Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40643 | |
Entity Registrant Name | Outbrain Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5391629 | |
Entity Address, Address Line One | 111 West 19th Street, | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | (646) | |
Local Phone Number | 859-8594 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | OB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 55,507,975 | |
Entity Central Index Key | 0001454938 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 482,447 | $ 93,641 |
Accounts receivable, net of allowances | 161,325 | 165,449 |
Prepaid expenses and other current assets | 27,734 | 18,326 |
Total current assets | 671,506 | 277,416 |
Property, equipment and capitalized software, net | 24,782 | 24,756 |
Intangible assets, net | 6,704 | 9,812 |
Goodwill | 32,881 | 32,881 |
Other assets | 11,471 | 11,621 |
TOTAL ASSETS | 747,344 | 356,486 |
CURRENT LIABILITIES: | ||
Accounts payable | 139,208 | 118,491 |
Accrued compensation and benefits | 22,081 | 23,000 |
Accrued and other current liabilities | 104,066 | 109,747 |
Deferred revenue | 5,462 | 5,512 |
Total current liabilities | 270,817 | 256,750 |
Long-term debt | 236,000 | 0 |
Other liabilities | 15,963 | 17,105 |
TOTAL LIABILITIES | 522,780 | 273,855 |
Commitments and contingencies (Note 8) | ||
Convertible preferred stock, par value of $0.001 per share — 100,000,000 shares authorized and no shares outstanding as of September 30, 2021, and 27,766,563 shares authorized and 27,652,449 of Series A, B, C, D, E, F, G and H outstanding as of December 31, 2020. | 0 | 162,444 |
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common stock, par value of $0.001 per share — 1,000,000,000 shares authorized and 55,467,215 shares issued and outstanding as of September 30, 2021, and 65,183,785 shares authorized and 17,158,802 shares issued and outstanding as of December 31, 2020. | 55 | 17 |
Additional paid-in capital | 426,030 | 92,705 |
Accumulated other comprehensive loss | (5,317) | (4,290) |
Accumulated deficit | (196,204) | (168,245) |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 224,564 | (79,813) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 747,344 | $ 356,486 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 100,000,000 | 27,766,563 |
Convertible preferred stock, shares outstanding | 0 | 27,652,449 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 65,183,785 |
Common stock, shares issued | 55,467,215 | 17,158,802 |
Common stock, shares outstanding | 55,467,215 | 17,158,802 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 250,784 | $ 186,510 | $ 725,961 | $ 521,704 |
Traffic acquisition costs | 182,669 | 137,866 | 530,606 | 392,812 |
Other cost of revenue | 7,846 | 6,771 | 22,555 | 22,292 |
Total cost of revenue | 190,515 | 144,637 | 553,161 | 415,104 |
Gross profit | 60,269 | 41,873 | 172,800 | 106,600 |
Operating expenses: | ||||
Research and development | 10,659 | 6,867 | 27,561 | 20,752 |
Sales and marketing | 26,047 | 17,476 | 67,101 | 55,587 |
General and administrative | 29,979 | 13,909 | 52,619 | 35,858 |
Total operating expenses | 66,685 | 38,252 | 147,281 | 112,197 |
(Loss) income from operations | (6,416) | 3,621 | 25,519 | (5,597) |
Other (expense) income, net: | ||||
Charges related to exchange of senior notes upon IPO | (42,049) | 0 | (42,049) | 0 |
Interest expense | (1,656) | (196) | (2,015) | (627) |
Interest income and other income (expense), net | 1,218 | (878) | (1,978) | (322) |
Total other (expense) income, net | (42,487) | (1,074) | (46,042) | (949) |
(Loss) income before provision for income taxes | (48,903) | 2,547 | (20,523) | (6,546) |
Provision for income taxes | 5,003 | 6 | 7,436 | 3,106 |
Net (loss) income | $ (53,906) | $ 2,541 | $ (27,959) | $ (9,652) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 47,859,056 | 16,846,853 | 27,645,471 | 16,747,054 |
Diluted (in shares) | 47,859,056 | 19,460,110 | 27,645,471 | 16,747,054 |
Net (loss) income per common share: | ||||
Basic (in usd per share) | $ (1.13) | $ 0.06 | $ (1.01) | $ (0.58) |
Diluted (in usd per share) | $ (1.13) | $ 0.05 | $ (1.01) | $ (0.58) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (53,906) | $ 2,541 | $ (27,959) | $ (9,652) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | (1,187) | 1,006 | (1,027) | (676) |
Comprehensive (loss) income | $ (55,093) | $ 3,547 | $ (28,986) | $ (10,328) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Convertible Preferred Stock, Balance - beginning of period (in shares) at Dec. 31, 2019 | 27,652,449 | ||||
Convertible Preferred Stock, Balance - beginning of period at Dec. 31, 2019 | $ 162,444 | ||||
Convertible Preferred Stock, Balance - end of period (in shares) at Sep. 30, 2020 | 27,652,449 | ||||
Convertible Preferred Stock, Balance - end of period at Sep. 30, 2020 | $ 162,444 | ||||
Balance - beginning of period (in shares) at Dec. 31, 2019 | 16,584,315 | ||||
Balance - beginning of period at Dec. 31, 2019 | (89,662) | $ 17 | $ 88,446 | $ (5,523) | $ (172,602) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of employee stock options (in shares) | 105,785 | ||||
Issuance of common stock upon exercise of employee stock options and warrants | 475 | 475 | |||
Issuance of common stock upon vesting of restricted stock units (in shares) | 222,451 | ||||
Stock-based compensation | 2,759 | 2,759 | |||
Other comprehensive income (loss) | (676) | (676) | |||
Net (loss) income | (9,652) | (9,652) | |||
Other | (6) | (6) | |||
Balance - end of period (in shares) at Sep. 30, 2020 | 16,912,551 | ||||
Balance - end of period at Sep. 30, 2020 | $ (96,762) | $ 17 | 91,680 | (6,199) | (182,260) |
Convertible Preferred Stock, Balance - beginning of period (in shares) at Jun. 30, 2020 | 27,652,449 | ||||
Convertible Preferred Stock, Balance - beginning of period at Jun. 30, 2020 | $ 162,444 | ||||
Convertible Preferred Stock, Balance - end of period (in shares) at Sep. 30, 2020 | 27,652,449 | ||||
Convertible Preferred Stock, Balance - end of period at Sep. 30, 2020 | $ 162,444 | ||||
Balance - beginning of period (in shares) at Jun. 30, 2020 | 16,832,815 | ||||
Balance - beginning of period at Jun. 30, 2020 | (101,272) | $ 17 | 90,717 | (7,205) | (184,801) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of employee stock options (in shares) | 5,260 | ||||
Issuance of common stock upon exercise of employee stock options and warrants | 37 | 37 | |||
Issuance of common stock upon vesting of restricted stock units (in shares) | 74,476 | ||||
Stock-based compensation | 926 | 926 | |||
Other comprehensive income (loss) | 1,006 | 1,006 | |||
Net (loss) income | 2,541 | 2,541 | |||
Balance - end of period (in shares) at Sep. 30, 2020 | 16,912,551 | ||||
Balance - end of period at Sep. 30, 2020 | $ (96,762) | $ 17 | 91,680 | (6,199) | (182,260) |
Convertible Preferred Stock, Balance - beginning of period (in shares) at Dec. 31, 2020 | 27,652,449 | ||||
Convertible Preferred Stock, Balance - beginning of period at Dec. 31, 2020 | $ 162,444 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Conversion of convertible preferred stock to common stock (in shares) | (27,652,449) | ||||
Conversion of convertible preferred stock to common stock | $ (162,444) | ||||
Convertible Preferred Stock, Balance - end of period (in shares) at Sep. 30, 2021 | 0 | ||||
Convertible Preferred Stock, Balance - end of period at Sep. 30, 2021 | $ 0 | ||||
Balance - beginning of period (in shares) at Dec. 31, 2020 | 17,158,802 | 17,158,802 | |||
Balance - beginning of period at Dec. 31, 2020 | $ (79,813) | $ 17 | 92,705 | (4,290) | (168,245) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of convertible preferred stock to common stock (in shares) | 28,091,267 | ||||
Conversion of convertible preferred stock to common stock | 162,444 | $ 28 | 162,416 | ||
Issuance of common stock from initial public offering, net of issuance costs (in shares) | 8,000,000 | ||||
Issuance of common stock from initial public offering, net of issuance costs | $ 145,105 | $ 8 | 145,097 | ||
Issuance of common stock upon exercise of employee stock options (in shares) | 1,636,996 | 1,824,770 | |||
Issuance of common stock upon exercise of employee stock options and warrants | $ 4,327 | $ 2 | 4,325 | ||
Issuance of common stock upon vesting of restricted stock units (in shares) | 392,376 | ||||
Stock-based compensation | 21,487 | 21,487 | |||
Other comprehensive income (loss) | (1,027) | (1,027) | |||
Net (loss) income | $ (27,959) | (27,959) | |||
Balance - end of period (in shares) at Sep. 30, 2021 | 55,467,215 | 55,467,215 | |||
Balance - end of period at Sep. 30, 2021 | $ 224,564 | $ 55 | 426,030 | (5,317) | (196,204) |
Convertible Preferred Stock, Balance - beginning of period (in shares) at Jun. 30, 2021 | 27,652,449 | ||||
Convertible Preferred Stock, Balance - beginning of period at Jun. 30, 2021 | $ 162,444 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Conversion of convertible preferred stock to common stock (in shares) | (27,652,449) | ||||
Conversion of convertible preferred stock to common stock | $ (162,444) | ||||
Convertible Preferred Stock, Balance - end of period (in shares) at Sep. 30, 2021 | 0 | ||||
Convertible Preferred Stock, Balance - end of period at Sep. 30, 2021 | $ 0 | ||||
Balance - beginning of period (in shares) at Jun. 30, 2021 | 17,764,264 | ||||
Balance - beginning of period at Jun. 30, 2021 | (49,133) | $ 18 | 97,277 | (4,130) | (142,298) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Conversion of convertible preferred stock to common stock (in shares) | 28,091,267 | ||||
Conversion of convertible preferred stock to common stock | 162,444 | $ 28 | 162,416 | ||
Issuance of common stock from initial public offering, net of issuance costs (in shares) | 8,000,000 | ||||
Issuance of common stock from initial public offering, net of issuance costs | 145,105 | $ 8 | 145,097 | ||
Issuance of common stock upon exercise of employee stock options (in shares) | 1,428,879 | ||||
Issuance of common stock upon exercise of employee stock options and warrants | 2,793 | $ 1 | 2,792 | ||
Issuance of common stock upon vesting of restricted stock units (in shares) | 182,805 | ||||
Stock-based compensation | 18,448 | 18,448 | |||
Other comprehensive income (loss) | (1,187) | (1,187) | |||
Net (loss) income | $ (53,906) | (53,906) | |||
Balance - end of period (in shares) at Sep. 30, 2021 | 55,467,215 | 55,467,215 | |||
Balance - end of period at Sep. 30, 2021 | $ 224,564 | $ 55 | $ 426,030 | $ (5,317) | $ (196,204) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (27,959) | $ (9,652) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Charges related to exchange of senior notes upon IPO | 42,049 | 0 |
Depreciation and amortization of property and equipment | 5,068 | 5,094 |
Amortization of capitalized software development costs | 6,241 | 5,555 |
Amortization of intangible assets | 2,687 | 3,404 |
Loss (gain) on sale of assets | 3 | (1,111) |
Stock-based compensation | 21,396 | 2,732 |
Provision for doubtful accounts | 2,190 | 1,325 |
Deferred income taxes | (918) | (418) |
Other | 1,999 | (1,406) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 602 | 18,600 |
Prepaid expenses and other current assets | (10,386) | (1,735) |
Other assets | (191) | (1,484) |
Accounts payable | 21,230 | 15,116 |
Accrued and other current liabilities | (3,714) | 5,835 |
Deferred revenue | 31 | 887 |
Other | 749 | 783 |
Net cash provided by operating activities | 61,077 | 43,525 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (3,885) | (1,268) |
Capitalized software development costs | (7,434) | (6,686) |
Proceeds from sale of assets | 0 | 1,117 |
Other | (41) | (31) |
Net cash used in investing activities | (11,360) | (6,868) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from IPO issuance of common stock, net of underwriting costs | 148,800 | 0 |
Payment of initial public offering transaction costs | (3,695) | 0 |
Proceeds from issuance of debt | 200,000 | 0 |
Payment of deferred financing costs | (6,067) | 0 |
Proceeds from borrowings on revolving credit facility | 0 | 10,000 |
Principal repayments on revolving credit facility | 0 | (10,000) |
Proceeds from exercise of stock options and warrants | 4,327 | 442 |
Principal payments on capital obligation arrangements | (3,322) | (3,689) |
Net cash provided by (used in) financing activities | 340,043 | (3,247) |
Effect of exchange rate changes | (978) | 868 |
Net increase in cash, cash equivalents and restricted cash | 388,782 | 34,278 |
Cash, cash equivalents and restricted cash — Beginning | 94,067 | 49,982 |
Cash, cash equivalents and restricted cash — Ending | 482,849 | 84,260 |
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH TO THE CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Cash and cash equivalents | 482,447 | 83,854 |
Restricted cash, included in other assets | 402 | 406 |
Total cash, cash equivalents, and restricted cash | $ 482,849 | $ 84,260 |
Organization, Description of Bu
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Issued Accounting Pronouncements | Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Issued Accounting Pronouncements Organization and Description of Business Outbrain Inc., together with our subsidiaries, (“Outbrain”, the “Company”, “we”, “our” or “us”) was incorporated in August 2006 in Delaware. The Company is headquartered in New York, New York and has wholly-owned subsidiaries in Israel, Europe, Asia, Brazil and Australia. Outbrain is a leading recommendation platform powering the open web. Our platform provides personalized recommendations that appear as links to content, advertisements and videos on media owners’ online properties. We generate revenue from marketers through user engagements with promoted recommendations that we deliver across a variety of third-party media owners’ properties. We pay traffic acquisition costs to our media owner partners on whose digital properties the recommendations are shown. Our advertiser solutions are mainly priced using a performance-based model based on the actual number of engagements generated by users, which is highly dependent on our ability to generate trustworthy and interesting recommendations to individual users based on our proprietary algorithms. A small portion of our revenue is generated through advertisers participating in programmatic auctions wherein the pricing is determined by the auction results and not dependent on user engagement. Initial Public Offering On July 22, 2021, the Company’s Form S-1, filed on June 29, 2021, as amended, was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Company’s initial public offering (“IPO”) of the Company’s common stock and its common stock began trading on The Nasdaq Stock Market LLC (“Nasdaq”) on July 23, 2021. On July 27, 2021, the Company closed its IPO and issued 8,000,000 shares of its common stock at an initial offering price of $20.00 per share, receiving aggregate net proceeds of $145.1 million, after deducting underwriting discounts, commissions and other offering costs. Deferred offering costs of $3.7 million primarily consisted of accounting, legal and other transaction costs directly related to the IPO. Prior to the IPO, deferred offering costs were recorded within prepaid expenses and other current assets on the Company’s consolidated balance sheet. Upon the Company’s IPO, such costs were reclassified to additional paid-in capital within stockholders’ equity (deficit) and recorded against the proceeds of the offering. In connection with the IPO, all of the shares of the Company’s convertible preferred stock outstanding automatically converted into an aggregate of 28,091,267 shares of the Company’s common stock, with all series converted on a one-to-one basis, with the exception of Series F, which was converted at 1.14-to-1, based on the terms of the Series F agreement and the IPO price. The total carrying value of convertible preferred stock of $162.4 million was reclassified to stockholders’ equity (deficit). Shares Authorization In July 2021, the Company’s certificate of incorporation was amended and restated to provide the Company with the authority to issue up to 1.1 billion shares, comprised of 1.0 billion shares of $0.001 par value common stock and 0.1 billion shares of $0.001 par value preferred stock. Each holder of common stock is entitled to one vote with respect to each share of common stock and is entitled to dividends, if and when declared by the Company’s Board of Directors (the “Board”), subject to preferential rights of preferred stockholders. Basis of Presentation The accompanying condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and are unaudited. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2020, included with the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on July 23, 2021. In July 2021, the Company’s Board and stockholders approved a 1-for-1.7 reverse stock split of its common and convertible preferred stock. The reverse stock split became effective on July 13, 2021. The par value of the common stock was not adjusted as a result of the reverse stock split. In addition, adjustments corresponding to the reverse stock split were made to the ratio at which the convertible preferred stock converted into common stock immediately prior to the closing of the IPO, in accordance with existing terms of the convertible preferred stock. All share and per-share amounts for all periods presented in these financial statements and notes thereto have been adjusted retroactively to reflect the effect of the reverse stock split for all periods presented. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. Estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, the allowance for doubtful accounts, sales allowance, software development costs eligible for capitalization, valuation of deferred tax assets, the useful lives of property and equipment, the useful lives and fair value of intangible assets and goodwill, the fair value of stock-based awards, the recognition and measurement of income tax uncertainties and other contingencies. Actual results could differ materially from these estimates. Certain Risks and Concentrations Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents, restricted cash and accounts receivable. Our cash and cash equivalents and restricted cash are generally invested in high-credit quality financial instruments with both banks and financial institutions to reduce the amount of exposure to any single financial institution. We generally do not require collateral to secure accounts receivable. No single marketer accounted for 10% or more of our total revenue for the three months and nine months ended September 30, 2021 or September 30, 2020, or for 10% or more of our gross accounts receivable balance as of September 30, 2021 or December 31, 2020. Two media owners each individually accounted for approximately 10% of our total traffic acquisition costs for the three months ended September 30, 2021, and individually accounted for approximately 10% and 11% of our total traffic acquisition costs for the nine months ended September 30, 2021. For the three months ended September 30, 2020, one media owner individually accounted for 13% of our total traffic acquisition costs, and two accounted for 11% and 13% of our total traffic acquisition costs for the nine months ended September 30, 2020. Segment Information We have a single operating and reporting segment. Our chief operating decision maker is our Co-Chief Executive Officer who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis. Recently Adopted and Recently Issued Accounting Pronouncements Under the JOBS Act, the Company meets the definition of an emerging growth company and can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the Company is no longer an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period. Recently adopted accounting pronouncements On January 1, 2021, we early adopted Accounting Standards Update (“ASU”) 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplified the accounting for convertible debt instruments by reducing the number of accounting models used to allocate proceeds from five to three, removing certain conditions for equity classification and amending earnings per share calculations to assume share settlement and to require the if-converted method to be applied to all convertible debt instruments. The adoption of this standard did not have an impact on our consolidated financial statements as of the date of adoption. The Company applied this guidance to its Convertible Notes issued in July 2021 (See Note 6 for additional information). Recently issued accounting pronouncements not yet adopted In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-02, “Leases (Topic 842)”, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months, regardless of their classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes the previous leases standard, Leases (Topic 840). In June 2020 the FASB issued ASU 2020-05 Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities. The amendments in this update defer the effective date of ASU 2016-02 for private companies to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application is permitted. The Company plans to adopt this standard on January 1, 2022, as required. The Company has aggregated all of its lease agreements and is in the process of analyzing its lease portfolio and assessing the impacts of adoption on its consolidated financial statements. The Company expects its assets and liabilities to increase in connection with the recording of right-of-use assets and lease liabilities upon adoption of this standard. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326),” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires consideration of forward-looking information to calculate credit loss estimates. These changes will result in an earlier recognition of credit losses. The Company's financial assets held at amortized cost include accounts receivable. The amendments in ASU 2020-05 deferred the effective date for Topic 326 to fiscal years beginning after December 15, 2022. The Company plans to adopt this standard on the earlier of January 1, 2023 or on losing its emerging growth company status. The Company does not expect the adoption of this standard will have a material impact on the consolidated financial statements or related disclosures. See Note 1 to the Company’s audited consolidated financial statements for the year ended December 31, 2020 in our final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on July 23, 2021 for a complete disclosure of the Company’s significant accounting policies. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following table presents total revenue based on where our marketers are physically located: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (In thousands) (In thousands) USA $ 94,599 $ 73,666 $ 265,677 $ 201,447 Europe, the Middle East and Africa (EMEA) 125,102 93,719 377,680 263,543 Other 31,083 19,125 82,604 56,714 Total revenue $ 250,784 $ 186,510 $ 725,961 $ 521,704 Contract Balances |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: • Level I – Valuations based on quoted prices in active markets for identical assets and liabilities; • Level II – Valuations based on quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets, inputs that are observable or can be principally corroborated by observable market data; and • Level III – Valuations based on unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities The following table sets forth the fair value of our financial assets measured on a recurring basis by level within the fair value hierarchy: September 30, 2021 Level I Level II Level III Total (In thousands) Financial Assets: Restricted time deposit (1) $ — $ 402 $ — $ 402 Severance pay fund deposits (1) $ — $ 5,315 $ — $ 5,315 Foreign currency forward contract (2) $ — $ 77 $ — $ 77 Total financial assets $ — $ 5,794 $ — $ 5,794 December 31, 2020 Level I Level II Level III Total (In thousands) Financial Assets: Restricted time deposit (1) $ — $ 426 $ — $ 426 Severance pay fund deposits (1) $ — $ 5,379 $ — $ 5,379 Foreign currency forward contract (2) $ — $ 553 $ — $ 553 Total financial assets $ — $ 6,358 $ — $ 6,358 _____________________ (1) Recorded within other assets (2) Recorded within prepaid expenses and other current assets The Company’s 2.95% Convertible Senior Notes due 2026 (“Convertible Notes”) are recorded within long-term debt in its condensed consolidated balance sheet at their carrying value, which may differ from their fair value. The fair value of Convertible Notes is estimated using external pricing data, including any available market data for other debt instruments with similar characteristics. The following table summarizes the carrying value and the estimated fair value of the Company’s Convertible Notes, based on Level II measurements of the fair value hierarchy: September 30, December 31, Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value (In thousands) Convertible Notes $ 236,000 $ 240,531 $ — $ — |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Accounts Receivable, Net of Allowances Accounts receivable, net of allowances consists of the following: September 30, December 31, (In thousands) Accounts receivable $ 165,844 $ 169,623 Allowance for doubtful accounts (4,519) (4,174) Accounts receivable, net of allowances $ 161,325 $ 165,449 Allowance for Doubtful Accounts The allowance for doubtful accounts consists of the following activity: Nine Months Ended September 30, 2021 Year Ended December 31, 2020 (In thousands) Allowance for doubtful accounts, beginning balance $ 4,174 $ 3,281 Provision for doubtful accounts, net of recoveries 2,155 2,668 Write-offs (1,810) (1,775) Allowance for doubtful accounts, ending balance $ 4,519 $ 4,174 Property, Equipment and Capitalized Software, Net Property, equipment and capitalized software, net consists of the following: September 30, December 31, 2020 (In thousands) Computer equipment $ 38,354 $ 41,735 Capitalized software development costs 51,295 43,728 Software 2,947 3,444 Leasehold improvements 1,245 2,805 Furniture and fixtures 252 908 Property, equipment and capitalized software, gross 94,093 92,620 Less: accumulated depreciation and amortization (69,311) (67,864) Total property, equipment and capitalized software, net $ 24,782 $ 24,756 Current Liabilities At September 30, 2021 and December 31, 2020, accrued and other current liabilities of $104.1 million and $109.7 million, respectively, included accrued traffic acquisition costs of $64.4 million and $77.2 million, respectively. In addition, accounts payable included $129.8 million and $111.7 million of traffic acquisition costs as of September 30, 2021 and December 31, 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company’s goodwill balance was $32.9 million as of September 30, 2021 and December 31, 2020 and the Company has not recorded any accumulated impairments of goodwill. The gross carrying amount and accumulated amortization of our intangible assets are as follows: As of September 30, 2021 Amortization Gross Value Accumulated Net Carrying (In thousands) Developed technology 36-48 months $ 8,425 $ (8,425) $ — Customer relationships 48 months 5,445 (3,853) 1,592 Publisher relationships 48 months 8,606 (5,379) 3,227 Trade names 8 years 1,705 (533) 1,172 Other 14 years 870 (157) 713 Total intangible assets, net $ 25,051 $ (18,347) $ 6,704 As of December 31, 2020 Amortization Gross Value Accumulated Net Carrying (In thousands) Developed technology 36-48 months $ 8,425 $ (8,388) $ 37 Customer relationships 48 months 5,694 (3,166) 2,528 Publisher relationships 48 months 9,111 (3,986) 5,125 Trade names 8 years 1,805 (395) 1,410 Other 14 years 830 (118) 712 Total intangible assets, net $ 25,865 $ (16,053) $ 9,812 No impairment charges were recorded during the three months and nine months ended September 30, 2021 and September 30, 2020. As of September 30, 2021, estimated amortization related to our identifiable acquisition-related intangible assets in future periods was as follows: Year Amount (In thousands) Remainder of 2021 $ 870 2022 3,479 2023 1,069 2024 266 2025 266 Thereafter 754 Total $ 6,704 |
Long Term Debt
Long Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long-Term Debt Convertible Notes On July 1, 2021, the Company completed the sale of $200 million aggregate principal amount of senior subordinated secured notes due July 1, 2026 (the “Notes”), in a private placement to institutional investors affiliated with the funds managed by The Baupost Group, L.L.C. (the “Baupost Investors”), pursuant to a Senior Subordinated Secured Note Purchase Agreement dated July 1, 2021 (the “Note Purchase Agreement”). Upon issuance of the Notes, the Company recorded a $36.0 million discount in connection with the embedded conversion feature, as well as deferred financing costs of $6.0 million in its consolidated balance sheet. The Notes, which were exchanged and cancelled upon the IPO, bore interest that accrued at the rate of (i) prior to July 1, 2024, 10.0% per annum and (ii) on and after July 1, 2024, 14.5% per annum, payable quarterly and were guaranteed by certain of the Company’s wholly-owned subsidiaries and secured by a second priority lien on all of the Company’s and its subsidiaries’ tangible and intangible assets, subject to certain excluded assets, permitted liens and customary exceptions. On July 27, 2021, in connection with the closing of the Company’s IPO and pursuant to the terms of the Note Purchase Agreement, the Company exchanged $200 million aggregate principal amount of the Notes due July 1, 2026 for $236 million aggregate principal amount of the Company’s 2.95% Convertible Senior Notes due 2026 (the “Convertible Notes”), pursuant to an indenture, dated as of July 27, 2021 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee. Upon the issuance of such Convertible Notes, the Notes and the obligations of the Company and the guarantee thereunder have been canceled and extinguished. The Convertible Notes will mature on July 27, 2026, unless earlier converted, redeemed or repurchased. In connection with the exchange of Notes to Convertible Notes, the Company recognized accelerated amortization of the unamortized discount and deferred issuance costs relating to the Notes totaling $42 million, which was recorded within charges related to exchange of senior notes upon IPO in the Company’s condensed consolidated statement of operations for the three months and nine months ended September 30, 2021. Deferred financing costs related to Convertible Notes were not material. Interest on the Convertible Notes accrues from July 27, 2021 and is payable semi-annually in arrears on January 27 and July 27 of each year, beginning on January 27, 2022, at a rate of 2.95% per year. The initial conversion rate for the Convertible Notes is 40 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of $25 per share of the Company’s common stock), subject to adjustment. The Company may not redeem the Convertible Notes prior to July 27, 2024. On or after July 27, 2024, the Company may redeem for cash all or any portion of the Convertible Notes, at its option, if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. In addition, calling any Convertible Note for redemption will constitute a “make-whole fundamental change” (as defined in the Indenture) with respect to that Convertible Note, in which case the conversion rate applicable to the conversion of that Convertible Note will be increased if it is converted by holders after it is called for redemption. Holders may convert all or any portion of their Convertible Notes, in multiples of $1,000 principal amount, into shares of the Company’s common stock at any time until the second scheduled trading day immediately preceding the maturity date, at the conversion rate then in effect. The Company will settle conversions of the Convertible Notes by paying or delivering, as the case may be, cash, shares of common stock, or a combination thereof, at its election. Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Convertible Notes may require the Company to repurchase for cash all or any portion of their Convertible Notes in principal amounts of $1,000 or an integral multiple thereof, at a repurchase price of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event or convert its Convertible Notes called for redemption during the related redemption period, as the case may be. The Indenture contains customary covenants and events of default. As described in Note 1, the Company early adopted ASU 2020-06 on January 1, 2021. The Company was not required to bifurcate the embedded conversion feature and the Convertible Notes were not issued with a substantial premium. As such, the Company accounted for the Convertible Notes as a liability under the no proceeds allocated model. The Company will calculate earnings per share using the if-converted method. Revolving Credit Facility The Company was party to a loan and security agreement (the “Revolving Credit Facility”) with Silicon Valley Bank (“SVB”), which matured on November 2, 2021, and prov ided the Company with an initial maximum borrowing capacity of up to $35.0 million that the Company could use to borrow against its qualifying receivables based on a defined borrowing formula. The Revolving Credit Facility contained customary conditions to borrowings, events of default and negative covenants, including covenants that restricted the Company's ability to dispose of assets, merge with or acquire other entities, incur indebtedness, incur encumbrances, make distributions to holders of its capital stock, make investments or engage in transactions with our affiliates. The Company was also subject to financial covenants with respect to a monthly modified liquidity ratio and Adjusted EBITDA for trailing six-month periods. Our obligations under the Revolving Credit Facility were secured by a first priority security interest in substantially all of the assets of the Company with a negative pledge on our intellectual property. The Company was in compliance with all financial covenants under its Revolving Credit Facility as of September 30, 2021. As of September 30, 2021 and December 31, 2020, we had no borrowings outstanding under our Revolving Credit Facility and our available borrowing capacity was $35.0 million based on the defined borrowing formul a. No borrowings were outstanding under the Revolving Credit Facility on the maturity date. On November 2, 2021, the Company entered into an Amended and Restated Loan and Security Agreement with SVB. See Note 12 for additional information. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rates for the three months and nine months ended September 30, 2021 were (10.2)% and (36.2)%, respectively. The Company’s effective tax rates for the three and nine months ended September 30, 2020 were 0.2% and (47.4)%, respectively. The changes to the effective tax rates were primarily due to losses from operations in the current and prior year periods and the jurisdictional mix of earnings. The Company’s effective tax rate differed from the United States federal statutory tax rate of 21% primarily due to the full valuation allowance recorded against the U.S. deferred tax assets for the three and nine months ended September 30, 2021 , and our deferred tax assets in the U.S. and in one of our foreign subsidiaries for the three and nine months ended September 30, 2020, respectively. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings and Other Matters From time to time, we may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, we may receive letters alleging infringement of patent or other intellectual property rights. We are not currently a party to any material legal proceedings, nor are we aware of any pending or threatened litigation that, in our opinion, would have a material adverse effect on our business, operating results, cash flows or financial condition should such litigation be resolved unfavorably. On April 29, 2021, we were notified that the Antitrust Division of the U.S. Department of Justice is conducting a criminal investigation into the hiring practices in our industry that includes us. We are cooperating with the Antitrust Division. While there can be no assurance regarding the ultimate resolution of this matter, we do not believe that our conduct violated applicable law. Lease Commitments We lease certain office and data center facilities under non-cancelable operating lease arrangements for our U.S. and international locations that expire on various dates through 2027. These arrangements require us to pay certain operating expenses, such as taxes, repairs and insurance and contain renewal and escalation clauses. We recognize rent expense under these arrangements on a straight-line basis over the term of the lease. In addition, we lease certain equipment and computers under capital lease arrangements that expire at various dates through 2024. As of September 30, 2021, the aggregate future non-cancelable minimum lease payments consist of the following: Year Operating Leases Capital Leases (In thousands) Remainder of 2021 $ 1,895 $ 1,121 2022 9,215 3,329 2023 8,804 1,741 2024 5,904 256 2025 5,773 — Thereafter 3,970 — Total minimum payments required $ 35,561 $ 6,447 |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation In July 2021, the Board, and the Company’s stockholders approved, the 2021 Long-Term Incentive Plan (the “2021 LTIP”), which became effective in connection with the closing of the Company’s IPO. A total of 5,050,000 shares of the Company’s common stock have been reserved for issuance under the 2021 LTIP, which is subject to automatic annual increases. The 2021 LTIP may be used to grant, among other award types, stock options, restricted share awards (“RSAs”) and restricted stock units (“RSUs”). The number of shares of common stock reserved for future issuance under the 2021 Plan will also be increased pursuant to provisions for annual automatic evergreen increases. The Company’s previous awards issued under its 2007 Omnibus Securities and Incentive Plan, as amended and restated on January 21, 2009 (“2007 Plan”), remain subject to the 2007 Plan, including its lock-up provisions of up to 180 days after the IPO. As of September 30, 2021, approximately 526,438 and 5,050,000 shares were available for grant under the 2007 Plan and the 2021 LTIP, respectively. The Company recognizes stock-based compensation for stock-based awards, including stock options, RSAs, RSUs and stock appreciation rights (“SARs”) based on the estimated fair value of the awards. The Company estimates the fair value of its stock option awards on the grant date using the Black-Scholes option pricing model. The fair value of our RSAs and RSUs is the fair value of the Company’s common stock on the date of grant. In our accompanying condensed consolidated statements of operations, the Company recognized stock-based compensation for our employees and non-employees as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Research and development $ 1,685 $ 207 $ 2,379 $ 574 Sales and marketing 5,587 508 6,926 1,525 General and administrative 11,176 159 12,091 633 Total stock-based compensation $ 18,448 (1) $ 874 $ 21,396 (1) $ 2,732 (1) Includes $16.5 million of stock-based compensation expense recorded during the three months ended September 30, 2021, in connection with the Company’s stock option awards, RSAs, RSUs and SARs for which the service condition has been met and a performance condition was satisfied upon the Company’s IPO, which was a qualifying liquidity event. Stock-based compensation expense for unvested awards will be recognized over the remainder of the requisite service period. As of September 30, 2021, the Company’s unrecognized stock-based compensation expense was $4.8 million for unvested stock options and $21.9 million for unvested RSUs. Determination of fair value The estimated grant-date fair value of our stock options was calculated using the Black-Scholes option pricing model, based on the following weighted-average assumptions: Nine Months Ended September 30, 2021 Expected term (in years) 6.0 years Risk-free interest rate 1.07 % Expected volatility 43.6 % Dividend rate — % Weighted-average grant date fair value $ 5.17 The following table summarizes stock option activity for the nine months ended September 30, 2021: Stock Options Number of Shares Weighted- Average Exercise Price Outstanding—December 31, 2020 5,475,481 $6.36 Granted 7,059 $12.33 Exercised (1,636,996) $3.14 Forfeited (288,735) $4.46 Outstanding—September 30, 2021 3,556,809 $8.01 Exercisable 2,660,253 $7.06 The following table summarizes RSA and RSU activity for the nine months ended September 30, 2021: RSAs and RSUs Number of Shares Weighted- Average Grant Date Fair Value Outstanding—December 31, 2020 4,036,409 $9.35 Granted 247,029 $12.33 Vested and released (392,376) $10.04 Forfeited (141,069) $10.49 Outstanding—September 30, 2021 3,749,993 ‘(1) $9.43 Outstanding and unvested 1,873,294 __________________________________________ (1) As of September 30, 2021, outstanding awards included 1,876,699 RSUs the delivery of which is deferred. In addition, as of September 30, 2021 and December 31, 2020, 3,390 SARs awards were outstanding with a weighted average grant date fair value of $3.93, which are accounted for as liability awards. Stock-Based Awards Granted Outside of Equity Incentive Plans Warrants The Company issued equity classified warrants to purchase shares of common stock to certain third-party advisors, consultants and financial institutions . In July 2021 , 244,619 w arrants that would have expired if not exercised prior to the Company’s IPO were exercised. A s of September 30, 2021, the Company had 376,470 warrants outstanding with a weighted exercise price of $7.81, which expire between 2024 and 2026. Employee Stock Purchase Plan In July 2021, the Board and the Company’s stockholders approved a new 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective in connection with the closing of the Company’s IPO. A total of 1,263,000 shares of the Company’s common stock have been reserved for issuance under the ESPP, which is subject to automatic annual increases. |
Net (Loss) Income Per Common Sh
Net (Loss) Income Per Common Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Common Share | Net (Loss) Income Per Common Share We apply the two-class method to calculate basic and diluted (loss) income per share attributable to common stockholders as shares of our convertible preferred stock are participating securities due to their participation rights. The two-class method is an earnings allocation method under which earnings per share is calculated for common stock considering a participating security holder’s rights to undistributed earnings as if all such earnings had been distributed during the period. Our participating securities are not included in the computation of loss per share attributable to common stockholders in periods of net loss because the convertible preferred stockholders have no contractual obligation to participate in losses. Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (In thousands, except share and per share data) Numerator: Basic and diluted: Net (loss) income $ (53,906) $ 2,541 $ (27,959) $ (9,652) Less: undistributed earnings allocated to participating securities — (1,577) — — Net (loss) income attributable to common stockholders $ (53,906) $ 964 $ (27,959) $ (9,652) Denominator: Basic weighted-average shares used in computing (loss) income attributable to common stockholders 47,859,056 16,846,853 27,645,471 16,747,054 Weighted average dilutive share equivalents: Stock options, Warrants, RSAs and RSUs — 2,613,257 — — Diluted weighted-average shares used in computing (loss) income attributable to common stockholders 47,859,056 19,460,110 27,645,471 16,747,054 Net (loss) income per share attributable to common stockholders: Basic $ (1.13) $ 0.06 $ (1.01) $ (0.58) Diluted $ (1.13) $ 0.05 $ (1.01) $ (0.58) The following weighted average shares have been excluded from the calculation of diluted (loss) income per share attributable to common stockholders for each period presented because they are anti-dilutive: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Convertible preferred stock 6,612,542 27,652,449 20,562,077 27,652,449 Options to purchase common stock 4,510,385 70,838 5,056,939 4,296,122 Warrants 434,454 — 558,194 621,089 Restricted stock units 3,933,167 488,591 4,161,050 2,444,752 Weighted average shares for convertible notes 7,182,609 — 2,420,513 — Total shares excluded from diluted (loss) income per share 22,673,157 28,211,878 32,758,773 35,014,412 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information The following table summarizes the cash paid for interest and income taxes during the periods presented: Nine Months Ended September 30, 2021 2020 (in thousands) Cash paid for income taxes, net of refunds $ 3,485 $ 1,826 Cash paid for interest $ 476 $ 579 The following table presents the Company’s non-cash investing and financing activities for the periods presented: Nine Months Ended September 30, 2021 2020 (in thousands) Non-cash investing activities: Stock-based compensation capitalized for software development costs $ 134 $ 161 Purchases of property and equipment included in accounts payable 3 77 Property and equipment financed under capital obligation arrangements 1,837 4,406 Non-cash financing activities: Conversion of preferred stock to common stock $ 162,444 $ — Unpaid deferred offering costs and deferred financing costs in accounts payable and accrued expenses 2,484 — |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Credit Facility On November 2, 2021, the Company entered into an Amended and Restated Loan and Security Agreement with SVB (the “2021 Revolving Credit Facility”). The 2021 Revolving Credit Facility provides, subject to borrowing availability and certain other conditions, for revolving loans in an aggregate principal amount of up to $75.0 million (the “Facility”), with a $15 million sub-facility for letters of credit. The Company’s borrowing availability under the Facility is calculated by reference to a borrowing base which is determined by specified percentages of eligible accounts receivable. The Facility will terminate on the earlier of (i) November 2, 2026 or (ii) 120 days prior to the maturity date of the Company’s 2.95% Convertible Senior Notes due 2026, unless the Convertible Notes have been converted to common equity securities of the Company. Outstanding loans under the Facility accrue interest, at the Company’s option, at a rate equal to either (a) a base rate minus an applicable margin ranging from 1.5% to 1.0% per annum or (b) LIBOR plus an applicable margin of 1.5% to 2.0% per annum, in each case based upon borrowing availability under the Facility. The undrawn portions of the commitments under the Facility are subject to a commitment fee at a rate ranging from 0.20% per annum to 0.30% per annum, based upon borrowing availability under the Facility. The 2021 Revolving Credit Facility contains representations and warranties, including, without limitation, with respect to collateral; accounts receivable; financials; litigation, indictment and compliance with laws; disclosure and no material adverse effect, each of which is a condition to funding. Additionally, the 2021 Revolving Credit Facility includes events of default and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, without limitation, restrictions on liens, indebtedness, investments, fundamental changes, dispositions, restricted payments and prepayment of the Convertible Notes and of junior indebtedness. The 2021 Revolving Credit Facility contains a financial covenant that requires, in the event that credit extensions under the Facility equal or exceed 85% of the available commitments under the Facility or upon the occurrence of an event of default, the Company and its subsidiaries to maintain a minimum consolidated monthly fixed charge coverage ratio of 1.00. The obligations of the Company, and the other subsidiary co-borrowers under the 2021 Revolving Credit Facility are secured by a first-priority lien on substantially all the assets of the Company and such other subsidiary co-borrowers. |
Organization, Description of _2
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Issued Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and are unaudited. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2020, included with the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on July 23, 2021. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. Estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, the allowance for doubtful accounts, sales allowance, software development costs eligible for capitalization, valuation of deferred tax assets, the useful lives of property and equipment, the useful lives and fair value of intangible assets and goodwill, the fair value of stock-based awards, the recognition and measurement of income tax uncertainties and other contingencies. Actual results could differ materially from these estimates. |
Certain Risks and Concentrations | Certain Risks and Concentrations Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents, restricted cash and accounts receivable. Our cash and cash equivalents and restricted cash are generally invested in high-credit quality financial instruments with both banks and financial institutions to reduce the amount of exposure to any single financial institution. |
Segment Information | Segment InformationWe have a single operating and reporting segment. Our chief operating decision maker is our Co-Chief Executive Officer who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Adopted and Recently Issued Accounting Pronouncements Under the JOBS Act, the Company meets the definition of an emerging growth company and can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the Company is no longer an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period. Recently adopted accounting pronouncements On January 1, 2021, we early adopted Accounting Standards Update (“ASU”) 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplified the accounting for convertible debt instruments by reducing the number of accounting models used to allocate proceeds from five to three, removing certain conditions for equity classification and amending earnings per share calculations to assume share settlement and to require the if-converted method to be applied to all convertible debt instruments. The adoption of this standard did not have an impact on our consolidated financial statements as of the date of adoption. The Company applied this guidance to its Convertible Notes issued in July 2021 (See Note 6 for additional information). Recently issued accounting pronouncements not yet adopted In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-02, “Leases (Topic 842)”, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months, regardless of their classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes the previous leases standard, Leases (Topic 840). In June 2020 the FASB issued ASU 2020-05 Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities. The amendments in this update defer the effective date of ASU 2016-02 for private companies to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application is permitted. The Company plans to adopt this standard on January 1, 2022, as required. The Company has aggregated all of its lease agreements and is in the process of analyzing its lease portfolio and assessing the impacts of adoption on its consolidated financial statements. The Company expects its assets and liabilities to increase in connection with the recording of right-of-use assets and lease liabilities upon adoption of this standard. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326),” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires consideration of forward-looking information to calculate credit loss estimates. These changes will result in an earlier recognition of credit losses. The Company's financial assets held at amortized cost include accounts receivable. The amendments in ASU 2020-05 deferred the effective date for Topic 326 to fiscal years beginning after December 15, 2022. The Company plans to adopt this standard on the earlier of January 1, 2023 or on losing its emerging growth company status. The Company does not expect the adoption of this standard will have a material impact on the consolidated financial statements or related disclosures. See Note 1 to the Company’s audited consolidated financial statements for the year ended December 31, 2020 in our final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on July 23, 2021 for a complete disclosure of the Company’s significant accounting policies. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Total Revenue by Physical Location of Marketers | The following table presents total revenue based on where our marketers are physically located: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (In thousands) (In thousands) USA $ 94,599 $ 73,666 $ 265,677 $ 201,447 Europe, the Middle East and Africa (EMEA) 125,102 93,719 377,680 263,543 Other 31,083 19,125 82,604 56,714 Total revenue $ 250,784 $ 186,510 $ 725,961 $ 521,704 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets Measured on Recurring Basis | The following table sets forth the fair value of our financial assets measured on a recurring basis by level within the fair value hierarchy: September 30, 2021 Level I Level II Level III Total (In thousands) Financial Assets: Restricted time deposit (1) $ — $ 402 $ — $ 402 Severance pay fund deposits (1) $ — $ 5,315 $ — $ 5,315 Foreign currency forward contract (2) $ — $ 77 $ — $ 77 Total financial assets $ — $ 5,794 $ — $ 5,794 December 31, 2020 Level I Level II Level III Total (In thousands) Financial Assets: Restricted time deposit (1) $ — $ 426 $ — $ 426 Severance pay fund deposits (1) $ — $ 5,379 $ — $ 5,379 Foreign currency forward contract (2) $ — $ 553 $ — $ 553 Total financial assets $ — $ 6,358 $ — $ 6,358 _____________________ (1) Recorded within other assets (2) Recorded within prepaid expenses and other current assets |
Schedule of Fair Value, Liabilities Measured on Nonrecurring Basis | The following table summarizes the carrying value and the estimated fair value of the Company’s Convertible Notes, based on Level II measurements of the fair value hierarchy: September 30, December 31, Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value (In thousands) Convertible Notes $ 236,000 $ 240,531 $ — $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounts Receivable, Net of Allowance | Accounts receivable, net of allowances consists of the following: September 30, December 31, (In thousands) Accounts receivable $ 165,844 $ 169,623 Allowance for doubtful accounts (4,519) (4,174) Accounts receivable, net of allowances $ 161,325 $ 165,449 |
Activity in Allowance for Doubtful Accounts | The allowance for doubtful accounts consists of the following activity: Nine Months Ended September 30, 2021 Year Ended December 31, 2020 (In thousands) Allowance for doubtful accounts, beginning balance $ 4,174 $ 3,281 Provision for doubtful accounts, net of recoveries 2,155 2,668 Write-offs (1,810) (1,775) Allowance for doubtful accounts, ending balance $ 4,519 $ 4,174 |
Property, Equipment and Capitalized Software, Net | Property, equipment and capitalized software, net consists of the following: September 30, December 31, 2020 (In thousands) Computer equipment $ 38,354 $ 41,735 Capitalized software development costs 51,295 43,728 Software 2,947 3,444 Leasehold improvements 1,245 2,805 Furniture and fixtures 252 908 Property, equipment and capitalized software, gross 94,093 92,620 Less: accumulated depreciation and amortization (69,311) (67,864) Total property, equipment and capitalized software, net $ 24,782 $ 24,756 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of our intangible assets are as follows: As of September 30, 2021 Amortization Gross Value Accumulated Net Carrying (In thousands) Developed technology 36-48 months $ 8,425 $ (8,425) $ — Customer relationships 48 months 5,445 (3,853) 1,592 Publisher relationships 48 months 8,606 (5,379) 3,227 Trade names 8 years 1,705 (533) 1,172 Other 14 years 870 (157) 713 Total intangible assets, net $ 25,051 $ (18,347) $ 6,704 As of December 31, 2020 Amortization Gross Value Accumulated Net Carrying (In thousands) Developed technology 36-48 months $ 8,425 $ (8,388) $ 37 Customer relationships 48 months 5,694 (3,166) 2,528 Publisher relationships 48 months 9,111 (3,986) 5,125 Trade names 8 years 1,805 (395) 1,410 Other 14 years 830 (118) 712 Total intangible assets, net $ 25,865 $ (16,053) $ 9,812 |
Schedule of Estimated Amortization on Identifiable Acquisition-Related Intangible Assets | As of September 30, 2021, estimated amortization related to our identifiable acquisition-related intangible assets in future periods was as follows: Year Amount (In thousands) Remainder of 2021 $ 870 2022 3,479 2023 1,069 2024 266 2025 266 Thereafter 754 Total $ 6,704 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Aggregate Future Non-cancelable Minimum Lease Payments | As of September 30, 2021, the aggregate future non-cancelable minimum lease payments consist of the following: Year Operating Leases Capital Leases (In thousands) Remainder of 2021 $ 1,895 $ 1,121 2022 9,215 3,329 2023 8,804 1,741 2024 5,904 256 2025 5,773 — Thereafter 3,970 — Total minimum payments required $ 35,561 $ 6,447 |
Aggregate Future Non-cancelable Minimum Lease Payments | As of September 30, 2021, the aggregate future non-cancelable minimum lease payments consist of the following: Year Operating Leases Capital Leases (In thousands) Remainder of 2021 $ 1,895 $ 1,121 2022 9,215 3,329 2023 8,804 1,741 2024 5,904 256 2025 5,773 — Thereafter 3,970 — Total minimum payments required $ 35,561 $ 6,447 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation | In our accompanying condensed consolidated statements of operations, the Company recognized stock-based compensation for our employees and non-employees as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Research and development $ 1,685 $ 207 $ 2,379 $ 574 Sales and marketing 5,587 508 6,926 1,525 General and administrative 11,176 159 12,091 633 Total stock-based compensation $ 18,448 (1) $ 874 $ 21,396 (1) $ 2,732 (1) |
Schedule of Weighted-Average Assumptions | The estimated grant-date fair value of our stock options was calculated using the Black-Scholes option pricing model, based on the following weighted-average assumptions: Nine Months Ended September 30, 2021 Expected term (in years) 6.0 years Risk-free interest rate 1.07 % Expected volatility 43.6 % Dividend rate — % Weighted-average grant date fair value $ 5.17 |
Summary of Award Activity | The following table summarizes stock option activity for the nine months ended September 30, 2021: Stock Options Number of Shares Weighted- Average Exercise Price Outstanding—December 31, 2020 5,475,481 $6.36 Granted 7,059 $12.33 Exercised (1,636,996) $3.14 Forfeited (288,735) $4.46 Outstanding—September 30, 2021 3,556,809 $8.01 Exercisable 2,660,253 $7.06 The following table summarizes RSA and RSU activity for the nine months ended September 30, 2021: RSAs and RSUs Number of Shares Weighted- Average Grant Date Fair Value Outstanding—December 31, 2020 4,036,409 $9.35 Granted 247,029 $12.33 Vested and released (392,376) $10.04 Forfeited (141,069) $10.49 Outstanding—September 30, 2021 3,749,993 ‘(1) $9.43 Outstanding and unvested 1,873,294 __________________________________________ (1) As of September 30, 2021, outstanding awards included 1,876,699 RSUs the delivery of which is deferred. |
Net (Loss) Income Per Common _2
Net (Loss) Income Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (In thousands, except share and per share data) Numerator: Basic and diluted: Net (loss) income $ (53,906) $ 2,541 $ (27,959) $ (9,652) Less: undistributed earnings allocated to participating securities — (1,577) — — Net (loss) income attributable to common stockholders $ (53,906) $ 964 $ (27,959) $ (9,652) Denominator: Basic weighted-average shares used in computing (loss) income attributable to common stockholders 47,859,056 16,846,853 27,645,471 16,747,054 Weighted average dilutive share equivalents: Stock options, Warrants, RSAs and RSUs — 2,613,257 — — Diluted weighted-average shares used in computing (loss) income attributable to common stockholders 47,859,056 19,460,110 27,645,471 16,747,054 Net (loss) income per share attributable to common stockholders: Basic $ (1.13) $ 0.06 $ (1.01) $ (0.58) Diluted $ (1.13) $ 0.05 $ (1.01) $ (0.58) |
Schedule of Weighted Average Shares Excluded From Calculation of Diluted Income (Loss) Per Share | The following weighted average shares have been excluded from the calculation of diluted (loss) income per share attributable to common stockholders for each period presented because they are anti-dilutive: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Convertible preferred stock 6,612,542 27,652,449 20,562,077 27,652,449 Options to purchase common stock 4,510,385 70,838 5,056,939 4,296,122 Warrants 434,454 — 558,194 621,089 Restricted stock units 3,933,167 488,591 4,161,050 2,444,752 Weighted average shares for convertible notes 7,182,609 — 2,420,513 — Total shares excluded from diluted (loss) income per share 22,673,157 28,211,878 32,758,773 35,014,412 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Cash Paid for Interest and Income Taxes | The following table summarizes the cash paid for interest and income taxes during the periods presented: Nine Months Ended September 30, 2021 2020 (in thousands) Cash paid for income taxes, net of refunds $ 3,485 $ 1,826 Cash paid for interest $ 476 $ 579 |
Non-cash Investing and Financing Activities | The following table presents the Company’s non-cash investing and financing activities for the periods presented: Nine Months Ended September 30, 2021 2020 (in thousands) Non-cash investing activities: Stock-based compensation capitalized for software development costs $ 134 $ 161 Purchases of property and equipment included in accounts payable 3 77 Property and equipment financed under capital obligation arrangements 1,837 4,406 Non-cash financing activities: Conversion of preferred stock to common stock $ 162,444 $ — Unpaid deferred offering costs and deferred financing costs in accounts payable and accrued expenses 2,484 — |
Organization, Description of _3
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Issued Accounting Pronouncements - Initial Public Offering (Details) $ / shares in Units, $ in Thousands | Jul. 27, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Jul. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued upon conversion of convertible preferred stock | 28,091,267 | 27,652,449 | 27,652,449 | ||
Convertible preferred stock, conversion ratio | 1 | ||||
Carrying value of convertible preferred stock reclassified to equity | $ | $ 162,400 | $ 162,444 | $ 162,444 | ||
Common and preferred stock, shares authorized | 1,100,000,000 | ||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 65,183,785 | |
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 100,000,000 | ||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.001 | ||||
Series F Preferred Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Convertible preferred stock, conversion ratio | 1.14 | ||||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares issued | 8,000,000 | ||||
Stock price (in usd per share) | $ / shares | $ 20 | ||||
Net proceeds from sale of stock | $ | $ 145,100 | ||||
Deferred offering costs | $ | $ 3,700 |
Organization, Description of _4
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Issued Accounting Pronouncements - Basis of Presentation (Details) | Jul. 13, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse stock split ratio | 0.5882 |
Organization, Description of _5
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Issued Accounting Pronouncements - Certain Risks and Concentrations (Details) - Revenue Benchmark - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Customer A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | 13.00% | 10.00% | 11.00% |
Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | 11.00% | 13.00% |
Organization, Description of _6
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Issued Accounting Pronouncements - Segment Information (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segment | 1 |
Number of operating segment | 1 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 250,784 | $ 186,510 | $ 725,961 | $ 521,704 |
USA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 94,599 | 73,666 | 265,677 | 201,447 |
Europe, the Middle East and Africa (EMEA) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 125,102 | 93,719 | 377,680 | 263,543 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 31,083 | $ 19,125 | $ 82,604 | $ 56,714 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 0 | $ 0 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total financial assets | $ 5,794 | $ 6,358 |
Foreign currency forward contract | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 77 | 553 |
Restricted time deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 402 | 426 |
Severance pay fund deposits | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 5,315 | 5,379 |
Level I | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total financial assets | 0 | 0 |
Level I | Foreign currency forward contract | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | 0 |
Level I | Restricted time deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 0 | 0 |
Level I | Severance pay fund deposits | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 0 | 0 |
Level II | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total financial assets | 5,794 | 6,358 |
Level II | Foreign currency forward contract | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 77 | 553 |
Level II | Restricted time deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 402 | 426 |
Level II | Severance pay fund deposits | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 5,315 | 5,379 |
Level III | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total financial assets | 0 | 0 |
Level III | Foreign currency forward contract | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | 0 |
Level III | Restricted time deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 0 | 0 |
Level III | Severance pay fund deposits | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | $ 0 | $ 0 |
Fair Value Measurements - Fin_2
Fair Value Measurements - Financial Liabilities Measured on Nonrecurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jul. 27, 2021 | Dec. 31, 2020 |
Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Notes | $ 236,000 | $ 0 | |
Estimated Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Notes | $ 240,531 | $ 0 | |
Convertible notes | 2.95% Convertible Senior Notes Due 2026 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Interest rate | 2.95% |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable, Net of Allowance (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accounts receivable | $ 165,844 | $ 169,623 | |
Allowance for doubtful accounts | (4,519) | (4,174) | $ (3,281) |
Accounts receivable, net of allowances | $ 161,325 | $ 165,449 |
Balance Sheet Components - Allo
Balance Sheet Components - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for doubtful accounts, beginning balance | $ 4,174 | $ 3,281 |
Provision for doubtful accounts, net of recoveries | 2,155 | 2,668 |
Write-offs | (1,810) | (1,775) |
Allowance for doubtful accounts, ending balance | $ 4,519 | $ 4,174 |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Equipment and Capitalized Software (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | $ 94,093 | $ 92,620 |
Less: accumulated depreciation and amortization | (69,311) | (67,864) |
Total property, equipment and capitalized software, net | 24,782 | 24,756 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | 38,354 | 41,735 |
Capitalized software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | 51,295 | 43,728 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | 2,947 | 3,444 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | 1,245 | 2,805 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | $ 252 | $ 908 |
Balance Sheet Components - Curr
Balance Sheet Components - Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Separate Account, Liability [Line Items] | ||
Accrued and other current liabilities | $ 104,066 | $ 109,747 |
Accrued And Other Liabilities, Current | ||
Separate Account, Liability [Line Items] | ||
Traffic acquisition costs in current liabilities | 64,400 | 77,200 |
Accounts Payable | ||
Separate Account, Liability [Line Items] | ||
Traffic acquisition costs in current liabilities | $ 129,800 | $ 111,700 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 32,881 | $ 32,881 | $ 32,881 | ||
Accumulated impairments of goodwill | 0 | 0 | $ 0 | ||
Impairment charges | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 25,051 | $ 25,865 |
Accumulated Amortization | (18,347) | (16,053) |
Net Value | 6,704 | 9,812 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 8,425 | 8,425 |
Accumulated Amortization | (8,425) | (8,388) |
Net Value | $ 0 | $ 37 |
Developed technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 36 months | 36 months |
Developed technology | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 48 months | 48 months |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 48 months | 48 months |
Gross Value | $ 5,445 | $ 5,694 |
Accumulated Amortization | (3,853) | (3,166) |
Net Value | $ 1,592 | $ 2,528 |
Publisher relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 48 months | 48 months |
Gross Value | $ 8,606 | $ 9,111 |
Accumulated Amortization | (5,379) | (3,986) |
Net Value | $ 3,227 | $ 5,125 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 8 years | 8 years |
Gross Value | $ 1,705 | $ 1,805 |
Accumulated Amortization | (533) | (395) |
Net Value | $ 1,172 | $ 1,410 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 14 years | 14 years |
Gross Value | $ 870 | $ 830 |
Accumulated Amortization | (157) | (118) |
Net Value | $ 713 | $ 712 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 870 | |
2022 | 3,479 | |
2023 | 1,069 | |
2024 | 266 | |
2025 | 266 | |
Thereafter | 754 | |
Net Value | $ 6,704 | $ 9,812 |
Long Term Debt - Convertible No
Long Term Debt - Convertible Notes (Details) | Jul. 27, 2021USD ($)day$ / shares | Jul. 01, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Debt Instrument [Line Items] | ||||||
Charges related to exchange of senior notes upon IPO | $ 42,049,000 | $ 0 | $ 42,049,000 | $ 0 | ||
Convertible notes | 2.95% Convertible Senior Notes Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.95% | |||||
Aggregate principal amount | $ 236,000,000 | |||||
Conversion rate | 0.04 | |||||
Conversion price (in usd per share) | $ / shares | $ 25 | |||||
Threshold percentage of stock price trigger | 130.00% | |||||
Threshold trading days | day | 20 | |||||
Threshold consecutive trading days | day | 30 | |||||
Redemption price, percentage | 100.00% | |||||
Secured Notes | Senior Subordinated Secured Notes Due July 1, 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Debt discount | $ 36,000,000 | |||||
Deferred financing costs | $ 6,000,000 | |||||
Secured Notes | Senior Subordinated Secured Notes Due July 1, 2026 | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 10.00% | |||||
Secured Notes | Senior Subordinated Secured Notes Due July 1, 2026 | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 14.50% | |||||
Secured Notes | Senior Subordinated Secured Notes Due July 1, 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Amount of debt sold | $ 200,000,000 | |||||
Charges related to exchange of senior notes upon IPO | $ 42,000,000 | $ 42,000,000 |
Long Term Debt - Revolving Cred
Long Term Debt - Revolving Credit Facility (Details) - Revolving Credit Facility - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Nov. 02, 2021 | Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 35,000,000 | ||
Trailing period | 6 months | ||
Borrowings outstanding | $ 0 | $ 0 | |
Available borrowing capacity | $ 35,000,000 | ||
Subsequent Event | |||
Line of Credit Facility [Line Items] | |||
Borrowings outstanding | $ 0 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | (10.20%) | 0.20% | (36.20%) | (47.40%) |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Operating Leases | |
Remainder of 2021 | $ 1,895 |
2022 | 9,215 |
2023 | 8,804 |
2024 | 5,904 |
2025 | 5,773 |
Thereafter | 3,970 |
Total minimum payments required | 35,561 |
Capital Leases | |
Remainder of 2021 | 1,121 |
2022 | 3,329 |
2023 | 1,741 |
2024 | 256 |
2025 | 0 |
Thereafter | 0 |
Total minimum payments required | $ 6,447 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 27, 2021 | Jul. 27, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation | $ 18,448 | $ 874 | $ 21,396 | $ 2,732 | |||
Number of warrants exercised (in shares) | 244,619 | ||||||
Number of warrants outstanding (in shares) | 376,470 | 376,470 | |||||
Weighted Average | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants (in usd per share) | $ 7.81 | $ 7.81 | |||||
Stock option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation related to unvested awards | $ 4,800 | $ 4,800 | |||||
RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation related to unvested awards | $ 21,900 | $ 21,900 | |||||
SAR | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares outstanding | 3,390 | 3,390 | 3,390 | ||||
Weighted average grant date fair value of outstanding shares (in usd per share) | $ 3.93 | $ 3.93 | $ 3.93 | ||||
ESPP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares reserved for future issuance | 1,263,000 | 1,263,000 | |||||
Vest upon satisfaction of a performance condition | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation | $ 16,500 | $ 16,500 | |||||
LTIP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares reserved for future issuance | 5,050,000 | 5,050,000 | |||||
Number of shares available for grant | 5,050,000 | 5,050,000 | |||||
2007 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Lock-up provision, period | 180 days | ||||||
Number of shares available for grant | 526,438 | 526,438 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 18,448 | $ 874 | $ 21,396 | $ 2,732 |
Vest upon satisfaction of a performance condition | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 16,500 | 16,500 | ||
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 1,685 | 207 | 2,379 | 574 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 5,587 | 508 | 6,926 | 1,525 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 11,176 | $ 159 | $ 12,091 | $ 633 |
Stock-based Compensation - Weig
Stock-based Compensation - Weighted-Average Assumptions (Details) | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Expected term (in years) | 6 years |
Risk-free interest rate | 1.07% |
Expected volatility | 43.60% |
Dividend rate | 0.00% |
Weighted-average grant date fair value (in usd per share) | $ 5.17 |
Stock-based Compensation - Awar
Stock-based Compensation - Award Activity (Details) - $ / shares | 9 Months Ended |
Sep. 30, 2021 | |
Options, Outstanding, Number of Shares | |
Outstanding - beginning of period (in shares) | 5,475,481 |
Granted (in shares) | 7,059 |
Exercised (in shares) | (1,636,996) |
Forfeited (in shares) | (288,735) |
Outstanding - end of period (in shares) | 3,556,809 |
Exercisable (in shares) | 2,660,253 |
Options Outstanding, Weighted Average Exercise Price | |
Outstanding - beginning of period (in usd per share) | $ 6.36 |
Granted (in usd per share) | 12.33 |
Exercised (in usd per share) | 3.14 |
Forfeited (in usd per share) | 4.46 |
Outstanding - end of period (in usd per share) | 8.01 |
Exercisable (in usd per share) | $ 7.06 |
RSAs and RSUs | |
RSAs and RSUs Unvested and Outstanding, Number of Shares | |
Outstanding - beginning of period (in shares) | 4,036,409 |
Granted (in shares) | 247,029 |
Vested (in shares) | (392,376) |
Forfeited (in shares) | (141,069) |
Outstanding - end of period (in shares) | 3,749,993 |
Outstanding and unvested (in shares) | 1,873,294 |
RSAs and RSUs Unvested and Outstanding, Weighted-Average Grant Date Fair Value | |
Outstanding - beginning of period (in usd per share) | $ 9.35 |
Granted (in usd per share) | 12.33 |
Vested (in usd per share) | 10.04 |
Forfeited (in usd per share) | 10.49 |
Outstanding - end of period (in usd per share) | $ 9.43 |
Deferred Delivery, RSUs | |
RSAs and RSUs Unvested and Outstanding, Number of Shares | |
Outstanding - end of period (in shares) | 1,876,699 |
Net (Loss) Income Per Common _3
Net (Loss) Income Per Common Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator, Basic: | ||||
Net (loss) income | $ (53,906) | $ 2,541 | $ (27,959) | $ (9,652) |
Less: undistributed earnings allocated to participating securities | 0 | (1,577) | 0 | 0 |
Net (loss) income attributable to common stockholders | (53,906) | 964 | (27,959) | (9,652) |
Numerator, Diluted: | ||||
Net (loss) income | (53,906) | 2,541 | (27,959) | (9,652) |
Less: undistributed earnings allocated to participating securities | 0 | (1,577) | 0 | 0 |
Net (loss) income attributable to common stockholders | $ (53,906) | $ 964 | $ (27,959) | $ (9,652) |
Denominator: | ||||
Basic weighted-average shares used in computing (loss) income attributable to common stockholders (in shares) | 47,859,056 | 16,846,853 | 27,645,471 | 16,747,054 |
Weighted average dilutive share equivalents: Stock options, Warrants, RSAs and RSUs (in shares) | 0 | 2,613,257 | 0 | 0 |
Diluted weighted-average shares used in computing (loss) income attributable to common stockholders (in shares) | 47,859,056 | 19,460,110 | 27,645,471 | 16,747,054 |
Net (loss) income per share attributable to common stockholders: | ||||
Basic (in usd per share) | $ (1.13) | $ 0.06 | $ (1.01) | $ (0.58) |
Diluted (in usd per share) | $ (1.13) | $ 0.05 | $ (1.01) | $ (0.58) |
Net (Loss) Income Per Common _4
Net (Loss) Income Per Common Share - Antidilutive Shares (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted (loss) income per share | 22,673,157 | 28,211,878 | 32,758,773 | 35,014,412 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted (loss) income per share | 6,612,542 | 27,652,449 | 20,562,077 | 27,652,449 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted (loss) income per share | 4,510,385 | 70,838 | 5,056,939 | 4,296,122 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted (loss) income per share | 434,454 | 0 | 558,194 | 621,089 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted (loss) income per share | 3,933,167 | 488,591 | 4,161,050 | 2,444,752 |
Weighted average shares for convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted (loss) income per share | 7,182,609 | 0 | 2,420,513 | 0 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Cash Paid for Interest and Income Taxes (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for income taxes, net of refunds | $ 3,485 | $ 1,826 |
Cash paid for interest | $ 476 | $ 579 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Non-cash investing activities: | ||
Stock-based compensation capitalized for software development costs | $ 134 | $ 161 |
Purchases of property and equipment included in accounts payable | 3 | 77 |
Property and equipment financed under capital obligation arrangements | 1,837 | 4,406 |
Non-cash financing activities: | ||
Conversion of preferred stock to common stock | 162,444 | 0 |
Unpaid deferred offering costs and deferred financing costs in accounts payable and accrued expenses | $ 2,484 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 02, 2021 | Jul. 27, 2021 |
Convertible notes | 2.95% Convertible Senior Notes Due 2026 | ||
Subsequent Event [Line Items] | ||
Interest rate | 2.95% | |
Subsequent Event | Convertible notes | 2.95% Convertible Senior Notes Due 2026 | ||
Subsequent Event [Line Items] | ||
Interest rate | 2.95% | |
Subsequent Event | 2021 Revolving Credit Facility | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $ 75,000,000 | |
Period prior to maturity date of convertible notes | 120 days | |
Percentage of available commitments | 85.00% | |
Minimum consolidated monthly fixed charge coverage ratio | 1 | |
Subsequent Event | 2021 Revolving Credit Facility | Minimum | ||
Subsequent Event [Line Items] | ||
Commitment fee percentage | 0.20% | |
Subsequent Event | 2021 Revolving Credit Facility | Maximum | ||
Subsequent Event [Line Items] | ||
Commitment fee percentage | 0.30% | |
Subsequent Event | 2021 Revolving Credit Facility | Base Rate | Minimum | ||
Subsequent Event [Line Items] | ||
Margin rate | 1.00% | |
Subsequent Event | 2021 Revolving Credit Facility | Base Rate | Maximum | ||
Subsequent Event [Line Items] | ||
Margin rate | 1.50% | |
Subsequent Event | 2021 Revolving Credit Facility | LIBOR | Minimum | ||
Subsequent Event [Line Items] | ||
Margin rate | 1.50% | |
Subsequent Event | 2021 Revolving Credit Facility | LIBOR | Maximum | ||
Subsequent Event [Line Items] | ||
Margin rate | 2.00% | |
Subsequent Event | Letter of Credit | ||
Subsequent Event [Line Items] | ||
Maximum borrowing capacity | $ 15,000,000 |