Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40787 | |
Entity Registrant Name | ForgeRock, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-1223363 | |
Entity Address, Address Line One | 201 Mission Street | |
Entity Address, Address Line Two | Suite 2900 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
City Area Code | 415 | |
Local Phone Number | 599-1100 | |
Title of 12(b) Security | Class A common stock | |
Trading Symbol | FORG | |
Security Exchange Name | NYSE | |
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 Central Index Key | 0001543916 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,650,000 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 69,248,400 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 197,221 | $ 99,953 |
Short-term investments | 180,872 | 0 |
Accounts receivable, net of allowances of $26 and $159, respectively | 36,071 | 35,372 |
Contract assets | 23,079 | 11,167 |
Deferred commissions | 6,267 | 5,923 |
Prepaid expenses and other assets | 7,224 | 3,802 |
Total current assets | 450,734 | 156,217 |
Deferred commissions | 12,242 | 8,825 |
Property and equipment, net | 2,106 | 2,535 |
Operating lease right-of-use assets | 4,358 | |
Contract and other assets | 1,543 | 817 |
Total assets | 470,983 | 168,394 |
Current liabilities: | ||
Accounts payable | 878 | 1,370 |
Accrued compensation | 15,319 | 13,891 |
Accrued expenses | 5,927 | 3,179 |
Current portion of long-term debt | 0 | 58 |
Current portion of operating lease liability | 1,766 | |
Deferred revenue | 49,890 | 50,341 |
Other liabilities | 2,700 | 10,192 |
Total current liabilities | 76,480 | 79,031 |
Long-term debt | 39,451 | 39,338 |
Long-term operating lease liability | 2,876 | |
Deferred revenue | 7,300 | 5,162 |
Other liabilities | 1,568 | 3,538 |
Total liabilities | 127,675 | 127,069 |
Commitments and contingencies (Note 9) | ||
Redeemable convertible preferred stock, $0.001 par value; zero and 41,557 shares authorized at September 30, 2021 and December 31, 2020, respectively; zero and 40,843 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively (liquidation preference of zero and $268,619 at September 30, 2021 and December 31, 2020, respectively) | 0 | 231,503 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.001 par value; 100,000 and zero shares authorized as of September 30, 2021 and December 31, 2020, respectively; and zero shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock | 24 | |
Additional paid-in capital | 587,371 | 20,602 |
Accumulated other comprehensive income | 7,322 | 5,253 |
Accumulated deficit | (251,467) | (216,057) |
Total stockholders’ equity (deficit) | 343,308 | (190,178) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | 470,983 | $ 168,394 |
Class A common stock | ||
Stockholders’ equity (deficit): | ||
Common stock | 13 | |
Class B common stock | ||
Stockholders’ equity (deficit): | ||
Common stock | $ 69 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Allowance for credit loss | $ 26 | $ 159 |
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 41,557,099 |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 40,842,619 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 40,842,619 |
Redeemable convertible preferred stock, liquidation preference | $ 0 | $ 268,619 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 0 | 83,500,000 |
Common stock, shares issued (in shares) | 0 | 24,186,000 |
Common stock, shares outstanding (in shares) | 0 | 24,186,000 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 0 |
Common stock, shares issued (in shares) | 12,650,000 | 0 |
Common stock, shares outstanding (in shares) | 12,650,000 | 0 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 0 |
Common stock, shares issued (in shares) | 69,052,000 | 0 |
Common stock, shares outstanding (in shares) | 69,052,000 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 44,226 | $ 32,123 | $ 129,029 | $ 87,494 |
Cost of revenue: | ||||
Total cost of revenue | 8,494 | 5,045 | 22,970 | 15,437 |
Gross profit | 35,732 | 27,078 | 106,059 | 72,057 |
Operating expenses: | ||||
Research and development | 10,827 | 9,432 | 31,214 | 26,792 |
Sales and marketing | 22,509 | 18,135 | 64,795 | 56,375 |
General and administrative | 11,188 | 6,214 | 28,091 | 19,469 |
Total operating expenses | 44,524 | 33,781 | 124,100 | 102,636 |
Operating loss | (8,792) | (6,703) | (18,041) | (30,579) |
Foreign currency gain (loss) | (2,684) | 2,699 | (3,003) | (5,142) |
Fair value adjustment on warrants and preferred stock tranche option | (2,729) | (2,415) | (10,068) | (4,196) |
Interest expense | (1,195) | (1,201) | (3,572) | (3,318) |
Other, net | 339 | (65) | (66) | (225) |
Interest and other expense, net | (6,269) | (982) | (16,709) | (12,881) |
Loss before income taxes | (15,061) | (7,685) | (34,750) | (43,460) |
Provision for income taxes | 205 | 124 | 660 | 303 |
Net loss | $ (15,266) | $ (7,809) | $ (35,410) | $ (43,763) |
Net loss per share attributable to Class A and Class B common stockholders: | ||||
Basic (in dollars per share) | $ (0.44) | $ (0.32) | $ (1.26) | $ (1.83) |
Diluted (in dollars per share) | $ (0.44) | $ (0.32) | $ (1.26) | $ (1.83) |
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders: | ||||
Basic (in shares) | 34,680 | 24,039 | 28,124 | 23,941 |
Diluted (in shares) | 34,680 | 24,039 | 28,124 | 23,941 |
Total subscriptions and perpetual licenses | ||||
Revenue: | ||||
Total revenue | $ 42,487 | $ 31,170 | $ 125,377 | $ 84,629 |
Cost of revenue: | ||||
Total cost of revenue | 4,517 | 2,976 | 12,312 | 9,003 |
Subscription term licenses | ||||
Revenue: | ||||
Total revenue | 19,364 | 16,102 | 62,949 | 42,204 |
Subscription SaaS, support & maintenance | ||||
Revenue: | ||||
Total revenue | 22,940 | 14,910 | 61,543 | 41,686 |
Perpetual licenses | ||||
Revenue: | ||||
Total revenue | 183 | 158 | 885 | 739 |
Professional services | ||||
Revenue: | ||||
Total revenue | 1,739 | 953 | 3,652 | 2,865 |
Cost of revenue: | ||||
Total cost of revenue | $ 3,977 | $ 2,069 | $ 10,658 | $ 6,434 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - 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 | $ (15,266) | $ (7,809) | $ (35,410) | $ (43,763) |
Other comprehensive income (loss), net of tax: | ||||
Net change in unrealized gains on available-for-sale securities | 20 | 0 | 24 | 0 |
Foreign currency translation adjustment | 2,804 | (2,792) | 2,045 | 5,826 |
Total comprehensive loss | $ (12,442) | $ (10,601) | $ (33,341) | $ (37,937) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Class A and Class B common stock and Common stock | Additional paid-in capital | Accumulated other comprehensive income | Accumulated deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 31,145,475 | ||||
Beginning balance at Dec. 31, 2019 | $ 139,734 | ||||
Redeemable convertible preferred stock | |||||
Series E-1 redeemable convertible preferred stock issuance, net of issuance costs (in shares) | 9,697,144 | ||||
Series E-1 redeemable convertible preferred stock issuance, net of issuance costs | $ 91,769 | ||||
Ending balance (in shares) at Sep. 30, 2020 | 40,842,619 | ||||
Ending balance at Sep. 30, 2020 | $ 231,503 | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 23,716,033 | ||||
Beginning balance at Dec. 31, 2019 | (150,502) | $ 24 | $ 14,660 | $ 7,599 | $ (172,785) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 3,751 | 3,751 | |||
Exercise of common stock options (in shares) | 650,919 | ||||
Exercise of common stock options | 808 | $ 1 | 807 | ||
Unrealized loss on available-for-sale securities | 0 | ||||
Foreign currency translation adjustment | 5,826 | 5,826 | |||
Net loss | (43,763) | (43,763) | |||
Repurchase of shares from employees (in shares) | (310,932) | ||||
Repurchase of shares from employees | (1,516) | $ (1) | (37) | (1,478) | |
Ending balance (in shares) at Sep. 30, 2020 | 24,056,020 | ||||
Ending balance at Sep. 30, 2020 | $ (185,396) | $ 24 | 19,181 | 13,425 | (218,026) |
Beginning balance (in shares) at Jun. 30, 2020 | 40,842,619 | ||||
Beginning balance at Jun. 30, 2020 | $ 231,503 | ||||
Ending balance (in shares) at Sep. 30, 2020 | 40,842,619 | ||||
Ending balance at Sep. 30, 2020 | $ 231,503 | ||||
Beginning balance (in shares) at Jun. 30, 2020 | 24,002,575 | ||||
Beginning balance at Jun. 30, 2020 | (176,249) | $ 24 | 17,727 | 16,217 | (210,217) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 1,404 | 1,404 | |||
Exercise of common stock options (in shares) | 53,445 | ||||
Exercise of common stock options | 50 | 50 | |||
Unrealized loss on available-for-sale securities | 0 | ||||
Foreign currency translation adjustment | (2,792) | (2,792) | |||
Net loss | (7,809) | (7,809) | |||
Ending balance (in shares) at Sep. 30, 2020 | 24,056,020 | ||||
Ending balance at Sep. 30, 2020 | $ (185,396) | $ 24 | 19,181 | 13,425 | (218,026) |
Beginning balance (in shares) at Dec. 31, 2020 | 40,842,619 | ||||
Beginning balance at Dec. 31, 2020 | $ 231,503 | ||||
Redeemable convertible preferred stock | |||||
Conversion of redeemable convertible preferred stock into Class B common stock in connection with initial public offering (in shares) | (42,778,408) | ||||
Conversion of redeemable convertible preferred stock into Class B common stock in connection with initial public offering | $ (263,178) | ||||
Series E-1 redeemable convertible preferred stock issuance, net of issuance costs (in shares) | 1,935,789 | ||||
Series E-1 redeemable convertible preferred stock issuance, net of issuance costs | $ 19,951 | ||||
Reclassification of preferred stock tranche option liability upon issuance of Series E-1 redeemable convertible preferred stock | $ 11,724 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | ||||
Ending balance at Sep. 30, 2021 | $ 0 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 24,186,000 | 24,185,622 | |||
Beginning balance at Dec. 31, 2020 | $ (190,178) | $ 24 | 20,602 | 5,253 | (216,057) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 6,396 | 6,396 | |||
Conversion of redeemable convertible preferred stock into Class B common stock in connection with initial public offering (in shares) | 42,778,408 | ||||
Conversion of redeemable convertible preferred stock into Class B common stock in connection with initial public offering | 263,178 | $ 43 | 263,135 | ||
Issuance of common stock upon initial public offering net of underwriting discounts, commissions and issuance costs (in shares) | 12,650,000 | ||||
Issuance of common stock upon initial public offering net of underwriting discounts, commissions and issuance costs | 289,320 | $ 13 | 289,307 | ||
Issuance of common stock upon exercise of warrants (in shares) | 344,085 | ||||
Issuance of common stock upon exercise of warrants | $ 8,273 | $ 1 | 8,272 | ||
Exercise of common stock options (in shares) | 1,900,043 | 1,563,932 | |||
Exercise of common stock options | $ 3,188 | $ 1 | 3,187 | ||
Common stock issued upon vesting of restricted stock units, net of tax withholding (in shares) | 179,763 | ||||
Common stock issued upon vesting of restricted stock units, net of tax withholding | (3,528) | (3,528) | |||
Unrealized loss on available-for-sale securities | 24 | 24 | |||
Foreign currency translation adjustment | 2,045 | 2,045 | |||
Net loss | $ (35,410) | (35,410) | |||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 81,701,810 | |||
Ending balance at Sep. 30, 2021 | $ 343,308 | $ 82 | 587,371 | 7,322 | (251,467) |
Beginning balance (in shares) at Jun. 30, 2021 | 42,778,408 | ||||
Beginning balance at Jun. 30, 2021 | $ 263,178 | ||||
Redeemable convertible preferred stock | |||||
Conversion of redeemable convertible preferred stock into Class B common stock in connection with initial public offering (in shares) | (42,778,408) | ||||
Conversion of redeemable convertible preferred stock into Class B common stock in connection with initial public offering | $ (263,178) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | ||||
Ending balance at Sep. 30, 2021 | $ 0 | ||||
Beginning balance (in shares) at Jun. 30, 2021 | 25,421,137 | ||||
Beginning balance at Jun. 30, 2021 | (205,320) | $ 25 | 26,358 | 4,498 | (236,201) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 3,109 | 3,109 | |||
Conversion of redeemable convertible preferred stock into Class B common stock in connection with initial public offering (in shares) | 42,778,408 | ||||
Conversion of redeemable convertible preferred stock into Class B common stock in connection with initial public offering | 263,178 | $ 43 | 263,135 | ||
Issuance of common stock upon initial public offering net of underwriting discounts, commissions and issuance costs (in shares) | 12,650,000 | ||||
Issuance of common stock upon initial public offering net of underwriting discounts, commissions and issuance costs | 289,320 | $ 13 | 289,307 | ||
Issuance of common stock upon exercise of warrants (in shares) | 344,085 | ||||
Issuance of common stock upon exercise of warrants | 8,273 | $ 1 | 8,272 | ||
Exercise of common stock options (in shares) | 328,417 | ||||
Exercise of common stock options | 718 | 718 | |||
Common stock issued upon vesting of restricted stock units, net of tax withholding (in shares) | 179,763 | ||||
Common stock issued upon vesting of restricted stock units, net of tax withholding | (3,528) | (3,528) | |||
Unrealized loss on available-for-sale securities | 20 | 20 | |||
Foreign currency translation adjustment | 2,804 | 2,804 | |||
Net loss | $ (15,266) | (15,266) | |||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 81,701,810 | |||
Ending balance at Sep. 30, 2021 | $ 343,308 | $ 82 | $ 587,371 | $ 7,322 | $ (251,467) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net loss | $ (35,410) | $ (43,763) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 795 | 883 |
Noncash operating lease expense | 1,186 | |
Restructuring and impairment charges | 0 | 356 |
Stock-based compensation expense | 6,396 | 4,950 |
Amortization of deferred commissions | 10,436 | 9,614 |
Foreign currency remeasurement loss | 1,972 | 5,171 |
Change in fair value of redeemable convertible preferred stock warrant liability | 5,871 | 799 |
Change in fair value of preferred stock tranche option liability | 4,157 | 3,392 |
Accretion of premium amortization of discount on short-term investments | 608 | (7) |
Other non-cash | 157 | 649 |
Changes in operating assets and liabilities: | ||
Deferred commissions | (14,366) | (11,621) |
Accounts receivable | (2,170) | 8,948 |
Contract and other non-current assets | (13,500) | (2,499) |
Prepaid expenses and other current assets | (3,696) | 153 |
Operating lease liabilities | (1,614) | |
Accounts payable | 272 | (364) |
Accrued expenses and other liabilities | 3,244 | (318) |
Deferred revenue | 4,306 | (1,161) |
Net cash used in operating activities | (31,356) | (24,818) |
Investing activities: | ||
Purchases of property and equipment | (459) | (768) |
Purchases of short-term investments | (201,415) | (2,992) |
Sales of short-term investments | 19,960 | 0 |
Net cash used in investing activities | (181,914) | (3,760) |
Financing activities: | ||
Proceeds from initial public offering, net of underwriting discounts and commissions | 295,694 | 0 |
Payment of offering costs | (4,076) | 0 |
Proceeds from exercises of employee stock options | 3,189 | 458 |
Proceeds from issuance of redeemable convertible preferred stock | 19,951 | 93,532 |
Redeemable convertible preferred stock issuance costs | 0 | (343) |
Employee payroll taxes paid for net shares settlement of restricted stock units | (3,528) | 0 |
Repurchase of common stock from employees | 0 | (2,307) |
Proceeds from issuance of debt, net of issuance costs | 0 | 9,914 |
Principal repayments on debt | (120) | (186) |
Net cash provided by financing activities | 311,110 | 101,068 |
Effect of exchange rates on cash and cash equivalents and restricted cash | (638) | 88 |
Net increase in cash, cash equivalents and restricted cash | 97,202 | 72,578 |
Cash, cash equivalents and restricted cash, beginning of year | 100,042 | 28,785 |
Cash, cash equivalents and restricted cash, end of year | 197,244 | 101,363 |
Cash paid for interest | ||
Cash paid for interest | 2,536 | 2,714 |
Conversion of redeemable convertible preferred stock to common stock (Note 12) | 263,178 | 0 |
Deferred offering costs accrued but not yet paid | 2,298 | 0 |
Reconciliation of cash and cash equivalents and restricted cash: | ||
Cash and cash equivalents | 197,221 | 101,307 |
Restricted cash included in prepaids and other current assets | 23 | 56 |
Total cash and cash equivalents and restricted cash | $ 197,244 | $ 101,363 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Basis of Presentation | Overview and Basis of Presentation Company and Background ForgeRock, Inc. and its wholly owned subsidiaries (referred to as “ForgeRock”, the “Company”, “we” or “us”) is a modern digital identity platform transforming the way enterprises secure, manage, and govern the identities of customers, employees and partners, APIs, microservices, devices, and Internet of Things (IoT). ForgeRock makes this possible through a unified and extensive identity platform to enable enterprises to provide exceptional digital user experiences without compromising security and privacy. ForgeRock’s identity platform provides a full suite of identity management, access management, identity governance, and artificial intelligence (AI)-powered autonomous identity solutions. The Company is headquartered in San Francisco, California and has operations in Canada and the United States of America (collectively referred to as Americas), France, Germany, Norway and the United Kingdom (collectively referred to as EMEA), Australia, New Zealand and Singapore (collectively referred to as APAC). The Company was formed in Norway in 2009 and incorporated in Delaware in February 2012. Initial Public Offering On September 20, 2021, the Company completed an initial public offering (“IPO”), in which the Company issued and sold 12,650,000 shares of Class A common stock at a price per share of $25.00, including 1,650,000 shares resulting from the exercise in full of the underwriters’ option to purchase additional shares. The Company received net proceeds of $295.7 million from the IPO, after deducting underwriting discounts and commissions of $21.3 million and before deducting estimated offering costs of $6.4 million. Immediately prior to the completion of the IPO, all shares of the Company’s outstanding redeemable convertible preferred stock converted into 42,778,408 shares of common stock on a one-to-one basis and immediately thereafter but still prior to the completion of the Company’s IPO, all outstanding common stock were reclassified into 25,421,137 shares of Class B common stock on a one-to-one basis. Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the financial position and the results of operations for the interim periods presented. The Company’s condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. Unaudited Interim Condensed Consolidated Financial Information The accompanying interim condensed consolidated balance sheet as of September 30, 2021, the condensed consolidated statements of operations, comprehensive loss, and redeemable convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2021 and 2020 and the interim condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 and the related footnote disclosures are unaudited. These interim condensed consolidated financial statements should be read in connection with the Company’s audited financial statements for the year ended December 31, 2020, included in the final prospectus for the Company’s IPO dated September 15, 2021 and filed with the U.S. Securities and Exchange Commission, or the SEC, pursuant to Rule 424(b)(4) on September 17, 2021 (the “Final Prospectus”). The interim condensed consolidated financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and include all adjustments necessary to state fairly the consolidated financial position of the Company as of September 30, 2021, the results of operations for the three and nine months ended September 30, 2021 and 2020 and cash flows for the three and nine months ended September 30, 2021 and 2020. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future period. Use of Estimates The Company’s condensed consolidated financial statements are prepared in accordance with U.S. GAAP as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). These accounting principles require us to make certain estimates and assumptions. The significant estimates and assumptions include but are not limited to (i) standalone selling price (“SSP”) in revenue recognition, (ii) valuation of deferred taxes, (iii) valuation of stock-based compensation, (iv) valuation of the Company’s common stock prior to the Company’s IPO in September 2021, (v) valuation of the preferred stock tranche option liability prior to the Company’s IPO, and (vi) valuation of preferred stock warrant liability. Management evaluates these estimates and assumptions on an ongoing basis and makes estimates based on historical experience and various other assumptions that are believed to be reasonable. However, because future events and their effects cannot be determined with certainty, actual results may differ from these assumptions and estimates, and such differences could be material. In 2019, the World Health Organization categorized the Coronavirus disease (“COVID-19”) as a pandemic. The rapid worldwide spread of COVID-19 has resulted in economic and societal disruptions and uncertainties, which have negatively impacted business with a corresponding decrease in demand for certain goods and services, including possibly from the Company’s customers. The COVID-19 pandemic has disrupted and may continue to disrupt the operations of the Company’s customers and partners, particularly the Company’s customers in industries, including travel and entertainment, that have been especially impacted by the pandemic. Other disruptions or potential disruptions resulting from the COVID-19 pandemic include restrictions on the Company’s personnel and the personnel of the Company’s partners to travel and access customers for training, delays in product development efforts, and additional government requirements or other incremental mitigation efforts that may further impact the Company’s business, financial condition, and results of operations. If the pandemic or its impact changes, the Company’s judgments or estimates will also change, and those changes could materially impact the Company’s condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Except for the policies updated below, including the accounting policy for leases that was updated below as a result of the Company adopting the FASB Accounting Standards Update (“ASU”) Leases (“Topic 842”) on January 1, 2021, there have been no significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” of the audited consolidated financial statements for the year ended December 31, 2020 which are included in our prospectus filed pursuant to Rule 424(b)(4) on September 17, 2021 (the “Final Prospectus”). Stock-based compensation All stock-based compensation to employees, including the purchase rights issued under the Company's 2021 Employee Stock Purchase Plan (the “2021 ESPP”), is based on the fair value of the awards on the date of grant. This cost is recognized as an expense following the straight-line attribution method, over the requisite service period, for stock options, restricted stock units (RSUs) and restricted stock, and over the offering period, for the purchase rights issued under the 2021 ESPP. The Company uses the Black-Scholes option pricing model to measure the fair value of its stock options and the purchase rights issued under the 2021 ESPP. The fair value of the RSUs is determined using the fair value of the Company’s Class A common stock on the date of grant. The Company accounts for equity awards issued to employees and non-employees based on the fair value of the award, determined using the Black-Scholes option valuation model. Prior to the IPO, the fair value of the Company’s common stock was determined by the estimated fair value of the Company’s common stock at the time of grant. Prior to the IPO, the fair value of the shares of common stock underlying stock options had been established by our board of directors, which was responsible for these estimates, and had been based in part upon a valuation provided by a third-party valuation firm. Because there had been no public market for our common stock, our board of directors considered this independent valuation and other factors, including, but not limited to, revenue growth, the current status of the technical and commercial success of our operations, our financial condition, the stage of development and competition to establish the fair value of our common stock at the time of grant of the option. After the IPO, the Company uses the market closing price of its Class A common stock on the date of grant for the fair value. Short-term investments Short-term investments consist primarily of money market funds, U.S. treasury and agency securities, commercial paper, corporate debt and asset-backed securities. The Company’s policy generally requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss. The Company classifies its short-term investments as available-for-sale securities at the time of purchase and reevaluates such classification at each balance sheet date. The Company has classified its investments as current based on the nature of the investments and their availability for use in current operations. Available-for-sale debt securities are recorded at fair value each reporting period. Unrealized gains and losses on these investments are reported as a separate component of accumulated other comprehensive income (loss) on the condensed consolidated balance sheets until realized. Interest income is reported within other, net in the condensed consolidated statements of operations. The Company periodically evaluates its investments to assess whether those with unrealized loss positions are other-than-temporarily impaired. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time the investment has been in a loss position, the extent to which the fair value is less than the Company’s cost basis, and the financial condition and near-term prospects of the investee. Realized gains and losses are determined based on the specific identification method and are reported in Other, net in the consolidated statements of operations. The Company did not consider any of its investments to be other-than-temporarily impaired as of September 30, 2021. JOBS Act Accounting Election As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The Company may elect to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates for recently adopted accounting standards discussed below reflect this election, where applicable. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use (ROU) asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted ASU 2016-02 and related amendments on January 1, 2021, using the optional transition method and recorded an initial adjustment of $5.8 million to operating lease right-of-use assets, $6.5 million to operating lease liabilities and $0.7 million of unamortized deferred rent included in other liabilities in the condensed consolidated balance sheet on January 1, 2021. The Company elected the package of practical expedients permitted under the transition guidance within Topic 842, which allowed the Company to carry forward the historical lease classification, retain the initial direct costs for any leases that existed prior to the adoption of the standard and not reassess whether any contracts entered into prior to the adoption are leases. The Company also elected to account for lease and non-lease components in its real estate lease agreements as a single lease component in determining lease assets and liabilities. In addition, the Company elected not to recognize the right-of-use assets and liabilities for leases with lease terms of one year or less. The Company did not elect the practical expedient allowing the use-of-hindsight, which would require the Company to reassess the lease term of its leases based on all facts and circumstances through the effective date and did not elect the practical expedient pertaining to land easements as this is not applicable to the current contract portfolio. As of September 30, 2021, the aggregate balances of lease right-of-use assets and lease liabilities were $4.4 million and $4.6 million, respectively. The standard did not materially affect the Company’s condensed consolidated statements of operations. The Company will continue to disclose comparative reporting periods prior to January 1, 2021 under the previous accounting guidance, ASC 840 Leases. See Note 7 Leases for further information. |
Segment and Revenue Disclosures
Segment and Revenue Disclosures | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Segment and Revenue Disclosures | Segment and Revenue Disclosures Segment Reporting: Revenue by geographic region is based on the delivery address of the customer and is summarized in the below table (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Americas $ 21,123 $ 18,422 $ 66,689 $ 47,900 EMEA 16,194 10,367 45,084 30,714 APAC 6,909 3,334 17,256 8,880 Total Revenue $ 44,226 $ 32,123 $ 129,029 $ 87,494 The Company’s revenue from the United States was $18.8 million and $61.1 million, for the three and nine months ended September 30, 2021, respectively. The Company’s revenue from the United States was $16.7 million and $44.0 million, for the three and nine months ended September 30, 2020, respectively. The Company’s revenue from the United Kingdom was $5.0 million for the three months ended September 30, 2021. The Company’s revenue from the United Kingdom did not exceed 10% of the Company’s total revenue for the nine months ended September 30, 2021. The Company’s revenue from the United Kingdom was $3.4 million and $10.9 million for the three and nine months ended September 30, 2020, respectively. No other individual country exceeded 10% of the Company’s total quarterly or year to date revenue. Disaggregation of revenue The principal category the Company uses to disaggregate revenues is the nature of the Company’s products and services as presented in the condensed consolidated statements of operations, the total of which is reconciled to the condensed consolidated revenue from the Company’s single reportable segment. In the following table, revenue is presented by software license and service categories (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue: Multi-year term licenses $ 10,222 $ 7,162 $ 37,834 $ 17,440 1-year term licenses 9,142 8,940 25,115 24,764 Total subscription term licenses 19,364 16,102 62,949 42,204 Subscription SaaS, support and maintenance 22,940 14,910 61,543 41,686 42,304 31,012 124,492 83,890 Perpetual licenses 183 158 885 739 Total subscriptions and perpetual licenses 42,487 31,170 125,377 84,629 Professional services 1,739 953 3,652 2,865 Total Revenue $ 44,226 $ 32,123 $ 129,029 $ 87,494 Contract assets and deferred revenue Contract assets and deferred revenue from contracts with customers were as follows (in thousands): September 30, December 31, Contract assets $ 23,630 $ 11,347 Deferred revenue 57,190 55,504 Contract assets are recorded when revenue is recognized prior to invoicing. Contract assets are transferred to accounts receivable upon customer invoicing. Beginning of the period contract asset amounts transferred to accounts receivable during the period were $3.1 million and $1.0 million for the three months ended September 30, 2021 and 2020, respectively and $8.0 million and $5.5 million for the nine months ended September 30, 2021 and 2020, respectively. Revenue recognized that was included in the deferred revenue balance at the beginning of the period was $24.2 million and $17.5 million for the three months ended September 30, 2021 and 2020, respectively and $45.5 million and $33.4 million for the nine months ended September 30, 2021 and 2020, respectively. Remaining performance obligations Remaining Performance Obligations (“RPO”) represents transaction price allocated to still unsatisfied or partially satisfied performance obligations. Those obligations are recorded as deferred revenue or contractually stated or committed orders under multi-year billing plans for subscription and perpetual licenses, Software as a Service “SaaS” and support and maintenance contracts for which the associated deferred revenue has not yet been recorded. As of September 30, 2021, total remaining non-cancellable performance obligations under the Company’s subscriptions SaaS, support and maintenance contracts with customers was approximately $125.4 million. Of this amount, the Company expects to recognize revenue of approximately $77.6 million, or 62%, over the next 12 months, with the balance to be recognized as revenue thereafter. Contract Costs The following table summarizes the account activity of deferred commissions for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Beginning balance $ 17,055 $ 10,225 $ 14,748 $ 10,042 Additions to deferred commissions 4,656 4,654 14,197 11,170 Amortization of deferred commissions (3,202) (3,281) (10,436) (9,614) Ending balance $ 18,509 $ 11,598 $ 18,509 $ 11,598 September 30, December 31, Deferred commissions, current $ 6,267 $ 5,923 Deferred commissions, noncurrent 12,242 8,825 Total deferred commissions $ 18,509 $ 14,748 Concentrations of Credit Risk and Significant Customers The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. Cash and cash equivalents and short-term investments are currently held in one financial institution and, at times, may exceed federally insured limits. As of September 30, 2021 and December 31, 2020, no single customer represented greater than 10% of accounts receivable. For the three and nine months ended September 30, 2021 and 2020, no single customer represented greater than 10% of revenue. |
Collaborative Arrangements
Collaborative Arrangements | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Arrangements | Collaborative ArrangementsIn the three and nine months ended September 30, 2021, the Company recognized revenue of $1.3 million and $3.5 million, respectively, and royalty expenses of $0.1 million and $0.6 million, respectively, related to the Company’s collaborative arrangements. In the three and nine months ended September 30, 2020, the Company recognized revenue of $0.1 million and $1.2 million and royalty expenses of $0.2 million and $0.4 million, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on the following three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last unobservable: Level 1 – Quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table represents the fair value hierarchy for the Company’s financial assets and liabilities held by value on a recurring basis (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 169,315 $ — $ — $ 169,315 Total cash equivalents 169,315 — — 169,315 Commercial paper — 58,050 — 58,050 Asset-backed securities — 30,287 — 30,287 Corporate debt securities — 66,099 — 66,099 U.S. Government debt securities — 26,436 — 26,436 Total short-term investments — 180,872 — 180,872 Total cash equivalents and short-term investments $ 169,315 $ 180,872 $ — $ 350,187 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 79,876 $ — $ — $ 79,876 Liabilities: Preferred stock warrants $ — $ — $ 2,401 $ 2,401 Preferred stock tranche option — — 7,567 7,567 Total liabilities $ — $ — $ 9,968 $ 9,968 The preferred stock warrants and preferred stock tranche option liability values were estimated using assumptions related to the remaining contractual terms, the risk-free interest rates, the volatility of comparable public companies over the remaining terms and the fair value of underlying shares. The significant unobservable inputs used in the fair value measurement included the fair value of the Company’s underlying preferred stock at the valuation date and the estimated terms. Increases (decreases) in the fair value were recognized in fair value adjustment on warrants and preferred stock tranche option on the condensed consolidated statements of operations. The change in the fair value of the warrants was as follows (in thousands): Nine Months Ended September 30, 2021 Beginning balance $ 2,401 Increase in fair value of preferred stock warrants 5,871 Balance at issuance of common stock upon exercise of warrants (8,272) Ending balance $ — The change in fair value of the preferred stock tranche option was as follows (in thousands): Nine Months Ended September 30, 2021 Beginning balance $ 7,567 Increase in fair value of preferred stock tranche option 4,157 Balance at reclassification to redeemable convertible preferred stock (11,724) Ending balance $ — For certain of the Company’s financial instruments, including cash held in banks, accounts receivable, accounts payable and accrued expense, the carrying amounts approximate fair value due to their short maturities, and are, therefore, excluded from the fair value table above. |
Cash Equivalents and Short-Term
Cash Equivalents and Short-Term Investments | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash Equivalents and Short-Term Investments | Cash Equivalents and Short-Term Investments The amortized cost, unrealized loss and estimated fair value of the Company’s cash equivalents and short-term investments as of September 30, 2021 were as follows (in thousands): September 30, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash Equivalents: Money market funds $ 169,315 $ — $ — $ 169,315 Corporate debt securities — — — — Total cash equivalents 169,315 — — 169,315 Short-term investments Commercial paper 58,050 — — $ 58,050 Asset-backed securities 30,279 9 (1) 30,287 Corporate debt securities 66,081 18 — 66,099 U.S. Government debt securities 26,438 — (2) 26,436 Short-term investments 180,848 27 (3) 180,872 Total $ 350,163 $ 27 $ (3) $ 350,187 All short-term investments were designated as available-for-sale as of September 30, 2021. The Company had $79.9 million in money market funds at December 31, 2020. The following table presents the contractual maturities of the Company’s short-term investments as of September 30, 2021 (in thousands): September 30, 2021 Amortized Cost Estimated Fair Value Due within one year $ 121,766 $ 121,776 Due between one to five years 59,082 59,096 Total $ 180,848 $ 180,872 As of September 30, 2021, the Company did not have any unsettled purchases or unsettled maturities of short-term investments. The Company had short-term investments with a market value of $86.6 million in unrealized loss positions as of September 30, 2021. There were no material gross unrealized gains or losses from available-for-sale securities and no material realized gains or losses from available-for-sale securities that were reclassified out of accumulated other comprehensive income for the three and nine months ended September 30, 2021. For available-for-sale debt securities that have unrealized losses, the Company evaluates whether (i) the Company has the intention to sell any of these investments, (ii) it is not more likely than not that the Company will be required to sell any of these available-for-sale debt securities before recovery of the entire amortized cost basis and (iii) the decline in the fair value of the investment is due to credit or non- credit related factors. Based on this evaluation, the Company determined that for short-term investments, there were no material credit or non-credit related impairments as of September 30, 2021. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use (ROU) asset representing its right to use the underlying asset for the lease term. The Company adopted this standard on January 1, 2021. The Company primarily has operating leases for office space. The leases expire on various dates between 2022 and 2029, some of which could include options to extend the lease. Lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As these leases do not provide an implicit rate, ForgeRock uses its incremental borrowing rate based on the information available at the lease’s commencement date in determining the present value of lease payments. The Company considers information including, but not limited to, the lease term, the Company’s credit rating and interest rates of similar debt instruments with comparable credit ratings and security interests. The lease right-of-use assets are increased by any lease prepayments made and reduced by any lease incentives such as tenant improvement allowances. Options to extend the lease term are included in the lease term when it is reasonably certain that ForgeRock will exercise the extension option. The Company’s operating leases typically include non-lease components such as common-area maintenance costs. ForgeRock has elected to include non-lease components with lease payments for the purpose of calculating lease right-of-use assets and liabilities, to the extent that they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments. Leases with a term of one year or less are not recognized on the Company’s condensed consolidated balance sheet, while the associated lease payments are recorded in the condensed consolidated statements of operations on a straight-line basis over the lease term. The following table summarizes the components of lease expense, which are included in operating expenses in the Company’s condensed statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Operating lease cost $ 584 $ 1,724 Variable lease cost 162 543 Total lease cost $ 746 $ 2,267 Variable lease payments include amounts relating to common area maintenance, real estate taxes and insurance and are recognized in the condensed statements of operations and comprehensive loss as incurred. The following table summarizes supplemental information related to leases (in thousands): Nine Months Ended September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,009 Weighted-average remaining lease term (years) Operating leases 4.6 Weighted-average discount rate Operating leases 4.4 % The following table summarizes the maturities of lease liabilities as of September 30, 2021 (in thousands): 2021 (3 months remaining) $ 627 2022 1,544 2023 886 2024 726 2025 461 Thereafter 902 Total future minimum lease payments 5,146 Less: imputed interest (504) Present value of future minimum lease payments 4,642 Less: Current portion of operating lease liability (1,766) Long-term operating lease liability $ 2,876 As previously disclosed in the Company’s annual consolidated financial statements for the year ended December 31, 2020, and under previous lease accounting standard ASC 840, Leases, the aggregate future noncancelable minimum rental payments on its operating leases as of December 31, 2020 are as follows (in thousands): Year Ending December 31: 2021 $ 2,455 2022 1,444 2023 887 2024 762 2025 and years thereafter 1,355 Total minimum future rentals $ 6,903 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents total debt outstanding (in thousands, except interest rates): September 30, 2021 December 31, 2020 Amount Interest Rate Amount Interest Rate $10.0 million March 2019 $ 10,000 8.00 % $ 10,000 8.40 % $10.0 million September 2019 10,000 8.00 % 10,000 9.20 % $10.0 million December 2019 10,000 8.00 % 10,000 10.00 % $10.0 million March 2020 10,000 8.00 % 10,000 10.00 % Other debt — 120 6.23 % Less: debt discount (549) (724) Total debt, net of debt discount 39,451 39,396 Less: short-term debt — (58) Total long-term debt $ 39,451 $ 39,338 In September 2021, the Company executed an amendment to the Amended Restated Plain English Growth Capital Loan and Security Agreement with TriplePoint and TriplePoint Capital LLC (the “A&R Loan Agreement”), which amends and restates the 2016 Agreement. The payments on all cash advances are interest only. The amended A&R Loan Agreement became effective once the registration statement in connection with the initial public offering was declared effective on September 16, 2021. The key provisions of the amendment include: (1) a covenant requiring the maintenance of a $20.0 million cash balance when an event of default exits, (2) change in the interest rate for outstanding term loan to be eight percent (8.00%) per annum on the existing loans, (3) extension of the maturity dates by twenty-four months, (4) change in the prepayment penalties and (5) and a change in the prepayment premium. The principal will be due at the end of the term of the respective advance. The A&R Loan Agreement is secured by substantially all the Company’s assets, excluding its intellectual property, which was subject to a negative pledge. The A&R Loan Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company, including, among other things, restrictions on indebtedness, liens, investments, dividends and other distributions. The A&R Loan Agreement was accounted for as a modification and not an extinguishment as the terms of the Company’s outstanding debt were not substantially different from the original terms. The Company amortizes the debt issuance costs as interest expense using the effective interest method over the remaining term of the loan. As of September 30, 2021 and December 31, 2020, accrued interest for the end-of term payments was $1.5 million and $1.0 million, respectively. The effective interest rate on debt was 8.46% and 11.44% for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively. As of September 30, 2021, the Company was in compliance with the covenants set forth in the Amended and Restated Loan Agreement. Future principal payments on outstanding borrowings as of September 30, 2021 are as follows: Years ending: 2021 (3 months remaining) $ — 2022 — 2023 — 2024 — 2025 30,000 2026 10,000 Total $ 40,000 In connection with the issuance of the debt, the Company also entered into separate warrant transactions. As of September 30, 2021, all the warrants to acquire the Company’s redeemable convertible preferred stock had been exercised (see Note 12 Redeemable Convertible Preferred Stock and related warrants and option ). |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit As of September 30, 2021 and December 31, 2020, the Company had outstanding letters of credit under an office lease agreement that totaled $0.6 million, which primarily guaranteed early termination fees in the event of default. The letters of credit are not collateralized. Purchase Commitments In the ordinary course of business, the Company enters into various purchase commitments primarily related to third-party cloud hosting and data services, information technology operations and marketing events. Total noncancelable purchase commitments as of September 30, 2021 were approximately $13.8 million for periods through 2024. Employee Benefit Plans The 401(k) Plan and other pension plans that the Company provides or is mandated to provide are all defined contribution plans. During the nine months ended September 30, 2021 and 2020, the Company’s 401(k) and other pension plan contributions were $2.7 million and $1.5 million, respectively. Warranties and Guarantees The Company’s software and software as a service (SaaS) offerings are generally warrantied to perform materially in accordance with the Company’s documentation under normal use and circumstances. To date, the Company has not incurred significant costs and has not accrued a liability in the accompanying condensed consolidated financial statements as a result of these obligations. The Company has not experienced any significant failures to meet defined support response times or SaaS uptimes pursuant to those agreements and has not accrued any liabilities related to these agreements in the condensed consolidated financial statements. The Company has not been obligated to make any payments for contingent indemnification obligations in respect to third-party claims, and no liabilities have been recorded for these obligations as of September 30, 2021. Legal Matters From time to time, the Company may be a party to various legal proceedings and claims that arise in the ordinary course of business. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company maintains insurance to cover certain actions and believes that resolution of such claims, charges, or litigation will not have a material impact on the Company’s financial position, results of operations, or liquidity. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesFor the three months ended September 30, 2021 and 2020, the Company recorded a tax provision of $0.2 million and $0.1 million, respectively. For the nine months ended September 30, 2021 and 2020, the Company recorded a tax provision of $0.7 million and $0.3 million, respectively. The effective tax rate differs from the U.S. federal statutory income tax rate of 21% primarily as a result of not recognizing deferred tax assets for domestic and certain foreign jurisdictions due to a full valuation allowance against deferred tax assets. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation 2021 Equity Incentive Plan In September 2021, the Company’s board of directors adopted and the stockholders approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) as a successor to 2012 Equity Incentive Plan (the “2012 Plan”) with the purpose of granting stock-based awards to employees, directors, officers and consultants, including stock options, restricted stock awards and restricted stock units (RSUs). A total of 7,276,000 shares of Class A common stock were initially available for issuance under the 2021 Plan. The Company’s compensation committee administers the 2021 Plan. In addition, the shares reserved for issuance under the 2021 Plan will also include a number of shares of Class A common stock equal to the number of shares of Class B common stock subject to awards granted under the 2012 Plan that, on or after the termination of the 2012 Plan, expire or otherwise terminate without having been exercised in full or are forfeited to or repurchased by the Company (provided that the maximum number of shares that may be added to the 2021 Plan pursuant to this sentence is 14,913,309 shares). The number of shares of the Company’s Class A common stock available for issuance under the 2021 Plan is subject to an annual increase on the first day of each fiscal year beginning on January 1, 2022, equal to the lesser of: (i) 8,085,000 shares; (ii) 5% of the outstanding shares of all classes of the Company’s common stock as of the last day of the immediately preceding year; or (iii) such other amount as the Company’s board of directors may determine. 2012 Equity Incentive Plan The 2012 Plan (the Prior Plan), which was recently amended in March 2021, was terminated in September 2021, in connection with the adoption of The Company’s 2021 Plan, and stock-based awards are no longer granted under the Prior Plan. However, the Prior Plan will continue to govern the terms and conditions of the outstanding awards previously granted thereunder. The Company’s 2012 Plan permitted the grant of incentive stock options, non-statutory stock options, restricted stock units (“RSUs”) and stock appreciation rights. As of September 30, 2021, the Company has not issued any stock appreciation rights. The Company issued 240,000 and 111,111 RSUs in 2016 and 2018, respectively. The vesting terms included time, performance and the occurrence of liquidity event. Upon the Company’s IPO, a liquidity event which occurred in September, 2021, stock-based compensation expense of $0.9 million was recognized for the RSUs. A summary of the Company’s stock-based compensation expense as recognized on the condensed consolidated statements of operations is presented in thousands below: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 26 $ 35 $ 193 $ 112 Research and development 564 167 1,058 1,084 Sales and marketing 1,078 619 2,046 1,539 General and administrative 1,441 583 3,099 2,215 Total stock-based compensation $ 3,109 $ 1,404 $ 6,396 $ 4,950 The following table summarizes the activity of the Plan: Number of Weighted- Weighted Average Balance at December 31, 2020 15,465,671 $ 3.08 6.2 $ 73,155 Options granted 2,443,785 14.30 Options exercised (1,900,043) 1.71 Options forfeited (583,753) 4.40 Balance at September 30, 2021 15,425,660 4.98 6.64 $ 523,749 As of September 30, 2021: Vested and exercisable 9,059,341 $ 2.70 5.2 $ 328,256 The following assumptions were used to estimate the fair value of stock options granted during the three and nine months ended September 30, 2021: Three Months Ended Nine Months Ended Volatility 50.2 % 50.7 % Expected term (in years) 6.03 6.04 Risk-free interest rate 0.95 % 0.89 % Expected dividends 0 % 0 % Weighted-average grant date fair value $ 11.60 $ 8.85 As of September 30, 2021, there was $28.7 million of unrecognized compensation expense related to non-vested stock-based compensation arrangements granted under the Plan. That expense is expected to be recognized over a weighted-average period of 3.24 years. 2021 Employee Stock Purchase Plan In September 2021, the Company’s board of directors adopted and the stockholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective prior to the completion of the IPO, and established with an initial reserve of 1,617,000 shares of common stock. The 2021 ESPP provides for annual increases in the number of shares available for issuance on the first day of each year equal to the lesser of: (i) 1,617,000 shares; (ii) 1% of the outstanding shares of all classes of the Company’s common stock as of the last day of the immediately preceding year; or (iii) such other amount determined by the plan administrator. As of September 30, 2021, no shares had been granted under the 2021 ESPP. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and related warrants and option | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock and related warrants and option | Redeemable Convertible Preferred Stock and related warrants and option Redeemable Convertible Preferred Stock Upon the closing of the IPO, all 42,778,408 shares of the Company’s then-outstanding redeemable convertible preferred stock, including the option to purchase 1,935,789 shares which was exercised in April 2021, automatically converted on a one-to-one basis to shares of Class B common stock. Significant terms of the outstanding redeemable convertible preferred stock at December 31, 2020, were as follows (in thousands, except share amounts): Shares Carrying Aggregate Authorized Issued and Series A 6,952,382 6,952,382 $ 7,017 $ 7,300 Series B 9,108,214 9,108,214 15,028 15,165 Series C 5,785,212 5,589,220 29,836 29,943 Series D 9,711,291 9,495,659 87,853 88,072 Series E 10,000,000 9,697,144 91,769 128,139 41,557,099 40,842,619 $ 231,503 $ 268,619 Preferred Stock In connection with the IPO, the Company amended and restated its certificate of incorporation, which became effective immediately prior to the closing of the Company’s offering, which authorized 100,000,000 shares of undesignated preferred stock, with a par value of $0.001. As of September 30, 2021, there were 100,000,000 shares of preferred stock authorized and zero shares of preferred stock outstanding. Preferred Stock Warrants In September 24, 2021, after the closing of the Company’s IPO, the warrants to purchase 411,624 shares of preferred stock, all related to the Company’s debt, were exercised in a cashless exercise for a net amount of 344,085 Class B common stock. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Deficit | Stockholders’ Equity (Deficit) Common Stock The Company has two classes of common stock: Class A common stock and Class B common stock. In connection with the IPO, the Company amended and restated its certificate of incorporation and authorized 1,000,000,000 shares of Class A common stock and 500,000,000 shares of Class B common stock. The shares of Class A common stock and Class B common stock are identical, except with respect to voting rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes. Class A and Class B common stock have a par value of $0.001 per share, and are referred to collectively as the Company’s common stock throughout the notes to the condensed consolidated financial statements, unless otherwise noted. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors. Shares of Class B common stock may be converted to Class A common stock at any time at the option of the stockholder. Shares of Class B common stock automatically convert to Class A common stock at the earlier of (i) the 7th anniversary of the filing and effectiveness of the Company’s amended and restated certificate of incorporation in connection with the IPO, (ii) when the outstanding shares of the Company’s Class B common stock represent less than 5% of the combined voting power of the Company’s Class A common stock and Class B common stock, and (iii) the affirmative vote of the holders of 66 2/3% of the voting power of the Company’s outstanding Class B common stock. Immediately prior to the completion of the IPO, all shares of common stock then outstanding were reclassified into Class B common stock. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The Company computes net loss per share using the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting rights. Accordingly, the Class A common stock and Class B common stock share equally in the Company’s net losses. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both individual and combined basis. Before the IPO, the Company’s outstanding securities also included redeemable convertible preferred stock. The holders of redeemable convertible preferred stock did not have a contractual obligation to share in the Company’s losses, and as a result, net losses were not allocated to these securities. The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the periods presented. The shares issued in the IPO, Class A, and Class B common stock issued upon conversion of the outstanding shares of common stock and redeemable convertible preferred stock in the IPO are included in the table below weighted for the period outstanding in the nine months ended September 30, 2021. There has not been any conversion of Class B shares to Class A since IPO. The following table provides a reconciliation of the numerator and denominator used in the Company’s calculation of basic and diluted net loss per share: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands, except per share data) (in thousands, except per share data) Class A Class B Common Class A Class B Common Numerator: Net loss attributable to common stockholders $ (908) $ (14,358) $ (7,809) $ (875) $ (34,535) $ (43,763) Denominator: Weighted-average common stock outstanding attributable to common stockholders, basic and diluted 2,063 32,618 24,039 695 27,429 23,941 Net loss per share attributable to common stockholders: Basic and diluted $ (0.44) $ (0.44) $ (0.32) $ (1.26) $ (1.26) $ (1.83) Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been anti- dilutive. The following outstanding potentially dilutive ordinary shares were excluded from the computation of diluted net loss per share attributable to ordinary shareholders for the periods presented, as their effect would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Redeemable convertible preferred stock — 40,843 — 40,843 Stock options 12,997 4,396 13,050 4,419 Restricted stock units 268 351 305 351 Convertible preferred stock warrants and option — 2,347 — 2,347 Other awards including contingently issuable shares 43 72 68 84 Total anti-dilutive shares 13,308 48,009 13,423 48,044 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In April 2020, the Company sold an aggregate of 4,409,596 shares of its Series E redeemable convertible preferred stock to related party investors at a purchase price of $9.6453 per share, for an aggregate purchase price of $42.5 million. In April 2021, the Company sold an aggregate of 1,935,789 shares of its Series E-1 redeemable convertible preferred stock to a related party investor at a purchase price of $10.3317 per share, for an aggregate purchase price of $20.0 million. KKR & Co. Inc. (“KKR”) is a U.S.-based investment firm that controls the funds which own approximately 7.75% of the Company’s capital stock and has representation on the ForgeRock Board of Directors. ForgeRock has revenue arrangements with a KKR affiliate in which KKR acquired a significant level of ownership during the fourth quarter of 2020. During the three and nine months ended September 30, 2021, the Company recognized revenue of $2.1 million and $3.3 million, respectively, from software license agreements with this KKR affiliate. The Company had $0.1 million in accounts receivable recorded related to these agreements at September 30, 2021. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company has evaluated subsequent events through November 12, 2021, which is the date the financial statements were available to be issued. Headquarters Office Lease Amendment On November 8, 2021, the Company amended and extended its operating lease agreement for its headquarters located at 201 Mission Street, Suite 2900, San Francisco, California. The amendment includes (i) an extension of the lease term which begins on May 1, 2022 and expires on August 31, 2029 with a base rent of $112,953 per month increasing 3% annually (ii) an abatement of the monthly base rent for a six month period beginning no earlier than May 1, 2022, and (iii) an allowance for tenant improvements up to $0.9 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of ConsolidationThe accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to fairly state the financial position and the results of operations for the interim periods presented. The Company’s condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. |
Unaudited Interim condensed Consolidated Financial Information | Unaudited Interim Condensed Consolidated Financial Information The accompanying interim condensed consolidated balance sheet as of September 30, 2021, the condensed consolidated statements of operations, comprehensive loss, and redeemable convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2021 and 2020 and the interim condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 and the related footnote disclosures are unaudited. These interim condensed consolidated financial statements should be read in connection with the Company’s audited financial statements for the year ended December 31, 2020, included in the final prospectus for the Company’s IPO dated September 15, 2021 and filed with the U.S. Securities and Exchange Commission, or the SEC, pursuant to Rule 424(b)(4) on September 17, 2021 (the “Final Prospectus”). The interim condensed consolidated financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and include all adjustments necessary to state fairly the consolidated financial position of the Company as of September 30, 2021, the results of operations for the three and nine months ended September 30, 2021 and 2020 and cash flows for the three and nine months ended September 30, 2021 and 2020. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future period. |
Use of Estimates | Use of Estimates The Company’s condensed consolidated financial statements are prepared in accordance with U.S. GAAP as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). These accounting principles require us to make certain estimates and assumptions. The significant estimates and assumptions include but are not limited to (i) standalone selling price (“SSP”) in revenue recognition, (ii) valuation of deferred taxes, (iii) valuation of stock-based compensation, (iv) valuation of the Company’s common stock prior to the Company’s IPO in September 2021, (v) valuation of the preferred stock tranche option liability prior to the Company’s IPO, and (vi) valuation of preferred stock warrant liability. Management evaluates these estimates and assumptions on an ongoing basis and makes estimates based on historical experience and various other assumptions that are believed to be reasonable. However, because future events and their effects cannot be determined with certainty, actual results may differ from these assumptions and estimates, and such differences could be material. In 2019, the World Health Organization categorized the Coronavirus disease (“COVID-19”) as a pandemic. The rapid worldwide spread of COVID-19 has resulted in economic and societal disruptions and uncertainties, which have negatively impacted business with a corresponding decrease in demand for certain goods and services, including possibly from the Company’s customers. The COVID-19 pandemic has disrupted and may continue to disrupt the operations of the Company’s customers and partners, particularly the Company’s customers in industries, including travel and entertainment, that have been especially impacted by the pandemic. Other disruptions or potential disruptions resulting from the COVID-19 pandemic include restrictions on the Company’s personnel and the personnel of the Company’s partners to travel and access customers for training, delays in product development efforts, and additional government requirements or other incremental mitigation efforts that may further impact the Company’s business, financial condition, and results of operations. |
Stock-based compensation | Stock-based compensation All stock-based compensation to employees, including the purchase rights issued under the Company's 2021 Employee Stock Purchase Plan (the “2021 ESPP”), is based on the fair value of the awards on the date of grant. This cost is recognized as an expense following the straight-line attribution method, over the requisite service period, for stock options, restricted stock units (RSUs) and restricted stock, and over the offering period, for the purchase rights issued under the 2021 ESPP. The Company uses the Black-Scholes option pricing model to measure the fair value of its stock options and the purchase rights issued under the 2021 ESPP. The fair value of the RSUs is determined using the fair value of the Company’s Class A common stock on the date of grant. The Company accounts for equity awards issued to employees and non-employees based on the fair value of the award, determined using the Black-Scholes option valuation model. Prior to the IPO, the fair value of the Company’s common stock was determined by the estimated fair value of the Company’s common stock at the time of grant. Prior to the IPO, the fair value of the shares of common stock underlying stock options had been established by our board of directors, which was responsible for these estimates, and had been based in part upon a valuation provided by a third-party valuation firm. Because there had been no public market for our common stock, our board of directors considered this independent valuation and other factors, including, but not limited to, revenue growth, the current status of the technical and commercial success of our operations, our financial condition, the stage of development and competition to establish the fair value of our common stock at the time of grant of the option. After the IPO, the Company uses the market closing price of its Class A common stock on the date of grant for the fair value. |
Short-term Investments | Short-term investments Short-term investments consist primarily of money market funds, U.S. treasury and agency securities, commercial paper, corporate debt and asset-backed securities. The Company’s policy generally requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss. The Company classifies its short-term investments as available-for-sale securities at the time of purchase and reevaluates such classification at each balance sheet date. The Company has classified its investments as current based on the nature of the investments and their availability for use in current operations. Available-for-sale debt securities are recorded at fair value each reporting period. Unrealized gains and losses on these investments are reported as a separate component of accumulated other comprehensive income (loss) on the condensed consolidated balance sheets until realized. Interest income is reported within other, net in the condensed consolidated statements of operations. The Company periodically evaluates its investments to assess whether those with unrealized loss positions are other-than-temporarily impaired. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time the investment has been in a loss position, the extent to which the fair value is less than the Company’s cost basis, and the financial condition and near-term prospects of the investee. Realized gains and losses are determined based on the specific identification method and are reported in Other, net in the consolidated statements of operations. The Company did not consider any of its investments to be other-than-temporarily impaired as of September 30, 2021. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use (ROU) asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company adopted ASU 2016-02 and related amendments on January 1, 2021, using the optional transition method and recorded an initial adjustment of $5.8 million to operating lease right-of-use assets, $6.5 million to operating lease liabilities and $0.7 million of unamortized deferred rent included in other liabilities in the condensed consolidated balance sheet on January 1, 2021. The Company elected the package of practical expedients permitted under the transition guidance within Topic 842, which allowed the Company to carry forward the historical lease classification, retain the initial direct costs for any leases that existed prior to the adoption of the standard and not reassess whether any contracts entered into prior to the adoption are leases. The Company also elected to account for lease and non-lease components in its real estate lease agreements as a single lease component in determining lease assets and liabilities. In addition, the Company elected not to recognize the right-of-use assets and liabilities for leases with lease terms of one year or less. The Company did not elect the practical expedient allowing the use-of-hindsight, which would require the Company to reassess the lease term of its leases based on all facts and circumstances through the effective date and did not elect the practical expedient pertaining to land easements as this is not applicable to the current contract portfolio. As of September 30, 2021, the aggregate balances of lease right-of-use assets and lease liabilities were $4.4 million and $4.6 million, respectively. The standard did not materially affect the Company’s condensed consolidated statements of operations. The Company will continue to disclose comparative reporting periods prior to January 1, 2021 under the previous accounting guidance, ASC 840 Leases. See Note 7 Leases for further information. |
Segment and Revenue Disclosur_2
Segment and Revenue Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue by Geographic Region | Revenue by geographic region is based on the delivery address of the customer and is summarized in the below table (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Americas $ 21,123 $ 18,422 $ 66,689 $ 47,900 EMEA 16,194 10,367 45,084 30,714 APAC 6,909 3,334 17,256 8,880 Total Revenue $ 44,226 $ 32,123 $ 129,029 $ 87,494 |
Summary of Disaggregation of Revenue | In the following table, revenue is presented by software license and service categories (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue: Multi-year term licenses $ 10,222 $ 7,162 $ 37,834 $ 17,440 1-year term licenses 9,142 8,940 25,115 24,764 Total subscription term licenses 19,364 16,102 62,949 42,204 Subscription SaaS, support and maintenance 22,940 14,910 61,543 41,686 42,304 31,012 124,492 83,890 Perpetual licenses 183 158 885 739 Total subscriptions and perpetual licenses 42,487 31,170 125,377 84,629 Professional services 1,739 953 3,652 2,865 Total Revenue $ 44,226 $ 32,123 $ 129,029 $ 87,494 |
Summary of Contract Assets and Deferred Revenue | Contract assets and deferred revenue from contracts with customers were as follows (in thousands): September 30, December 31, Contract assets $ 23,630 $ 11,347 Deferred revenue 57,190 55,504 |
Summary of Deferred Commissions | The following table summarizes the account activity of deferred commissions for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Beginning balance $ 17,055 $ 10,225 $ 14,748 $ 10,042 Additions to deferred commissions 4,656 4,654 14,197 11,170 Amortization of deferred commissions (3,202) (3,281) (10,436) (9,614) Ending balance $ 18,509 $ 11,598 $ 18,509 $ 11,598 September 30, December 31, Deferred commissions, current $ 6,267 $ 5,923 Deferred commissions, noncurrent 12,242 8,825 Total deferred commissions $ 18,509 $ 14,748 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on a Recurring Basis | The following table represents the fair value hierarchy for the Company’s financial assets and liabilities held by value on a recurring basis (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 169,315 $ — $ — $ 169,315 Total cash equivalents 169,315 — — 169,315 Commercial paper — 58,050 — 58,050 Asset-backed securities — 30,287 — 30,287 Corporate debt securities — 66,099 — 66,099 U.S. Government debt securities — 26,436 — 26,436 Total short-term investments — 180,872 — 180,872 Total cash equivalents and short-term investments $ 169,315 $ 180,872 $ — $ 350,187 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 79,876 $ — $ — $ 79,876 Liabilities: Preferred stock warrants $ — $ — $ 2,401 $ 2,401 Preferred stock tranche option — — 7,567 7,567 Total liabilities $ — $ — $ 9,968 $ 9,968 |
Schedule of Change in Fair Value of Liabilities | The change in the fair value of the warrants was as follows (in thousands): Nine Months Ended September 30, 2021 Beginning balance $ 2,401 Increase in fair value of preferred stock warrants 5,871 Balance at issuance of common stock upon exercise of warrants (8,272) Ending balance $ — The change in fair value of the preferred stock tranche option was as follows (in thousands): Nine Months Ended September 30, 2021 Beginning balance $ 7,567 Increase in fair value of preferred stock tranche option 4,157 Balance at reclassification to redeemable convertible preferred stock (11,724) Ending balance $ — |
Cash Equivalents and Short-Te_2
Cash Equivalents and Short-Term Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Short-Term Investments | The amortized cost, unrealized loss and estimated fair value of the Company’s cash equivalents and short-term investments as of September 30, 2021 were as follows (in thousands): September 30, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash Equivalents: Money market funds $ 169,315 $ — $ — $ 169,315 Corporate debt securities — — — — Total cash equivalents 169,315 — — 169,315 Short-term investments Commercial paper 58,050 — — $ 58,050 Asset-backed securities 30,279 9 (1) 30,287 Corporate debt securities 66,081 18 — 66,099 U.S. Government debt securities 26,438 — (2) 26,436 Short-term investments 180,848 27 (3) 180,872 Total $ 350,163 $ 27 $ (3) $ 350,187 |
Schedule of Cash Equivalents | The amortized cost, unrealized loss and estimated fair value of the Company’s cash equivalents and short-term investments as of September 30, 2021 were as follows (in thousands): September 30, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash Equivalents: Money market funds $ 169,315 $ — $ — $ 169,315 Corporate debt securities — — — — Total cash equivalents 169,315 — — 169,315 Short-term investments Commercial paper 58,050 — — $ 58,050 Asset-backed securities 30,279 9 (1) 30,287 Corporate debt securities 66,081 18 — 66,099 U.S. Government debt securities 26,438 — (2) 26,436 Short-term investments 180,848 27 (3) 180,872 Total $ 350,163 $ 27 $ (3) $ 350,187 |
Summary of Contractual Maturities | The following table presents the contractual maturities of the Company’s short-term investments as of September 30, 2021 (in thousands): September 30, 2021 Amortized Cost Estimated Fair Value Due within one year $ 121,766 $ 121,776 Due between one to five years 59,082 59,096 Total $ 180,848 $ 180,872 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Summary of Lease Expense and Supplemental Information | The following table summarizes the components of lease expense, which are included in operating expenses in the Company’s condensed statements of operations and comprehensive loss (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Operating lease cost $ 584 $ 1,724 Variable lease cost 162 543 Total lease cost $ 746 $ 2,267 The following table summarizes supplemental information related to leases (in thousands): Nine Months Ended September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,009 Weighted-average remaining lease term (years) Operating leases 4.6 Weighted-average discount rate Operating leases 4.4 % |
Summary of Lease Liability Maturities | The following table summarizes the maturities of lease liabilities as of September 30, 2021 (in thousands): 2021 (3 months remaining) $ 627 2022 1,544 2023 886 2024 726 2025 461 Thereafter 902 Total future minimum lease payments 5,146 Less: imputed interest (504) Present value of future minimum lease payments 4,642 Less: Current portion of operating lease liability (1,766) Long-term operating lease liability $ 2,876 |
Summary of Lease Liability Maturities | As previously disclosed in the Company’s annual consolidated financial statements for the year ended December 31, 2020, and under previous lease accounting standard ASC 840, Leases, the aggregate future noncancelable minimum rental payments on its operating leases as of December 31, 2020 are as follows (in thousands): Year Ending December 31: 2021 $ 2,455 2022 1,444 2023 887 2024 762 2025 and years thereafter 1,355 Total minimum future rentals $ 6,903 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents total debt outstanding (in thousands, except interest rates): September 30, 2021 December 31, 2020 Amount Interest Rate Amount Interest Rate $10.0 million March 2019 $ 10,000 8.00 % $ 10,000 8.40 % $10.0 million September 2019 10,000 8.00 % 10,000 9.20 % $10.0 million December 2019 10,000 8.00 % 10,000 10.00 % $10.0 million March 2020 10,000 8.00 % 10,000 10.00 % Other debt — 120 6.23 % Less: debt discount (549) (724) Total debt, net of debt discount 39,451 39,396 Less: short-term debt — (58) Total long-term debt $ 39,451 $ 39,338 |
Schedule of Future Principal Payments | Future principal payments on outstanding borrowings as of September 30, 2021 are as follows: Years ending: 2021 (3 months remaining) $ — 2022 — 2023 — 2024 — 2025 30,000 2026 10,000 Total $ 40,000 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock-Based Compensation Expense | A summary of the Company’s stock-based compensation expense as recognized on the condensed consolidated statements of operations is presented in thousands below: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 26 $ 35 $ 193 $ 112 Research and development 564 167 1,058 1,084 Sales and marketing 1,078 619 2,046 1,539 General and administrative 1,441 583 3,099 2,215 Total stock-based compensation $ 3,109 $ 1,404 $ 6,396 $ 4,950 |
Summary of Plan Activity | The following table summarizes the activity of the Plan: Number of Weighted- Weighted Average Balance at December 31, 2020 15,465,671 $ 3.08 6.2 $ 73,155 Options granted 2,443,785 14.30 Options exercised (1,900,043) 1.71 Options forfeited (583,753) 4.40 Balance at September 30, 2021 15,425,660 4.98 6.64 $ 523,749 As of September 30, 2021: Vested and exercisable 9,059,341 $ 2.70 5.2 $ 328,256 |
Summary of Valuation Assumptions | The following assumptions were used to estimate the fair value of stock options granted during the three and nine months ended September 30, 2021: Three Months Ended Nine Months Ended Volatility 50.2 % 50.7 % Expected term (in years) 6.03 6.04 Risk-free interest rate 0.95 % 0.89 % Expected dividends 0 % 0 % Weighted-average grant date fair value $ 11.60 $ 8.85 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and related warrants and option (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Temporary Equity | Significant terms of the outstanding redeemable convertible preferred stock at December 31, 2020, were as follows (in thousands, except share amounts): Shares Carrying Aggregate Authorized Issued and Series A 6,952,382 6,952,382 $ 7,017 $ 7,300 Series B 9,108,214 9,108,214 15,028 15,165 Series C 5,785,212 5,589,220 29,836 29,943 Series D 9,711,291 9,495,659 87,853 88,072 Series E 10,000,000 9,697,144 91,769 128,139 41,557,099 40,842,619 $ 231,503 $ 268,619 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table provides a reconciliation of the numerator and denominator used in the Company’s calculation of basic and diluted net loss per share: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands, except per share data) (in thousands, except per share data) Class A Class B Common Class A Class B Common Numerator: Net loss attributable to common stockholders $ (908) $ (14,358) $ (7,809) $ (875) $ (34,535) $ (43,763) Denominator: Weighted-average common stock outstanding attributable to common stockholders, basic and diluted 2,063 32,618 24,039 695 27,429 23,941 Net loss per share attributable to common stockholders: Basic and diluted $ (0.44) $ (0.44) $ (0.32) $ (1.26) $ (1.26) $ (1.83) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding potentially dilutive ordinary shares were excluded from the computation of diluted net loss per share attributable to ordinary shareholders for the periods presented, as their effect would have been antidilutive: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Redeemable convertible preferred stock — 40,843 — 40,843 Stock options 12,997 4,396 13,050 4,419 Restricted stock units 268 351 305 351 Convertible preferred stock warrants and option — 2,347 — 2,347 Other awards including contingently issuable shares 43 72 68 84 Total anti-dilutive shares 13,308 48,009 13,423 48,044 |
Overview and Basis of Present_2
Overview and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 20, 2021 | Sep. 19, 2021 | Apr. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||
Net proceeds | $ 20,000 | ||||
Offering costs | $ 4,076 | $ 0 | |||
Conversion of stock, shares issued (in shares) | 42,778,408 | ||||
Shares issued for each share converted (in shares) | 1 | ||||
Common stock reclassification ratio (in shares) | 1 | ||||
Class B common stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock reclassified (in shares) | 25,421,137 | ||||
IPO | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares sold (in shares) | 12,650,000 | ||||
Shares sold, price per share (in dollars per share) | $ 25 | ||||
Net proceeds | $ 295,700 | ||||
Underwriting discounts and commissions | 21,300 | ||||
Offering costs | $ 6,400 | ||||
Underwriters' option | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of shares sold (in shares) | 1,650,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 4,358 | |
Operating lease liabilities | $ 4,642 | |
Cumulative Effect, Period of Adoption, Adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 5,800 | |
Operating lease liabilities | 6,500 | |
Unamortized deferred rent | $ 700 |
Segment and Revenue Disclosur_3
Segment and Revenue Disclosures - Revenue by Geographic Region (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] | ||||
Total revenue | $ 44,226 | $ 32,123 | $ 129,029 | $ 87,494 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 21,123 | 18,422 | 66,689 | 47,900 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 16,194 | 10,367 | 45,084 | 30,714 |
APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 6,909 | $ 3,334 | $ 17,256 | $ 8,880 |
Segment and Revenue Disclosur_4
Segment and Revenue Disclosures - Narrative (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] | ||||
Total revenue | $ 44,226 | $ 32,123 | $ 129,029 | $ 87,494 |
Contract asset transferred to accounts receivable | 3,100 | 1,000 | 8,000 | 5,500 |
Revenue recognized | 24,200 | 17,500 | 45,500 | 33,400 |
Total subscriptions and perpetual licenses | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 42,487 | 31,170 | 125,377 | 84,629 |
Remaining performance obligations | 125,400 | 125,400 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | Total subscriptions and perpetual licenses | ||||
Disaggregation of Revenue [Line Items] | ||||
Remaining performance obligations | $ 77,600 | $ 77,600 | ||
Remaining performance obligations, percentage | 62.00% | 62.00% | ||
Remaining performance obligation, period | 12 months | 12 months | ||
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 18,800 | 16,700 | $ 61,100 | 44,000 |
United Kingdom | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 5,000 | $ 3,400 | $ 10,900 |
Segment and Revenue Disclosur_5
Segment and Revenue Disclosures - 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] | ||||
Total revenue | $ 44,226 | $ 32,123 | $ 129,029 | $ 87,494 |
Total subscriptions and perpetual licenses | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 42,487 | 31,170 | 125,377 | 84,629 |
Subscription term licenses, Subscription SaaS, support and maintenance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 42,304 | 31,012 | 124,492 | 83,890 |
Subscription term licenses | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 19,364 | 16,102 | 62,949 | 42,204 |
Multi-year term licenses | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 10,222 | 7,162 | 37,834 | 17,440 |
1-year term licenses | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 9,142 | 8,940 | 25,115 | 24,764 |
Subscription SaaS, support & maintenance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 22,940 | 14,910 | 61,543 | 41,686 |
Perpetual licenses | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 183 | 158 | 885 | 739 |
Professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,739 | $ 953 | $ 3,652 | $ 2,865 |
Segment and Revenue Disclosur_6
Segment and Revenue Disclosures - Contract Assets and Deferred Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 23,630 | $ 11,347 |
Deferred revenue | $ 57,190 | $ 55,504 |
Segment and Revenue Disclosur_7
Segment and Revenue Disclosures - Deferred Commissions (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 | |
Change In Capitalized Contract Cost [Roll Forward] | |||||
Beginning balance | $ 17,055 | $ 10,225 | $ 14,748 | $ 10,042 | |
Additions to deferred commissions | 4,656 | 4,654 | 14,197 | 11,170 | |
Amortization of deferred commissions | (3,202) | (3,281) | (10,436) | (9,614) | |
Ending balance | 18,509 | 11,598 | 18,509 | 11,598 | |
Deferred commissions, current | 6,267 | 6,267 | $ 5,923 | ||
Deferred commissions, noncurrent | 12,242 | 12,242 | 8,825 | ||
Total deferred commissions | $ 18,509 | $ 11,598 | $ 18,509 | $ 11,598 | $ 14,748 |
Collaborative Arrangements (Det
Collaborative Arrangements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Revenue from collaborative arrangement | $ 1.3 | $ 0.1 | $ 3.5 | $ 1.2 |
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Royalty expense | $ 0.1 | $ 0.2 | $ 0.6 | $ 0.4 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Total cash equivalents | $ 169,315 | |
Total short-term investments | 180,872 | |
Commercial paper | ||
Assets: | ||
Total short-term investments | 58,050 | |
Asset-backed securities | ||
Assets: | ||
Total short-term investments | 30,287 | |
Corporate debt securities | ||
Assets: | ||
Total short-term investments | 66,099 | |
U.S. Government debt securities | ||
Assets: | ||
Total short-term investments | 26,436 | |
Recurring | ||
Assets: | ||
Total cash equivalents | 169,315 | |
Total short-term investments | 180,872 | |
Total cash equivalents and short-term investments | 350,187 | |
Liabilities: | ||
Preferred stock warrants | $ 2,401 | |
Preferred stock tranche option | 7,567 | |
Total liabilities | 9,968 | |
Recurring | Commercial paper | ||
Assets: | ||
Total short-term investments | 58,050 | |
Recurring | Asset-backed securities | ||
Assets: | ||
Total short-term investments | 30,287 | |
Recurring | Corporate debt securities | ||
Assets: | ||
Total short-term investments | 66,099 | |
Recurring | U.S. Government debt securities | ||
Assets: | ||
Total short-term investments | 26,436 | |
Recurring | Level 1 | ||
Assets: | ||
Total cash equivalents | 169,315 | |
Total short-term investments | 0 | |
Total cash equivalents and short-term investments | 169,315 | |
Liabilities: | ||
Preferred stock warrants | 0 | |
Preferred stock tranche option | 0 | |
Total liabilities | 0 | |
Recurring | Level 1 | Commercial paper | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring | Level 1 | Asset-backed securities | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring | Level 1 | Corporate debt securities | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring | Level 1 | U.S. Government debt securities | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring | Level 2 | ||
Assets: | ||
Total cash equivalents | 0 | |
Total short-term investments | 180,872 | |
Total cash equivalents and short-term investments | 180,872 | |
Liabilities: | ||
Preferred stock warrants | 0 | |
Preferred stock tranche option | 0 | |
Total liabilities | 0 | |
Recurring | Level 2 | Commercial paper | ||
Assets: | ||
Total short-term investments | 58,050 | |
Recurring | Level 2 | Asset-backed securities | ||
Assets: | ||
Total short-term investments | 30,287 | |
Recurring | Level 2 | Corporate debt securities | ||
Assets: | ||
Total short-term investments | 66,099 | |
Recurring | Level 2 | U.S. Government debt securities | ||
Assets: | ||
Total short-term investments | 26,436 | |
Recurring | Level 3 | ||
Assets: | ||
Total cash equivalents | 0 | |
Total short-term investments | 0 | |
Total cash equivalents and short-term investments | 0 | |
Liabilities: | ||
Preferred stock warrants | 2,401 | |
Preferred stock tranche option | 7,567 | |
Total liabilities | 9,968 | |
Recurring | Level 3 | Commercial paper | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring | Level 3 | Asset-backed securities | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring | Level 3 | Corporate debt securities | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring | Level 3 | U.S. Government debt securities | ||
Assets: | ||
Total short-term investments | 0 | |
Money market funds | ||
Assets: | ||
Total cash equivalents | 169,315 | |
Money market funds | Recurring | ||
Assets: | ||
Total cash equivalents | 169,315 | 79,876 |
Money market funds | Recurring | Level 1 | ||
Assets: | ||
Total cash equivalents | 169,315 | 79,876 |
Money market funds | Recurring | Level 2 | ||
Assets: | ||
Total cash equivalents | 0 | 0 |
Money market funds | Recurring | Level 3 | ||
Assets: | ||
Total cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Reconciliation (Details) - Recurring - Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Preferred stock warrant | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 2,401 |
Increase in fair value | 5,871 |
Settlement | (8,272) |
Ending balance | 0 |
Preferred stock tranche option | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 7,567 |
Increase in fair value | 4,157 |
Settlement | (11,724) |
Ending balance | $ 0 |
Cash Equivalents and Short-Te_3
Cash Equivalents and Short-Term Investments - Schedule of Cash Equivalents and Short-Term Investments (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Cash Equivalents: | |
Amortized Cost | $ 169,315 |
Estimated Fair Value | 169,315 |
Short-term investments | |
Amortized Cost | 180,848 |
Unrealized Gain | 27 |
Unrealized Loss | (3) |
Estimated Fair Value | 180,872 |
Amortized Cost | 350,163 |
Estimated Fair Value | 350,187 |
Commercial paper | |
Short-term investments | |
Amortized Cost | 58,050 |
Unrealized Gain | 0 |
Unrealized Loss | 0 |
Estimated Fair Value | 58,050 |
Asset-backed securities | |
Short-term investments | |
Amortized Cost | 30,279 |
Unrealized Gain | 9 |
Unrealized Loss | (1) |
Estimated Fair Value | 30,287 |
Corporate debt securities | |
Short-term investments | |
Amortized Cost | 66,081 |
Unrealized Gain | 18 |
Unrealized Loss | 0 |
Estimated Fair Value | 66,099 |
U.S. Government debt securities | |
Short-term investments | |
Amortized Cost | 26,438 |
Unrealized Gain | 0 |
Unrealized Loss | (2) |
Estimated Fair Value | 26,436 |
Money market funds | |
Cash Equivalents: | |
Amortized Cost | 169,315 |
Estimated Fair Value | 169,315 |
Corporate debt securities | |
Cash Equivalents: | |
Amortized Cost | 0 |
Estimated Fair Value | $ 0 |
Cash Equivalents and Short-Te_4
Cash Equivalents and Short-Term Investments - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | $ 197,221 | $ 99,953 | $ 101,307 |
Unrealized loss positions | $ 86,600 | ||
Money market funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | $ 79,900 |
Cash Equivalents and Short-Te_5
Cash Equivalents and Short-Term Investments - Contractual Maturity (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Amortized Cost | |
Due within one year | $ 121,766 |
Due between one to five years | 59,082 |
Amortized Cost | 180,848 |
Estimated Fair Value | |
Due within one year | 121,776 |
Due between one to five years | 59,096 |
Estimated Fair Value | $ 180,872 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 584 | $ 1,724 |
Variable lease cost | 162 | 543 |
Total lease cost | $ 746 | $ 2,267 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 2,009 |
Weighted-average remaining lease term (years) | |
Operating leases | 4 years 7 months 6 days |
Weighted-average discount rate | |
Operating leases | 4.40% |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2021 (3 months remaining) | $ 627 | |
2022 | 1,544 | |
2023 | 886 | |
2024 | 726 | |
2025 | 461 | |
Thereafter | 902 | |
Total future minimum lease payments | 5,146 | |
Less: imputed interest | (504) | |
Present value of future minimum lease payments | 4,642 | |
Less: Current portion of operating lease liability | (1,766) | |
Long-term operating lease liability | $ 2,876 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2021 | $ 2,455 | |
2022 | 1,444 | |
2023 | 887 | |
2024 | 762 | |
2025 and years thereafter | 1,355 | |
Total minimum future rentals | $ 6,903 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Amount | $ 40,000 | |
Less: debt discount | (549) | $ (724) |
Total debt, net of debt discount | 39,451 | 39,396 |
Less: short-term debt | 0 | (58) |
Total long-term debt | 39,451 | 39,338 |
$10.0 million March 2019 | ||
Debt Instrument [Line Items] | ||
Principal amount | 10,000 | |
Amount | $ 10,000 | $ 10,000 |
Interest Rate | 8.00% | 8.40% |
$10.0 million September 2019 | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 10,000 | |
Amount | $ 10,000 | $ 10,000 |
Interest Rate | 8.00% | 9.20% |
$10.0 million December 2019 | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 10,000 | |
Amount | $ 10,000 | $ 10,000 |
Interest Rate | 8.00% | 10.00% |
$10.0 million March 2020 | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 10,000 | |
Amount | $ 10,000 | $ 10,000 |
Interest Rate | 8.00% | 10.00% |
Other debt | ||
Debt Instrument [Line Items] | ||
Amount | $ 0 | $ 120 |
Interest Rate | 6.23% | |
A&R Loan Agreement | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8.00% |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Accrued interest | $ 1.5 | $ 1.5 | $ 1 |
Effective interest rate | 8.46% | 8.46% | 11.44% |
A&R Loan Agreement | |||
Debt Instrument [Line Items] | |||
Covenant, cash balance | $ 20 | ||
Interest Rate | 8.00% | 8.00% | |
Extension term | 24 months |
Debt - Maturities (Details)
Debt - Maturities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (3 months remaining) | $ 0 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 30,000 |
2026 | 10,000 |
Total debt, net of debt discount | $ 40,000 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Letters of credit outstanding | $ 0.6 | $ 0.6 | |
Noncancelable purchase commitments | 13.8 | ||
Pension contributions | $ 2.7 | $ 1.5 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 205 | $ 124 | $ 660 | $ 303 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($)purchase_periodshares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2018shares | Dec. 31, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ | $ 3,109 | $ 1,404 | $ 6,396 | $ 4,950 | |||
Unrecognized compensation expense | $ | $ 28,700 | $ 28,700 | $ 28,700 | ||||
Unrecognized compensation expense, period for recognition | 3 years 2 months 26 days | ||||||
Shares granted (in shares) | 2,443,785 | ||||||
2021 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional shares available for authorization (in shares) | 14,913,309 | ||||||
Annual increase (in shares) | 8,085,000 | ||||||
Percentage of outstanding common stock | 5.00% | ||||||
Class A common stock | 2021 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for issuance (in shares) | 7,276,000 | 7,276,000 | 7,276,000 | ||||
Stock appreciation rights | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued (in shares) | 0 | ||||||
Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued (in shares) | 111,111 | 240,000 | |||||
Stock-based compensation expense | $ | $ 900 | ||||||
Employee Stock | 2021 Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for issuance (in shares) | 1,617,000 | 1,617,000 | 1,617,000 | ||||
Annual increase (in shares) | 1,617,000 | ||||||
Percentage of outstanding common stock | 1.00% | ||||||
Shares granted (in shares) | 0 | ||||||
Offering period | 12 months | ||||||
Number of purchase periods | purchase_period | 2 | ||||||
Purchase period | 6 months | ||||||
Purchase price of common stock, percentage of fair market value | 85.00% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-based Compensation 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 | $ 3,109 | $ 1,404 | $ 6,396 | $ 4,950 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 26 | 35 | 193 | 112 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 564 | 167 | 1,058 | 1,084 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 1,078 | 619 | 2,046 | 1,539 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 1,441 | $ 583 | $ 3,099 | $ 2,215 |
Stock-based Compensation - Plan
Stock-based Compensation - Plan Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Number of Awards Outstanding | |||
Beginning balance (in shares) | 15,465,671 | ||
Options granted (in shares) | 2,443,785 | ||
Options exercised (in shares) | (1,935,789) | (1,900,043) | |
Options forfeited (in shares) | (583,753) | ||
Ending balance (in shares) | 15,425,660 | 15,465,671 | |
Vested and exercisable (in shares) | 9,059,341 | ||
Weighted- Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 3.08 | ||
Options granted (in dollars per share) | 14.30 | ||
Options exercised (in dollars per share) | 1.71 | ||
Options forfeited (in dollars per share) | 4.40 | ||
Ending balance (in dollars per share) | 4.98 | $ 3.08 | |
Vested and exercisable (in dollars per share) | $ 2.70 | ||
Weighted Average Remaining Contractual Term (Years) | 6 years 7 months 20 days | 6 years 2 months 12 days | |
Vested and exercisable, weighted average remaining contractual term | 5 years 2 months 12 days | ||
Options outstanding, average intrinsic value | $ 523,749 | $ 73,155 | |
Vested and exercisable, average intrinsic value | $ 328,256 |
Stock-based Compensation - Valu
Stock-based Compensation - Valuation Assumptions (Details) - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Volatility | 50.20% | 50.70% |
Expected term (in years) | 6 years 10 days | 6 years 14 days |
Risk-free interest rate | 0.95% | 0.89% |
Expected dividends | 0.00% | 0.00% |
Weighted-average grant date fair value (in dollars per share) | $ 11.60 | $ 8.85 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock and related warrants and option - Narrative (Details) - $ / shares | Sep. 19, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Temporary Equity Disclosure [Abstract] | |||||||||
Conversion of stock (in shares) | 42,778,408 | 42,778,408 | 42,778,408 | ||||||
Exercise of common stock options (in shares) | 1,935,789 | 1,900,043 | |||||||
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 0 | 41,557,099 | ||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 42,778,408 | 0 | 0 | 40,842,619 | 40,842,619 | 40,842,619 | 31,145,475 | ||
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 0 | |||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | ||||||
Number of warrants exercised (in shares) | 411,624 | ||||||||
Number of shares that warrants can be converted into (in shares) | 344,085 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock and related warrants and option - Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||||||
Shares authorized (in shares) | 0 | 41,557,099 | ||||
Shares issued (in shares) | 0 | 40,842,619 | ||||
Shares outstanding (in shares) | 0 | 42,778,408 | 40,842,619 | 40,842,619 | 40,842,619 | 31,145,475 |
Carrying Value | $ 0 | $ 263,178 | $ 231,503 | $ 231,503 | $ 231,503 | $ 139,734 |
Aggregate Liquidation Preference | $ 0 | $ 268,619 | ||||
Series A | ||||||
Temporary Equity [Line Items] | ||||||
Shares authorized (in shares) | 6,952,382 | |||||
Shares issued (in shares) | 6,952,382 | |||||
Shares outstanding (in shares) | 6,952,382 | |||||
Carrying Value | $ 7,017 | |||||
Aggregate Liquidation Preference | $ 7,300 | |||||
Series B | ||||||
Temporary Equity [Line Items] | ||||||
Shares authorized (in shares) | 9,108,214 | |||||
Shares issued (in shares) | 9,108,214 | |||||
Shares outstanding (in shares) | 9,108,214 | |||||
Carrying Value | $ 15,028 | |||||
Aggregate Liquidation Preference | $ 15,165 | |||||
Series C | ||||||
Temporary Equity [Line Items] | ||||||
Shares authorized (in shares) | 5,785,212 | |||||
Shares issued (in shares) | 5,589,220 | |||||
Shares outstanding (in shares) | 5,589,220 | |||||
Carrying Value | $ 29,836 | |||||
Aggregate Liquidation Preference | $ 29,943 | |||||
Series D | ||||||
Temporary Equity [Line Items] | ||||||
Shares authorized (in shares) | 9,711,291 | |||||
Shares issued (in shares) | 9,495,659 | |||||
Shares outstanding (in shares) | 9,495,659 | |||||
Carrying Value | $ 87,853 | |||||
Aggregate Liquidation Preference | $ 88,072 | |||||
Series E | ||||||
Temporary Equity [Line Items] | ||||||
Shares authorized (in shares) | 10,000,000 | |||||
Shares issued (in shares) | 9,697,144 | |||||
Shares outstanding (in shares) | 9,697,144 | |||||
Carrying Value | $ 91,769 | |||||
Aggregate Liquidation Preference | $ 128,139 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details) | Sep. 30, 2021vote$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | shares | 0 | 83,500,000 |
Combined voting power threshold, percentage (less than) | 5.00% | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Class B voting power percentage, threshold | 66666.70% | |
Class A common stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | shares | 1,000,000,000 | 0 |
Common stock, number of votes per share | vote | 1 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Class B common stock | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | shares | 500,000,000 | 0 |
Common stock, number of votes per share | vote | 10 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss | $ (15,266) | $ (7,809) | $ (35,410) | $ (43,763) |
Denominator: | ||||
Basic (in shares) | 34,680 | 24,039 | 28,124 | 23,941 |
Diluted (in shares) | 34,680 | 24,039 | 28,124 | 23,941 |
Net loss per share attributable to Class A and Class B common stockholders: | ||||
Basic (in dollars per share) | $ (0.44) | $ (0.32) | $ (1.26) | $ (1.83) |
Diluted (in dollars per share) | $ (0.44) | $ (0.32) | $ (1.26) | $ (1.83) |
Class A | ||||
Numerator: | ||||
Net loss | $ (908) | $ (875) | ||
Denominator: | ||||
Basic (in shares) | 2,063 | 695 | ||
Diluted (in shares) | 2,063 | 695 | ||
Net loss per share attributable to Class A and Class B common stockholders: | ||||
Basic (in dollars per share) | $ (0.44) | $ (1.26) | ||
Diluted (in dollars per share) | $ (0.44) | $ (1.26) | ||
Class B | ||||
Numerator: | ||||
Net loss | $ (14,358) | $ (34,535) | ||
Denominator: | ||||
Basic (in shares) | 32,618 | 27,429 | ||
Diluted (in shares) | 32,618 | 27,429 | ||
Net loss per share attributable to Class A and Class B common stockholders: | ||||
Basic (in dollars per share) | $ (0.44) | $ (1.26) | ||
Diluted (in dollars per share) | $ (0.44) | $ (1.26) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 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 anti-dilutive shares (in shares) | 13,308 | 48,009 | 13,423 | 48,044 |
Redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares (in shares) | 0 | 40,843 | 0 | 40,843 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares (in shares) | 12,997 | 4,396 | 13,050 | 4,419 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares (in shares) | 268 | 351 | 305 | 351 |
Convertible preferred stock warrants and option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares (in shares) | 0 | 2,347 | 0 | 2,347 |
Other awards including contingently issuable shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares (in shares) | 43 | 72 | 68 | 84 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Aggregate purchase price | $ 20 | |||
Investor | Series E | ||||
Related Party Transaction [Line Items] | ||||
Number of shares sold (in shares) | 4,409,596 | |||
Shares sold, price per share (in dollars per share) | $ 9.6453 | |||
Aggregate purchase price | $ 42.5 | |||
Investor | Series E-1 | ||||
Related Party Transaction [Line Items] | ||||
Number of shares sold (in shares) | 1,935,789 | |||
Shares sold, price per share (in dollars per share) | $ 10.3317 | |||
Affiliated Entity | KKR & Co. Inc | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 2.1 | $ 3.3 | ||
Accounts receivable, related party | $ 0.1 | $ 0.1 | ||
KKR & Co. Inc | ForgeRock, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Ownership percentage | 7.75% | 7.75% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - May 1, 2022 Through August 31, 2029 | Nov. 08, 2021USD ($) |
Subsequent Event [Line Items] | |
Monthly base rent | $ 112,953 |
Rent expense, annual percentage increase | 3.00% |
Monthly base rent abatement duration | 6 months |
Tenant improvements (up to) | $ 900,000 |