |
Initial Conversion Rate per $1,000 Principal | 7.6043 | |
Initial Conversion Price | $ / shares | $ 131.50 | |
Number of Shares (in millions) | shares | 4,300,000 |
Convertible Notes and Loan Ag_5
Convertible Notes and Loan Agreement - Schedule of Convertible Notes [Parenthetical] (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Debt instrument converted | $ 1,000 | $ 1,000 |
Convertible Notes and Loan Ag_6
Convertible Notes and Loan Agreement - Schedule of Notes (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 15, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 201,300 | ||
Less: unamortized debt issuance costs | 5,250 | ||
2026 Notes [Member] | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | 414,000 | ||
Less: unamortized debt issuance costs | 10,836 | ||
Net carrying amount | 403,164 | ||
2025 Notes {Member] | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | 51,381 | $ 201,250 | |
Less: debt discount, net of amortization | 41,059 | ||
Less: unamortized debt issuance costs | 1,351 | $ 4,000 | 6,309 |
Net carrying amount | $ 50,030 | $ 153,882 |
Convertible Notes and Loan Ag_7
Convertible Notes and Loan Agreement - Schedule Of Interest Expense Recognized (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
0.125% Coupon | $ 240 | $ 10 |
Amortization of debt discount and transaction costs | 5,364 | 346 |
Induced conversion expenses | 21,229 | |
Interest expense recognized | $ 26,833 | $ 356 |
Convertible Notes and Loan Ag_8
Convertible Notes and Loan Agreement - Schedule of Fair Value and Carrying Value of Debt Instrument (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | |||
Convertible senior notes, Fair Value | $ 490,513 | $ 218,940 | |
Convertible senior notes, Carrying Value | $ 453,194 | $ 194,649 | $ 153,882 |
Leases and Contingencies - Addi
Leases and Contingencies - Additional Information (Detail) | May 01, 2021USD ($) | Jan. 01, 2018USD ($) | Oct. 26, 2017ft² | Apr. 30, 2021USD ($)ft² | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Lessee Lease Description [Line Items] | ||||||
Operating lease assets (right -of-use assets) | $ 23,339,000 | $ 26,031,000 | ||||
Operating lease liabilities | 28,094,000 | 30,600,000 | ||||
Charges, claims related to litigation | $ 0 | $ 0 | ||||
Minimum [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Lessee, operating lease, renewal term | 1 year | |||||
Maximum [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Lessee, operating lease, renewal term | 5 years | |||||
Third Amendment Newton Lease [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Lease extension date | Dec. 31, 2029 | |||||
Operating lease term option to extend | 5 years | |||||
Amendment effective date | Jan. 1, 2018 | |||||
Base monthly rent | $ 300,000 | |||||
Percentage increase in base rent | 1.00% | |||||
Third Amendment Newton Lease [Member] | Minimum [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Lease agreement for office | ft² | 74,000 | |||||
Third Amendment Newton Lease [Member] | Maximum [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Lease agreement for office | ft² | 110,000 | |||||
Fourth Amendment [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
One-time cash allowance | $ 600,000 | |||||
Amendment effective month and year | 2021-05 | |||||
Base monthly rent | $ 300,000 | |||||
Fourth Amendment [Member] | Minimum [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Lease agreement for office | ft² | 68,000 | |||||
Fourth Amendment [Member] | Maximum [Member] | ||||||
Lessee Lease Description [Line Items] | ||||||
Lease agreement for office | ft² | 74,000 |
Leases and Contingencies - Summ
Leases and Contingencies - Summary of Maturity of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 | $ 4,550 | |
2023 | 4,666 | |
2024 | 4,608 | |
2025 | 3,818 | |
2026 | 3,809 | |
Thereafter | 9,930 | |
Total future minimum lease payments | 31,381 | |
Less imputed interest | 3,287 | |
Total operating lease liabilities | $ 28,094 | $ 30,600 |
Leases and Contingencies - Su_2
Leases and Contingencies - Summary of Operating Lease Liabilities Included in Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets and Liabilities, Lessee [Abstract] | ||
Current operating lease liability | $ 4,073 | $ 3,611 |
Non-current operating lease liability | 24,021 | 26,943 |
Total operating lease liabilities | $ 28,094 | $ 30,600 |
Leases and Contingencies - Su_3
Leases and Contingencies - Summary of Lease Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Operating lease expense | $ 4,540 | $ 3,888 |
Short-term lease expense | 215 | 73 |
Total lease expense | $ 4,755 | $ 3,961 |
Leases and Contingencies - Su_4
Leases and Contingencies - Summary of Additional Information Related to Operating Leases (Detail) | Dec. 31, 2021 |
Lease, Cost [Abstract] | |
Weighted-average years remaining lease term — operating leases | 4 years 2 months 12 days |
Weighted-average discount rate — operating leases | 3.40% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 16, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Common stock outstanding under the plan | 125,000 | 107,500 | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||
Aggregate Intrinsic Value, Exercised | $ 154 | $ 1,600 | $ 1,300 | ||
Cash received from exercise of options | 16 | 551 | 386 | ||
Employee service share-based compensation, nonvested units, compensation cost not yet recognized | $ 73,800 | ||||
Employee service share-based compensation, nonvested units, compensation cost not yet recognized, period for recognition | 2 years | ||||
Restricted Stock Units [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Grant date fair value of restricted stock units vested | $ 23,600 | $ 14,700 | $ 11,400 | ||
Stock Option 2007 Plan [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Expiry date | 2017-05 | ||||
New awards granted | 0 | ||||
Common stock outstanding under the plan | 37,500 | ||||
Stock Option 2017 Plan [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Common stock shares reserved for issuance | 3,108,820 | 3,000,000 | |||
Common stock additional shares authorized for issuance | 3,800,000 | ||||
Common stock outstanding under the plan | 1,728,725 | ||||
Plan effective date | Jun. 16, 2017 | ||||
Minimum [Member] | Stock Option 2007 Plan [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Period of grants vested | 3 years | ||||
Minimum [Member] | Stock Option 2017 Plan [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Period of grants vested | 3 years | ||||
Maximum [Member] | Stock Option 2007 Plan [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Period of grants vested | 4 years | ||||
Period of grants expired | 10 years | ||||
Maximum [Member] | Stock Option 2017 Plan [Member] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||
Period of grants expired | 10 years |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Values of Options Granted Estimated Using Weighted-Average Assumptions (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Expected volatility | 44.00% | 40.00% | 39.00% |
Expected term | 6 years | 6 years | 6 years |
Risk-free interest rate | 0.82% | 0.34% | 2.15% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Weighted-average grant date fair value per share | $ 27.98 | $ 11.29 | $ 8.08 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity under Company's Stock Option Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Options outstanding, beginning balance | 107,500 | ||
Options Outstanding, Granted | 20,000 | ||
Options Outstanding, Exercised | (2,500) | ||
Options outstanding, ending balance | 125,000 | 107,500 | |
Options Outstanding, Options exercisable | 105,000 | ||
Options Outstanding, Options vested or expected to vest | 124,250 | ||
Weighted-Average Exercise Price Per Share, Options outstanding, beginning balance | $ 17.34 | ||
Weighted-Average Exercise Price Per Share, Granted | 66.93 | ||
Weighted-Average Exercise Price Per Share, Exercised | 6.47 | ||
Weighted- Average Exercise Price Per Share, Options outstanding, ending balance | 25.49 | $ 17.34 | |
Weighted- Average Exercise Price Per Share, Options exercisable | 17.60 | ||
Weighted-Average Exercise Price Per Share, Options vested or expected to vest | $ 25.24 | ||
Weighted-Average Remaining Contractual Term in Years, Options outstanding | 6 years 4 months 6 days | ||
Weighted-Average Remaining Contractual Term in Years, Options exercisable | 5 years 9 months 3 days | ||
Weighted-Average Remaining Contractual Term in Years, Options vested or expected to vest | 6 years 3 months 29 days | ||
Aggregate Intrinsic Value, Exercised | $ 154 | $ 1,600 | $ 1,300 |
Aggregate Intrinsic Value, Options outstanding | 8,771 | ||
Aggregate Intrinsic Value, Options exercisable | 8,197 | ||
Aggregate Intrinsic Value, Options vested or expected to vest | $ 8,750 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Unit Award Activity Under Company's Plans (Detail) - Restricted Stock [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Nonvested outstanding, beginning balance | shares | 1,478,000 |
Shares, Granted | shares | 900,568 |
Shares, Vested | shares | (729,968) |
Shares, Forfeited | shares | (39,250) |
Shares, Nonvested outstanding, ending balance | shares | 1,609,350 |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, beginning balance | $ / shares | $ 31.33 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 74.78 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 32.30 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 62.90 |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, ending balance | $ / shares | $ 54.45 |
Aggregate Intrinsic Value, Nonvested outstanding | $ | $ 153,950 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2020 | Nov. 07, 2018 | |
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||||
Common stock repurchase, amount | $ 14,824,000 | $ 7,067,000 | |||
November 2018 Stock Repurchase Plan [Member] | |||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||||
Common stock repurchase authorized amount | $ 25,000,000 | ||||
Common stock repurchased, shares | 736,760 | 411,849 | |||
Common stock repurchase, amount | $ 14,800,000 | $ 7,100,000 | |||
Stock repurchased, average price per share | $ 20.10 | $ 17.14 | |||
Common stock repurchase termination month and year | 2020-05 | ||||
May 2020 Repurchase Program [Member] | |||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||||
Common stock repurchase authorized amount | $ 25,000,000 | ||||
Common stock repurchase, amount | $ 0 | ||||
2007 and 2017 Plans [Member] | |||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||||
Common stock reserved | 4,875,045 | ||||
2007 and 2017 Plans [Member] | 0.125% Convertible Senior Notes [Member] | |||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | |||||
Common stock reserved | 5,349,986 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 5,804 | $ 20,271 | $ 20,709 |
Foreign | 5,275 | 2,233 | 1,339 |
Income before provision for income taxes | $ 11,079 | $ 22,504 | $ 22,048 |
Income Taxes - Income Tax Provi
Income Taxes - Income Tax Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 5,587 | $ 4,073 | $ 3,415 |
State | 1,407 | 1,230 | 538 |
Foreign | 263 | 243 | 347 |
Total current | 7,257 | 5,546 | 4,300 |
Deferred: | |||
Federal | (867) | (122) | 742 |
State | 313 | 2 | 242 |
Foreign | 3,427 | 10 | (111) |
Total deferred | 2,873 | (110) | 873 |
Provision for income taxes | $ 10,130 | $ 5,436 | $ 5,173 |
Income Taxes - Difference by Ap
Income Taxes - Difference by Applying the Statutory Federal Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Provision computed at statutory rate | $ 2,327 | $ 4,726 | $ 4,630 |
Increase resulting from: | |||
Difference in rates for foreign jurisdictions | (42) | 17 | 18 |
Stock-based compensation | (3,903) | (1,314) | (425) |
Nondeductible inducement expense | 4,458 | ||
Other non-deductible expenses | 97 | 548 | 243 |
Non-deductible officers compensation | 1,665 | 899 | 482 |
State income tax provision | 1,344 | 974 | 615 |
Subsidiary earnings taxed in the US | 1,176 | (40) | (11) |
Research and development credit | (468) | (466) | (387) |
Valuation allowance | 474 | 71 | |
Change in tax rate | 3,006 | (20) | |
Other | (4) | 41 | 8 |
Provision for income taxes | $ 10,130 | $ 5,436 | $ 5,173 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of the Company's Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 6,572 | $ 7,533 | |
Right of use operating lease liability | 7,016 | 7,219 | |
Accruals and allowances | 2,365 | 2,287 | |
Stock-based compensation | 3,447 | 1,796 | |
163(j) interest expense carryover | 521 | ||
Other | 4 | 4 | |
Gross deferred tax assets | 19,925 | 18,839 | |
Less valuation allowance | (1,961) | (304) | |
Total deferred tax assets | 17,964 | 18,535 | |
Deferred tax liabilities: | |||
Intangible asset | (23,816) | (22,504) | |
Right of use operating lease asset | (6,066) | (6,186) | |
Convertible debt basis difference | (10,841) | ||
Property and equipment | (3,708) | (2,636) | |
Contract liabilities | (149) | ||
Total deferred tax liabilities | (33,739) | (42,167) | |
Net deferred tax liabilities | (15,775) | (23,632) | |
As reported: | |||
Non-current deferred tax assets | 474 | 216 | |
Non-current deferred tax liabilities | $ (16,249) | $ (13,348) | $ (23,848) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Taxes [Line Items] | ||
Valuation allowance | $ 1,961,000 | $ 304,000 |
Unrecognized tax expenses | 0 | |
Undistributed earnings, foreign subsidiaries | 12,200,000 | |
Expire in 2036 | ||
Income Taxes [Line Items] | ||
NOL carryforwards | 6,700,000 | |
Foreign Country [Member] | ||
Income Taxes [Line Items] | ||
NOL carryforwards | 5,800,000 | |
Foreign Country [Member] | Hong Kong [Member] | ||
Income Taxes [Line Items] | ||
Valuation allowance | 100,000 | |
Federal and State [Member] | ||
Income Taxes [Line Items] | ||
NOL carryforwards | $ 20,000,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Segment Information - Net Sales
Segment Information - Net Sales by Campaign Target Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | $ 263,427 | $ 148,376 | $ 133,957 |
Customers by Campaign Target Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | 263,427 | 148,376 | 133,957 |
North America [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | 162,360 | 90,919 | 89,582 |
North America [Member] | Customers by Campaign Target Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | 162,360 | 90,919 | 89,582 |
International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | 101,067 | 57,457 | 44,375 |
International [Member] | Customers by Campaign Target Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenue | $ 101,067 | $ 57,457 | $ 44,375 |
Segment Information - Net Sal_2
Segment Information - Net Sales to Customers by Geographic Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales, Total | $ 263,427 | $ 148,376 | $ 133,957 |
Unaffiliated Customers by Geographic Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales, Total | 263,427 | 148,376 | 133,957 |
United States [Member] | Unaffiliated Customers by Geographic Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales, Total | 188,904 | 103,797 | 99,669 |
United Kingdom [Member] | Unaffiliated Customers by Geographic Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales, Total | 36,189 | 18,405 | 14,104 |
Other International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales, Total | 101,067 | 57,457 | 44,375 |
Other International [Member] | Unaffiliated Customers by Geographic Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales, Total | $ 38,334 | $ 26,174 | $ 20,184 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 326,183 | $ 301,651 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | 224,235 | 195,424 |
International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 101,948 | $ 106,227 |
401(k) Plans - Additional Infor
401(k) Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Company's contribution to the plan, amount | $ 1.7 | $ 1.2 | $ 1.2 |