Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 28, 2022 | Jun. 30, 2021 | |
Entity Listings [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement relating to our 2022 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-stockholders. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal year ended December 31, 2021. | ||
Entity Central Index Key | 0001543916 | ||
Entity Public Float | $ 0 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Class A | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 30,879,085 | ||
Common Class B | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 52,902,668 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Jose, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 128,381 | $ 99,953 |
Short-term investments | 241,411 | 0 |
Accounts receivable, net of allowances of $34 and $159 | 55,999 | 35,372 |
Contract assets | 19,670 | 11,167 |
Deferred commissions | 8,457 | 5,923 |
Prepaid expenses and other assets | 9,787 | 3,802 |
Total current assets | 463,705 | 156,217 |
Deferred commissions | 15,601 | 8,825 |
Property and equipment, net | 2,463 | 2,535 |
Operating lease right-of-use assets | 12,626 | |
Contract and other assets | 2,783 | 817 |
Total assets | 497,178 | 168,394 |
Current liabilities: | ||
Accounts payable | 2,039 | 1,370 |
Accrued expenses | 27,375 | 18,444 |
Current portion of long-term debt | 0 | 58 |
Current portion of operating lease liability | 1,820 | |
Deferred revenue | 67,222 | 50,341 |
Other liabilities | 2,258 | 8,818 |
Total current liabilities | 100,714 | 79,031 |
Long-term debt | 39,483 | 39,338 |
Long-term operating lease liability | 11,037 | |
Deferred revenue | 8,172 | 5,162 |
Other liabilities | 1,646 | 3,538 |
Total liabilities | 161,052 | 127,069 |
Commitments and contingencies (Note 9) | ||
Redeemable convertible preferred stock, $0.001 par value; zero and 41,557 shares authorized at December 31, 2021 and December 31, 2020, respectively; zero and 40,843 shares issued and outstanding at December 31, 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 December 31, 2021 and December 31, 2020, respectively; and zero shares issued and outstanding as of December 31, 2021 and December 31, 2020 | 0 | 0 |
Common Stock | 24 | |
Additional paid-in capital | 593,196 | 20,602 |
Accumulated other comprehensive income | 6,672 | 5,253 |
Accumulated deficit | (263,825) | (216,057) |
Total stockholders’ equity (deficit) | 336,126 | (190,178) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | 497,178 | $ 168,394 |
Common Class A | ||
Stockholders’ equity (deficit): | ||
Common Stock | 29 | |
Common Class B | ||
Stockholders’ equity (deficit): | ||
Common Stock | $ 54 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for credit loss | $ 34 | $ 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 |
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 |
Common Class A | ||
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) | 28,892,000 | 0 |
Common stock, shares outstanding (in shares) | 28,892,000 | 0 |
Common Class B | ||
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) | 53,761,000 | 0 |
Common stock, shares outstanding (in shares) | 53,761,000 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Total revenue | $ 176,933 | $ 127,634 | $ 104,498 |
Cost of revenue: | |||
Total cost of revenue | 32,928 | 21,328 | 17,032 |
Gross profit | 144,005 | 106,306 | 87,466 |
Operating expenses: | |||
Research and development | 43,497 | 35,901 | 29,636 |
Sales and marketing | 88,620 | 75,768 | 69,559 |
General and administrative | 40,329 | 26,729 | 25,293 |
Total operating expenses | 172,446 | 138,398 | 124,488 |
Operating loss | (28,441) | (32,092) | (37,022) |
Foreign currency gain (loss) | (3,819) | 3,064 | (140) |
Fair value adjustment on warrants and preferred stock tranche option | (10,068) | (7,344) | (170) |
Interest expense | (4,516) | (4,512) | (1,870) |
Other, net | (40) | (345) | 309 |
Interest and other expense, net | (18,443) | (9,137) | (1,871) |
Loss before income taxes | (46,884) | (41,229) | (38,893) |
Provision for (benefit from) income taxes | 884 | 565 | (1,985) |
Net loss | $ (47,768) | $ (41,794) | $ (36,908) |
Net loss per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ (1.14) | $ (1.74) | $ (1,570) |
Diluted (in dollars per share) | $ (1.14) | $ (1.74) | $ (1,570) |
Weighted-average shares used in computing net loss per share attributable to common stockholders: | |||
Basic (in shares) | 41,742 | 23,989 | 23,491 |
Diluted (in shares) | 41,742 | 23,989 | 23,491 |
Total subscriptions and perpetual licenses | |||
Revenue: | |||
Total revenue | $ 171,740 | $ 123,376 | $ 99,748 |
Cost of revenue: | |||
Total cost of revenue | 17,535 | 12,249 | 9,120 |
Subscription term licenses | |||
Revenue: | |||
Total revenue | 84,611 | 64,318 | 51,182 |
Subscription SaaS, support & maintenance | |||
Revenue: | |||
Total revenue | 85,434 | 57,833 | 40,682 |
Perpetual licenses | |||
Revenue: | |||
Total revenue | 1,695 | 1,225 | 7,884 |
Professional services | |||
Revenue: | |||
Total revenue | 5,193 | 4,258 | 4,750 |
Cost of revenue: | |||
Total cost of revenue | $ 15,393 | $ 9,079 | $ 7,912 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (47,768) | $ (41,794) | $ (36,908) |
Other comprehensive income (loss), net of tax: | |||
Net change in unrealized losses on available-for-sale securities | (591) | 0 | 0 |
Foreign currency translation adjustment | 2,010 | (2,346) | (683) |
Total comprehensive loss | $ (46,349) | $ (44,140) | $ (37,591) |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Class A and B Common Stock and Common stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2018 | 31,145,475 | ||||
Beginning balance at Dec. 31, 2018 | $ 139,734 | ||||
Ending balance (in shares) at Dec. 31, 2019 | 31,145,475 | ||||
Ending balance at Dec. 31, 2019 | $ 139,734 | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 23,185,391 | ||||
Beginning balance at Dec. 31, 2018 | (117,044) | $ 23 | $ 10,528 | $ 8,282 | $ (135,877) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 3,492 | 3,492 | |||
Exercise of common stock options (in shares) | 530,642 | ||||
Exercise of common stock options | 641 | $ 1 | 640 | ||
Unrealized loss on available-for-sale securities | 0 | ||||
Foreign currency translation adjustment | (683) | (683) | |||
Net loss | (36,908) | (36,908) | |||
Ending balance (in shares) at Dec. 31, 2019 | 23,716,033 | ||||
Ending balance at Dec. 31, 2019 | $ (150,502) | $ 24 | 14,660 | 7,599 | (172,785) |
Redeemable Convertible Preferred Stock | |||||
Redeemable convertible preferred stock issuance, net of issuance costs (in shares) | 9,697,144 | ||||
Redeemable convertible preferred stock issuance, net of issuance costs | $ 91,769 | ||||
Ending balance (in shares) at Dec. 31, 2020 | 40,842,619 | ||||
Ending balance at Dec. 31, 2020 | $ 231,503 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 4,985 | 4,985 | |||
Exercise of common stock options (in shares) | 780,521 | ||||
Exercise of common stock options | 995 | $ 1 | 994 | ||
Unrealized loss on available-for-sale securities | 0 | ||||
Foreign currency translation adjustment | (2,346) | (2,346) | |||
Net loss | (41,794) | (41,794) | |||
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 Dec. 31, 2020 | 24,186,000 | 24,185,622 | |||
Ending balance at Dec. 31, 2020 | $ (190,178) | $ 24 | 20,602 | 5,253 | (216,057) |
Redeemable Convertible Preferred Stock | |||||
Redeemable convertible preferred stock issuance, net of issuance costs (in shares) | 1,935,789 | ||||
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 | ||||
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 Dec. 31, 2021 | 0 | ||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 10,666 | 10,666 | |||
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 | 289,512 | $ 13 | 289,499 | ||
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) | 2,510,947 | 2,510,947 | |||
Exercise of common stock options | $ 4,901 | $ 2 | 4,899 | ||
Common stock issued upon vesting of restricted stock units, net of tax withholding | (3,877) | (3,877) | |||
Common stock issued upon vesting of restricted stock units, net of tax withholding (in shares) | 179,763 | ||||
Unrealized loss on available-for-sale securities | (591) | (591) | |||
Foreign currency translation adjustment | 2,010 | 2,010 | |||
Net loss | $ (47,768) | (47,768) | |||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 82,648,825 | |||
Ending balance at Dec. 31, 2021 | $ 336,126 | $ 83 | $ 593,197 | $ 6,672 | $ (263,825) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | |||
Net loss | $ (47,768) | $ (41,794) | $ (36,908) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 1,061 | 1,155 | 1,168 |
Noncash operating lease expense | 1,931 | ||
Restructuring and impairment charges | 0 | 530 | 0 |
Stock-based compensation expense | 10,666 | 6,184 | 3,492 |
Amortization of deferred commissions | 13,964 | 13,423 | 11,089 |
Foreign currency remeasurement loss (gain) | 3,032 | (3,079) | 6 |
Change in fair value of redeemable convertible preferred stock warrant liability | 5,871 | 1,218 | 170 |
Change in fair value of preferred stock tranche option liability | 4,157 | 6,146 | 0 |
Accretion of short-term investments | 1,330 | 0 | (19) |
Other | 266 | 371 | 148 |
Changes in operating assets and liabilities: | |||
Deferred commissions | (23,273) | (18,005) | (14,308) |
Accounts receivable | (20,669) | (797) | 1,077 |
Contract and other non-current assets | (10,505) | (4,819) | (5,357) |
Prepaid expenses and other current assets | (6,025) | 1,390 | (450) |
Operating lease liabilities | (2,377) | ||
Accounts payable | 701 | (398) | (550) |
Accrued expenses and other liabilities | 10,863 | 3,576 | 599 |
Deferred revenue | 19,992 | 5,305 | (7,116) |
Net cash used in operating activities | (36,783) | (29,594) | (46,959) |
Investing activities: | |||
Purchases of property and equipment | (1,113) | (854) | (1,560) |
Purchases of short-term investments | (277,126) | (2,992) | 0 |
Maturities of marketable securities | 31,860 | 3,000 | 4,415 |
Sales of short-term investments | 1,933 | 0 | 4,050 |
Net cash provided by (used in) investing activities | (244,446) | (846) | 6,905 |
Financing activities: | |||
Proceeds from initial public offering, net of underwriting discounts and commissions | 295,694 | 0 | 0 |
Payment of initial public offering costs | (6,038) | 0 | 0 |
Proceeds from exercises of employee stock options | 4,902 | 566 | 641 |
Proceeds from issuance of redeemable convertible preferred stock | 19,951 | 93,532 | 0 |
Redeemable convertible preferred stock issuance costs | 0 | (343) | 0 |
Employee payroll taxes paid for net share settlement of restricted stock units | (3,877) | 0 | 0 |
Repurchase of common stock from employees | 0 | (2,307) | 0 |
Proceeds from issuance of debt, net of issuance costs | 0 | 9,914 | 29,674 |
Principal repayments on debt | (120) | (211) | (5,404) |
Net cash provided by financing activities | 310,512 | 101,151 | 24,911 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (888) | 546 | (1) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 28,395 | 71,257 | (15,144) |
Cash, cash equivalents and restricted cash, beginning of year | 100,042 | 28,785 | 43,929 |
Cash, cash equivalents and restricted cash, end of year | 128,437 | 100,042 | 28,785 |
Supplementary cash flow disclosure: | |||
Cash paid for interest | 3,629 | 3,914 | 2,173 |
Cash paid for income taxes | 769 | 270 | 370 |
Offering costs accrued but not yet paid | (145) | 0 | 0 |
Conversion of redeemable convertible preferred stock to common stock (Note 12) | 263,178 | 0 | 0 |
Non-cash investing and financing activities: | |||
Fair value adjustment on warrants and preferred stock tranche option | 10,068 | 7,364 | 170 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 14,596 | ||
Purchases of property and equipment, accrued but not yet paid | 125 | 26 | 0 |
Reconciliation of cash and cash equivalents and restricted cash: | |||
Cash and cash equivalents | 128,381 | 99,953 | 28,698 |
Restricted cash included in prepaid expenses and other assets | 56 | 89 | 87 |
Total cash and cash equivalents and restricted cash | $ 128,437 | $ 100,042 | $ 28,785 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Basis of Presentation | Overview and Basis of Presentation Company and Background ForgeRock, Inc. (“ForgeRock” or “the Company”) 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). Organizations adopt the ForgeRock Identity Platform as their digital identity system of record to enhance data security and sovereignty as well as improve performance. 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 $6.2 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 shares of 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 consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). All intercompany balances and transactions have been eliminated on consolidation. Use of Estimates The Company’s 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 allowance of deferred income 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers cash and all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. The fair market value of cash equivalents approximated their carrying value at December 31, 2021 and 2020. Short-term investments Short-term investments consist primarily of money market funds, U.S. government securities, commercial paper, corporate debt and asset-backed securities. The Company’s policy 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 consolidated balance sheets until realized. Interest income is reported within other, net in the 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 December 31, 2021. Accounts Receivable Accounts receivable are recorded at the invoiced amount net of allowance for doubtful accounts and are non-interest bearing. The allowance is based on the Company’s assessment of the collectability of accounts by considering the age of each outstanding invoice, the collection history of each customer and an evaluation of potential risk of loss associated with delinquent accounts. Amounts deemed uncollectible are recorded to these allowances in the consolidated balance sheets with an offsetting decrease in related deferred revenue and a charge to general and administrative expense in the consolidated statements of operations. As of December 31, 2021 and 2020 the Company recorded an allowance for doubtful accounts of $34,000 and $159,000, respectively. Bad debt allowances consisted of the following (in thousands): December 31, 2021 2020 Balance, beginning of period $ 159 $ 14 Additions 34 147 Reversal of bad debt (133) — Write-offs (26) (2) Balance, end of period $ 34 $ 159 Capitalized Software Costs Capitalization of software development costs for products to be sold to third parties begins upon the establishment of technological feasibility and ceases when the product is available for general release. The Company’s current process for developing its software is essentially completed concurrently with the establishment of technological feasibility, whereby there is minimal passage of time between achievement of technological feasibility and the availability of the Company’s product for general release. Therefore, the Company has not capitalized any internally developed software costs to date. Software development costs incurred before technical feasibility and after general release are expensed as incurred. Software development costs for internal use software are subject to capitalization during the application development stage, beginning when a project that will result in additional functionality is approved and ending when the software is put into productive use. The cost incurred between these stages are generally not material to the Company due to short development cycles. Capitalizable software development costs for the years ended December 31, 2021 and 2020, were not material. The Company has capitalized certain implementation costs incurred in connection with cloud computing arrangements that are service contracts and recorded these in contract and other assets in the consolidated balance sheets. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method in amounts sufficient to write-off depreciable assets over their estimated useful lives, generally three Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of any asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. If the carrying amount exceeds the undiscounted cash flows, the assets are determined to be impaired and an impairment charge is recognized as the amount by which the carrying amount exceeds its fair value. For the year ended December 31, 2021 and 2020, there were no material impairment charges recorded. Estimated useful lives of fixed assets are as follows: Computer hardware 3-4 years Furniture, fixtures and equipment 5-7 years Leasehold improvements 5-10 years Revenue The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Consistent with the overall core principle of ASC 606, the Company recognizes revenue when promised products and services are transferred to the customer. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these products and services. The Company applies judgement in identifying and evaluating terms and conditions in contracts which may impact revenue recognition. To determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of the agreements, the Company performs the following steps: • Step 1 – Identify the contract(s) with the customer • Step 2 – Identify the performance obligations in the contract • Step 3 – Determine the transaction price • Step 4 – Allocate the transaction price to the performance obligations in the contract • Step 5 – Recognize revenue when (or as) performance obligations are satisfied Step 1 – Identify the contract with the customer: Prior to recognizing any revenue, both the Company and its customer sign a written agreement (“contract”) that clearly specifies each party’s rights and obligations, as well as the payment terms for delivered products and services. Step 2 – Identify the performance obligations in the contract Performance obligations are identified based on the products and services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from a product or service either on its own or together with other resources that are readily available from third parties or from the Company, and (ii) are distinct in the context of the contract, whereby the transfer of certain products or services is separately identifiable from other promises in the contract. The Company sells its products and services through term license, perpetual license and SaaS subscription contracts. On-premise (i.e. self-managed) offerings are comprised of subscription term or perpetual licenses and an obligation to provide support and maintenance, which constitute separate performance obligations. The Company’s SaaS subscriptions provide customers the right to access cloud-hosted software and support as a service, which the Company considers to be a single performance obligation. The Company also renews subscriptions for support and maintenance, which the Company considers to be a single performance obligation. Professional services consist of consulting and training services. These services are distinct performance obligations from self-managed offerings and SaaS subscriptions and do not result in significant customization of the software. Step 3 – Determine the transaction price In general, consideration earned by the Company consists of fixed amounts only. The impact of variable consideration has not been material in any year because the Company generally does not offer refunds, rebates or credits to customers. The Company’s contracts do not contain a significant financing component. The Company is generally the principal and controls the delivery of products and services, and revenue is recorded as the gross amounts billed and receivable. Indirect transactions are those where subscriptions, professional services and/or training is provided to an end customer through a partner (reseller). Revenue from transactions with reseller partners is recorded based on the amount billed to the reseller partner. In cases where the Company is not the principal, revenue is recorded net of amounts payable to partners. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by the Company from a customer, are excluded from revenue. Step 4 – Allocate the transaction price to the performance obligations in the contract Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”) The SSP is determined based on the prices at which the Company separately sells the products and services, assuming the majority of these separate transactions fall within an observable range of prices when sold separately in comparable circumstances to similar customers. In instances where SSP is not directly observable, such as when the Company does not sell the software license or the maintenance and support separately, the Company determines the SSP using information that may include market conditions and other observable inputs that can require significant judgment. The Company’s self-managed subscription term licenses and perpetual licenses have not historically been sold on a standalone basis, as the Company always sells theses licenses together with support and maintenance contracts. License support and maintenance contracts are generally priced as a percentage of the net fees paid by the customer to access the license. The Company is unable to establish SSP for ForgeRock’s self-managed subscription term and perpetual licenses and SaaS subscriptions based on observable prices given the same products are sold for a broad range of amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. As a result, the SSP for self-managed subscription term and perpetual licenses and SaaS subscriptions included in a contract with multiple performance obligations is determined by applying a residual approach whereby all other performance obligations within the contract are first allocated a portion of the transaction price based upon their respective SSPs, with any residual amount of transaction price allocated to the self-managed subscription term and perpetual licenses or SaaS subscription. Step 5 – Recognize revenue when (or as) performance obligations are satisfied Software Licenses Revenue is generally recognized when the software is delivered or made available to the customer, at which time the Company’s performance obligation is satisfied. Support & Maintenance Revenue from support and maintenance represent fees earned from providing customers unspecified future updates, upgrades and enhancements and technical product support on an if and when available basis. Support and maintenance revenue is recognized ratably over the subscription term license period or the support period. Identity and Access Management Service (SaaS) Revenue from SaaS is earned by providing customers stand-ready access to the Company’s hosted Identity Cloud-based Access Management Service and support. Revenue is recognized ratably over the contract period as the Company satisfies its performance obligation. Professional Services Revenue from professional services and training services are recognized when such services or training are delivered. Cost of Revenue Subscriptions and perpetual licenses cost of revenue consists primarily of employee compensation costs for employees associated with supporting the Company’s subscriptions and perpetual license arrangements and certain third-party expenses such as contractors, cloud infrastructure and customer support costs. Professional services cost of revenue consists primarily of employee compensation costs and third-party hosting costs. Contract Costs The Company has determined sales commissions as well as payroll tax and other costs associated with and directly attributable to the contract obtained are incremental and recoverable costs of obtaining a contract with a customer. These costs are recorded as deferred commissions in the consolidated balance sheets, current and noncurrent. Sales commissions for renewals of customer contracts are not commensurate with the commissions paid for the acquisition of the initial contract. Accordingly, commissions paid upon the initial acquisition of a contract are amortized over the estimated period of benefit of four The Company determines the estimated period of benefit based on the duration of relationships with the Company’s customers, which includes the expected renewals of customer contracts, customer retention data, the Company’s technology development lifecycle and other factors. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. As of December 31, 2021 and 2020 capitalized commissions were $24.1 million and $14.7 million, respectively. Amortization of capitalized commissions was $14.0 million, $13.4 million and $11.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. Foreign Currency Translation and Re-measurement The functional currencies of the Company’s foreign subsidiaries are their local currencies. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Subsidiaries’ equity balances are translated using historical exchange rates. Revenues and expenses are translated at the average exchange rate during the period. Adjustments arising from translation of those financial statements into the Company’s reporting currency, the U.S. dollar, are included in accumulated other comprehensive income (loss) within stockholders’ equity deficit. Several of the Company’s foreign subsidiaries transact in currencies other than their local functional currency. Transactions, including intercompany transactions, in foreign currencies are initially recorded at the rates of exchange prevailing on the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are re-measured into the subsidiary’s functional currency at the rates prevailing on the balance sheet date. Non-monetary items that are denominated in foreign currencies are measured using historical exchange rates. Gains and losses recognized from foreign currency transactions denominated in currencies other than the foreign subsidiary’s local currency are included in foreign currency (loss) gain in the consolidated statements of operations. The Company recorded ($3.8 million), $3.1 million and ($0.1 million) in foreign exchange gains (losses) in the years ended December 31, 2021, 2020 and 2019, respectively. Concentrations of Credit Risk, Significant Customers and Third Party Hosted Services 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. Major customers No single customer represented over 10% of revenue for the years ended December 31, 2021, 2020 and 2019. No single customer represented over 10% of accounts receivable for the years ended December 31, 2021 and 2020. The Company does not require collateral to secure trade receivable balances. Refer to Note 3. “Segment and Revenue Disclosures” for additional revenue disclosures. Third Party Hosted Services The Company relies on the technology, infrastructure, and software applications, including software-as-a-service offerings, of third parties in order to host or operate certain key products and functions of its business. Collaborative Arrangements The Company has entered into collaborative arrangements with two partners in order to develop future versions of and enhance the features and functionality of its identity software and SaaS services. These arrangements have been determined to be within the scope of ASC 808, Collaborative Arrangements , as the parties are active participants and exposed to the risks and rewards of the collaborative activity. These arrangements also include research, development and commercial activities. The terms of the Company’s collaborative arrangements include (i) revenue on sales of licensed products, (ii) royalties on net sales of licensed products, (iii) reimbursements for research and development expenses, and (iv) sales-based milestone warrants which expire after ten years. In the year ended December 31, 2021, 2020 and 2019 the Company had recognized revenue of $5.4 million, $1.9 million and $0.1 million and royalty expenses of $0.9 million, $0.6 million and $0.3 million related to collaborative arrangements. Research and Development Expenses Research and development expenses include all direct costs, primarily salaries and stock-based compensation costs for Company personnel and outside consultants, related to the development of new software products, significant enhancements to existing software products, allocated overhead including depreciation, office rent, software and maintenance expenses. Research and development costs are generally expensed as incurred. Sales and Marketing Expenses Sales and marketing expenses primarily consist of personnel costs for the Company’s sales, marketing and business development employees, commissions earned by the Company’s sales personnel and third-party partners, the cost of marketing programs such as brand awareness and lead generation programs, marketing events, industry analyst fees, website design and maintenance costs, allocated overhead including depreciation and office rent. Marketing and advertising costs are expensed as incurred and are included in sales and marketing expenses. Advertising costs were $6.7 million, $5.5 million, and $6.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. Stock-based Compensation Expense The Company accounts for the measurement and recognition of stock-based compensation expense in accordance with the provisions of ASC 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires compensation expense for all stock-based compensation awards made to employees, non-employees and directors to be measured and recognized based on the grant date fair value of the awards. Stock-based compensation expense is recognized net of forfeitures. The Company recognizes forfeitures as they occur. Following the IPO, the Company grants equity awards under the 2021 Equity Incentive Plan four times each year, on February 20th, May 20th, August 20th and November 20th, or prior business day. Restricted Stock Units (RSUs) The fair value of RSUs is estimated based on the fair value of our common stock on the date of grant. 2016 - 2018 RSU Grants: The Company issued 240,000 and 111,111 RSUs in 2016 and 2018, respectively. The fair value of RSUs that are subject to vesting is recognized as a compensation expense over the requisite service or performance period, using the accelerated attribution method, once the liquidity event-related vesting condition becomes probable of being achieved. Our RSUs vest upon the satisfaction of (i) either a performance-based vesting condition or a service-based vesting condition and a (ii) liquidity event-related vesting condition. The performance-based vesting condition is satisfied by our achievement of certain contracted ARR targets. The service-based vesting condition is satisfied by the award holder providing services to us over a specific period. The liquidity event-related vesting condition is satisfied on the earlier of: (i) a Change in Control (as defined in the 2012 Plan) or (ii) this offering. All performance-based and time-based vesting conditions of our RSUs have been satisfied. On IPO we recorded a cumulative stock-based compensation expense of $0.9 million for those RSUs for which the performance-based and service-based vesting conditions had been satisfied. There were no RSU grants in 2019 and 2020. 2021 RSU Grants: After the IPO, the Company primarily grants RSUs to its employees and the Company’s practice is to convey the grant in the form of a dollar value to the employee. To translate that dollar value to quantity of shares granted, the Company uses the 30 day average market closing price of the Company’s Class A common stock ending on the date of grant to calculate the quantity of RSUs to be awarded. The RSU quantity granted is then multiplied by the grant date closing price of the Company’s Class A common stock to estimate the fair value. Stock-based compensation expense for service-based awards is determined based on the grant-date fair value and is recognized on a straight-line basis over the requisite service period of the award, which is typically the vesting term of the award. Stock Options Stock-based compensation expense for stock options is determined based on the grant-date fair value and is recognized on a straight-line basis over the requisite service period of the stock option, which is typically the vesting term of the award. The Company accounts for stock option awards issued to employees and non-employees based on the fair value of the award, determined using the Black-Scholes option valuation model. The model requires some highly subjective assumptions as inputs, including the following: • Risk-free rate: The risk-free interest rate is based on the implied yield currently available on U.S. Treasury securities with a remaining term commensurate with the estimated expected term. • Expected term: For time-based awards, the estimated expected term of options granted is generally calculated as the vesting period plus the midpoint of the remaining contractual term, as the Company does not have sufficient historical information to develop reasonable expectations surrounding future exercise patterns and post-vesting employment termination behavior. • Dividend yield: The Company uses a dividend yield of zero, as it does not currently issue dividends and has no plans to issue dividends in the foreseeable future. • Volatility: Since the Company does not have a substantive trading history of its Class A common stock, expected volatility is estimated based on the average of the historical volatilities of the common stock of publicly-traded entities in the Company’s peer group within the Company’s industry and with characteristics similar to those of the Company. • Fair value: Prior to the IPO, there was no public market for the Company’s common stock, so the fair value of the shares of common stock was established by the Board of Directors. The Company’s Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards were approved. The factors included, but were not limited to: (i) contemporaneous third-party valuations of the Company’s common stock; (ii) the value of the Company’s tangible and intangible assets, (iii) the present value of anticipated future cash flows, (iv) the market value and volatility of publicly-traded entities engaged in substantially similar businesses; (v) recent arm’s-length transactions involving the sale or transfer of common and preferred stock, (vi) control premiums, (vii) discounts for lack of marketability, (viii) the Company’s operating history, its lack of profitability to date, and anticipated operating results, and (ix) liquidation preferences and other rights held by preferred stockholders. 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. The following assumptions were used to estimate the fair value of stock options granted during the years ended December 31, 2021, 2020 and 2019: Years ended December 31, 2021 2020 2019 Common stock fair value $4.97 to $27.49 $4.83 to $7.86 $3.72 to $4.71 Volatility 50.2% to 51.6% 41.7% to 50.4% 39.2% to 40.5% Expected term (in years) 6.04 6.06 6.04 Risk-free interest rate 0.52% to 1.08% 0.32% to 1.49% 1.42% to 2.48% Expected dividends 0 % 0 % 0 % Weighted-average grant date fair value $ 8.86 $ 2.29 $ 1.88 Employee Stock Purchase Plan (the “2021 ESPP”) All stock-based compensation to employees, including the purchase rights issued under the Company's 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 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. See Note 11. Stock-based Compensation for a discussion of the the assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2021. The following assumptions were used to estimate the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Year Ended December 31 2021 Volatility 46.97% to 50.78% Expected term (in years) 0.66 to 1.17 Risk-free interest rate 0.06% to 0.09% Expected dividends 0 % Convertible Preferred Stock Warrants Liability and Preferred Stock Tranche Option Liability The Company accounts for contingently redeemable freestanding warrants and preferred stock tranche option to purchase shares of convertible preferred stock as liabilities on its consolidated balance sheets at their estimated fair value. Convertible preferred stock warrants and the preferred stock tranche option were subject to re-measurement at each balance sheet date, and any change in fair value was recognized as fair value adjustment on warrants and preferred stock tranche option in the consolidated statements of operations. Income Taxes The Company uses the liability method to account for income taxes, under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as for net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The Company recognizes the deferred income tax effects of a change in tax rates in the period of enactment. The Company records valuation allowances to reduce deferred tax assets to the amount that it believes is more likely than not to be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies in assessing the need for a valuation allowance. Realization of its deferred tax assets is dependent primarily upon future U.S, United Kingdom and Norwegian taxable income. The calculation of the Company’s tax liabilities involves assessing uncertainties in the application of complex tax regulations in multiple tax jurisdictions. In evaluating the exposure associated with various filing positions, the Company records estimated reserves when it is more-likely-than-not that an uncertain tax position will not be sustained upon examination by a taxing authority, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense in the consolidated statements of operations and income taxes payable in the consolidated balance sheets. Net Loss Per Share The Company computes its basic and diluted net loss per share attributable to common stockholders using the two-class method required for companies with participating securities. Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares (including Class A common stock and Class B common stock in 2021 and common stock in 2020 and 2019) outstanding during the period. Diluted net loss per share attributable to common stockholders is computed giving effect to all potential dilutive Class A common stock and Class B common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase Class A common stock and Class B common stock in 2021 and common stock in 2020 and 2019, unvested RSUs, shares subject to repurchase from early exercised options, unvested common stock and warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as the effect is antidilutive. In the event of liquidation, dissolution, distribution of assets or winding-up of the Company, the holders of all classes of common stock have equal rights to receive all the assets of the Company. We have not presented net loss per share under the two-class method for our Class A common stock and Class B common stock in 2021 and common stock in 2020 and 2019 because it would be the same for each class due to equal dividend and liquidation rights for each class. Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes foreign currency translation adjustments, net of taxes and net changes in unrealized losses on available-for-sale securities. Contingencies Loss contingencies from legal proceedings and claims may occur from intellectual property (IP) infringement claims and product liability, contractual claims, tax and other matters. Accruals are recognized when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. Legal fees are expensed as incurred. 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 date for recently adopted accounting standard discussed below reflects this election, where applicable. Recently Adopted Accounting Pronouncement 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 righ |
Segment and Revenue Disclosures
Segment and Revenue Disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Segment and Revenue Disclosures | Segment and Revenue Disclosures Segment Reporting: The Company operates in a single operating segment. An operating segment is defined as a component of an enterprise for which discrete financial information is available and is regularly reviewed by the chief operating decision maker (CODM). The Company’s CODM is its Chief Executive Officer as he is responsible for making decisions regarding resource allocation and assessing the Company’s performance. Revenue by geographic region is based on the delivery address of the customer and is summarized in the below table (in thousands): Year ended December 31, 2021 2020 2019 Americas $ 94,225 $ 67,966 $ 49,495 EMEA 60,472 43,847 44,744 APAC 22,236 15,821 10,259 Total Revenue $ 176,933 $ 127,634 $ 104,498 The Company’s revenue from the United States was $85.3 million, $61.0 million and $45.8 million, for the years ended 2021, 2020 and 2019, respectively. The Company’s revenue from the United Kingdom was $17.1 million, $15.1 million and $17.6 million, for the years ended December 31, 2021, 2020 and 2019, respectively. No other individual country exceeded 10% of the Company’s total annual 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 consolidated statements of operations, the total of which is reconciled to the consolidated revenue from the Company’s single reportable segment. In the following table, revenue is presented by software license and service categories (in thousands): Year ended December 31, 2021 2020 2019 Revenue: Multi-year term licenses $ 47,343 $ 29,193 $ 24,614 1-year term licenses 37,268 35,125 26,568 Total subscription term licenses 84,611 64,318 51,182 Subscription SaaS, support & maintenance 85,434 57,833 40,682 Perpetual licenses 1,695 1,225 7,884 Total subscriptions and perpetual licenses 171,740 123,376 99,748 Professional services 5,193 4,258 4,750 Total revenue $ 176,933 $ 127,634 $ 104,498 Contract assets and deferred revenue Contract assets and deferred revenue from contracts with customers were as follows (in thousands): Year ended December 31, 2021 2020 Contract assets $ 20,508 $ 11,347 Deferred revenue 75,394 55,504 Generally, the Company invoices its customers at the time a customer enters into a binding contract. However, the Company may offer invoicing and payment installments for certain multi-year arrangements. In these instances, timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets are recorded when revenue is recognized prior to invoicing. Contract assets are transferred to accounts receivable upon customer invoicing. Beginning of the year contract asset amounts transferred to accounts receivable during the period were $11.0 million and $6.9 million for the years ended December 31, 2021 and 2020, respectively. Deferred revenue is recorded when invoicing occurs before revenue is recognized. Deferred revenue recognized that was included in the deferred revenue balance at the beginning of the year was $49.7 million and $39.5 million for the years ended December 31, 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 are contractually stated or committed orders under multi-year billing plans for subscription and perpetual licenses, SaaS, or support and maintenance contracts for which the associated deferred revenue has not yet been recorded. As of December 31, 2021, total remaining non-cancellable performance obligations under the Company’s subscriptions and perpetual license contracts with customers was approximately $151.6 million. Of this amount, the Company expects to recognize revenue of approximately $96.0 million or 63%, over the next 12 months, with the balance to be recognized as revenue thereafter. The Company excludes the transaction price allocated to remaining performance obligations that have original expected durations of one year or less such as professional services and training. Contract Costs The following table summarizes the account activity of deferred commissions for the year ended December 31, 2021 and 2020: Year ended December 31, 2021 2020 Beginning balance $ 14,748 $ 10,042 Additions to deferred commissions 23,274 18,129 Amortization of deferred commissions (13,964) (13,423) Ending balance $ 24,058 $ 14,748 Year ended December 31, 2021 2020 Deferred commissions, current $ 8,457 $ 5,923 Deferred commissions, noncurrent 15,601 8,825 Total deferred commissions $ 24,058 $ 14,748 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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): December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 98,333 $ — $ — $ 98,333 Total cash equivalents 98,333 — — 98,333 Commercial paper — 78,448 — 78,448 Asset-backed securities — 51,428 — 51,428 Corporate debt securities — 84,804 — 84,804 U.S. treasury bonds — 26,140 — 26,140 Total short-term investments — 240,820 — 240,820 Total cash equivalents and short-term investments $ 98,333 $ 240,820 $ — $ 339,153 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 All of the Company’s money market funds are classified as Level 1 in the fair value hierarchy as the valuation is based on observable inputs that reflect quoted prices for identical assets or liabilities in active markets. The Company’s preferred stock warrants and preferred stock tranche option liabilities, which were both fully exercised during 2021, were categorized as Level 3 in the fair value hierarchy (See Note 12 Redeemable Convertible Preferred Stock and related warrants and option ). 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 include the fair value of the underlying stock at the valuation date and the estimated terms. Increases (decreases) in fair value were recognized in fair value adjustment on warrants and option in the consolidated statements of operations. The change in the fair value of the warrants was as follows (in thousands): Balance at January 1, 2020 $ 1,057 Issuance of warrants for series D preferred stock 127 Increase in fair value of preferred stock warrants 1,217 Balance at January 1, 2021 2,401 Increase in fair value of preferred stock warrants 5,871 Balance at issuance of common stock upon exercise of warrants (8,272) Balance at December 31, 2021 $ — The change in fair value of the preferred stock tranche option was as follows (in thousands): Balance at January 1, 2020 $ — Issuance of Series E preferred stock tranche option 1,500 Increase in fair value of preferred stock tranche option 6,067 Balance at January 1, 2021 7,567 Increase in fair value of preferred stock tranche option 4,157 Balance at reclassification to redeemable convertible preferred stock (11,724) Balance at December 31, 2021 $ — 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 | 12 Months Ended |
Dec. 31, 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 December 31, 2021 were as follows (in thousands): December 31, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash Equivalents: Money market funds $ 98,333 $ — $ — $ 98,333 Total cash equivalents 98,333 — — 98,333 Short-term investments Commercial paper 78,448 — — $ 78,448 U.S. treasury bonds 26,292 — (152) 26,140 Asset-backed securities 51,586 — (158) 51,428 Corporate debt securities 85,085 — (281) 84,804 Short-term investments 241,411 — (591) 240,820 Total $ 339,744 $ — $ (591) $ 339,153 The Company had $79.9 million in money market funds and zero in short-term investments at December 31, 2020. The following table presents the contractual maturities of the Company’s short-term investments as of December 31, 2021 (in thousands): December 31, 2021 Amortized Cost Estimated Fair Value Due within one year $ 142,868 $ 142,786 Due between one to five years 98,543 98,034 Total $ 241,411 $ 240,820 As of December 31, 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 $163.0 million in unrealized loss positions as of December 31, 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 year ended December 31, 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 December 31, 2021. |
Other Balance Sheet Components
Other Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Balance Sheet Components | Other Balance Sheet Components Prepaid and other current assets Prepaid and other current assets consisted of the following (in thousands): December 31, 2021 2020 Restricted cash $ 56 $ 89 Prepaid expenses 6,824 3,009 Other current assets 2,861 531 Security deposits, current 46 173 Total prepaids and other current assets $ 9,787 $ 3,802 Restricted cash is primarily cash related to tax payments. Restricted cash, all of which is current, totaled $0.1 million for both December 31, 2021 and 2020. Restricted cash is included in prepaid and other current assets in the consolidated balance sheets. Property and equipment, net Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Property and equipment Computer equipment and software $ 5,305 $ 4,562 Furniture and fixtures 959 1,034 Leasehold improvements 2,735 2,737 Total property and equipment 8,999 8,333 Less: accumulated depreciation and amortization (6,536) (5,798) Property and equipment, net $ 2,463 $ 2,535 Depreciation expense for the years ended December 31, 2021, 2020, and 2019 was $1.1 million, $1.2 million, and $1.2 million, respectively. Accrued expenses Accrued expenses consisted of the following (in thousands): December 31, 2021 2020 Accrued bonuses $ 4,945 $ 3,589 Accrued sales commissions 6,965 3,792 Accrued other compensation 10,449 7,883 Accrued professional fees 1,818 1,060 Accrued other 3,198 2,120 Total accrued expenses $ 27,375 $ 18,444 Other liabilities, current Other liabilities, current consisted of the following (in thousands): December 31, 2021 2020 Preferred stock tranche option $ — $ 7,567 Taxes payable 1,935 542 Deferred rent — 448 Other current liabilities 323 261 Total other liabilities, current $ 2,258 $ 8,818 Other liabilities, non-current Other liabilities, non-current consisted of the following (in thousands): December 31, 2021 2020 Interest payable $ 1,612 $ 976 Warrants liability — 2,401 Other non-current liabilities 34 161 Total other liabilities, non-current $ 1,646 $ 3,538 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table presents total debt outstanding (in thousands, except interest rates): December 31, 2021 2020 Amount Interest Rate Amount Interest Rate $10.0 million March 2019 $ 10,000 8.0% $ 10,000 8.4% $10.0 million September 2019 10,000 8.0% 10,000 9.2% $10.0 million December 2019 10,000 8.0% 10,000 10.0% $10.0 million March 2020 10,000 8.0% 10,000 10.0% Other debt — 120 6.2% Less debt discount (517) (724) Total debt, net of debt discount 39,483 39,396 Less current portion — (58) Total long-term debt outstanding $ 39,483 $ 39,338 In March 2016, the Company entered into a Loan and Security Agreement (the “2016 Agreement”) with TriplePoint Venture Growth BDC Corp. (“TriplePoint”), for term loans of up to $20.0 million, secured by substantially all the Company’s assets, excluding its intellectual property. The 2016 Agreement provided for cash advances over a period of forty-two months in three tranches; the first of which was exercised in March 2016, in the amount of $10.0 million. The second draw in the amount of $5.0 million, was exercised in August 2016. These 2016 cash advances were repaid in 2016, 2018, 2019 with the final payment paid in 2021. In connection with the 2016 Agreement, the Company issued TriplePoint warrants to purchase an aggregate of 195,992 shares of Series C redeemable convertible preferred stock with an exercise price equal to the lower of (i) $5.36 per share and (ii) the lowest price per share of the next preferred stock financing offering. The Company determined that the initial fair value of the Series C warrants was $0.2 million (see Note 12 Redeemable Convertible Preferred Stock and related warrants and option ). In November 2017, the 2016 Agreement was amended (the “First Amendment”) to change the interest rate on the existing term loan facility to an annual rate of the prime rate plus 3.75% (however, in no event will the prime rate be less than 3.25%). In addition, the First Amendment modified the prepayment terms such that a prepayment in full would represent the amount equal to the total of all interest payments that would have accrued and been payable from the date of the prepayment at the then existing interest rate, through the stated maturity date of the loan had it remained outstanding and been paid in accordance with its terms. There were no additional fees incurred in connection with the First Amendment. In March 2019, the Company executed a Second Amendment to the 2016 Agreement (the “Second Amendment”). The Second Amendment provided for new cash advances for up to $50.0 million in four parts, all of which were individual promissory notes. In March, September and December 2020, the Company received cash advances in the amount of $10.0 million each for a total of $30.0 million. The proceeds from the loans were used to finance the Company’s general corporate needs. Each advance under the Second Amendment has its own term, up to forty-two months. At the end of the payment term of each advance, an end-of-term payment equal to 8.0% of the draw would become due. The payments on all cash advances are interest only for various amounts of time, depending on the advance. The interest rates for the March, September and December 2020 draws were based on the prime rate plus 2.90%, prime rate plus 3.70%, and prime rate plus 4.50%, respectively (however, in no event will the prime rate be less than 5.50%). The remaining principal will be due at the end of the term of the applicable advance. The term loan facility contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company, including, among other things, restrictions on indebtedness, liens, investments, sales, transfers or disposals of assets, dividends and other distributions. In connection with the Second Amendment and the related drawdowns during 2019, the Company paid direct fees of $0.3 million and issued a warrant to purchase an aggregate of 161,724 shares of Series D redeemable convertible preferred stock with an exercise price equal to the lesser of (i) $9.275 per share and (ii) the lowest price per share of the next preferred stock financing offering. The Company determined that the initial fair value of the Series D warrants was $0.4 million (see Note 12 Redeemable Convertible Preferred Stock and related warrants and option ). In March 2020, the Company executed 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. In April 2020, the Company exercised its option to receive another cash advance of $10.0 million. In connection with the advance, the Company issued to TriplePoint a warrant to purchase 53,908 shares of the Company’s Series D redeemable convertible preferred stock with an exercise price equal to the lesser of (i) $9.275 per share and (ii) and the lowest price per share of the next preferred stock financing offering. The Company determined the initial fair value of the warrants at issuance was $0.1 million. The fair value of the warrant is being amortized, as interest expense, over the term of the loan using the effective interest method. The payments on all cash advances are interest only, with interest rates for the March, September, December 2020 and April 2020 draws being based on the prime rate plus 2.90%, prime rate plus 3.70%, prime rate plus 4.50%, and prime rate plus 4.50%, respectively. However, in no event will the prime rate be less than 5.50%. 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 included an option to extend the maturity and prepayment term dates by an additional 12 months if certain criteria were met. In April 2020, the Company met the criteria to extend the maturity and prepayment dates for the four outstanding advances and elected to do so. 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 both the debt issuance fees and the fair value adjustment of the warrants issued in connection with debt issuances as interest expense using the effective interest method over the remaining term of the loan. 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 December 31, 2021 and December 31, 2020, accrued interest for the end-of term payments was $1.6 million and $1.0 million, respectively. The effective interest rate on debt was 10.75% and 11.44% for the years ended December 31, 2021 and December 31, 2020, respectively. As of December 31, 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 December 31, 2021 are as follows (in thousands): Years Ending 2022 $ — 2023 — 2024 — 2025 30,000 2026 10,000 |
Leases
Leases | 12 Months Ended |
Dec. 31, 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. In 2014, the Company leased office space in San Francisco for a term of seven years with an option to extend. In 2021, the company exercised its option to extend the San Francisco lease to 2029. 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 consolidated balance sheet, while the associated lease payments are recorded in the 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 statements of operations and comprehensive loss (in thousands): Year ended December 31, 2021 Operating lease expense $ 2,375 Variable lease expense 703 Total lease expense $ 3,078 Variable lease payments include amounts relating to common area maintenance, real estate taxes and insurance and are recognized in the statements of operations and comprehensive loss as incurred. The following table summarizes supplemental information related to leases: Year ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (in thousands) $ 2,636 Weighted-average remaining lease term (years) Operating leases 7 Weighted-average discount rate Operating leases 5.3 % The following table summarizes the maturities of lease liabilities as of December 31, 2021 (in thousands): 2022 $ 2,447 2023 2,268 2024 2,150 2025 1,928 Thereafter 6,669 Total future minimum lease payments 15,462 Less: imputed interest (2,605) Present value of future minimum lease payments 12,857 Less: Current portion of operating lease liability (1,820) Long-term operating lease liability $ 11,037 A s 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 non-cancelable minimum rental payments on its operating leases as of December 31, 2020 were as follows (in thousands): 2022 $ 2,455 2023 1,444 2024 887 2025 762 2026 and years thereafter 1,355 Total minimum future rentals $ 6,903 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit As of December 31, 2021 and 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 December 31, 2021 were approximately $60.3 million as follows: 2022 $ 12,699 2023 22,571 2024 25,000 $ 60,270 Employee Benefit Plans The Company has a 401(k) Savings Plan (the 401(k) Plan) which qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating employees may elect to contribute up to 100% of their eligible compensation, subject to certain limitations. The Company, at its sole discretion may make matching contributions without limitation. The Company provides pension plans in Australia, France, New Zealand, Norway, Singapore and the United Kingdom, adhering to statutory requirements where applicable. In countries in which pension plans are government mandated, the Company withholds the appropriate percentage of employee earnings and remits to the plan administrator. In several countries, the Company is legally required to make a minimum contribution to the plan ranging from 1% -12% of an employee’s earnings. The 401(k) Plan and other pension plans that the Company provides or is mandated to provide are all defined contribution plans. For the years ended December 31, 2021, 2020 and 2019 the Company’s pension contributions were $3.4 million, $2.0 million and $1.8 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 help documentation under normal use and circumstances. Additionally, the Company's arrangements generally include provisions for indemnifying customers against liabilities if its software or SaaS offering infringes upon a third party's intellectual property rights. Furthermore, the Company may also incur liabilities if it breaches the security or confidentiality obligations in its arrangements. To date, the Company has not incurred significant costs and has not accrued a liability in the accompanying consolidated financial statements as a result of these obligations. The Company has entered into service-level agreements with a majority of its customers defining levels of support response times and SaaS uptimes, as applicable. In a very small percentage of the Company's arrangements, the Company allows customers to terminate their agreements if the Company fails to meet those levels. In such instances, the customer would be entitled to a refund of prepaid unused subscription or support and maintenance fees. To date, the Company has not experienced any significant failures to meet defined support response times or SaaS uptimes pursuant to those agreements and, as a result, the Company has not accrued any liabilities related to these agreements in the consolidated financial statements. From time to time, the Company enters into certain types of contracts in which it assumes contingent indemnification obligations in respect to third-party claims. These contracts primarily relate to agreements under which the Company indemnifies customers and partners for claims arising from intellectual property infringement. The terms of such obligations vary, and the overall maximum amount of the obligations cannot be reasonably estimated. Historically, the Company has not been obligated to make any payments for these obligations, and no liabilities have been recorded for these obligations as of December 31, 2021 and 2020 Legal Matters |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of loss before income taxes are as follows (in thousands): December 31, 2021 2020 2019 Domestic $ (25,163) $ (29,166) $ (19,548) International (21,721) (12,063) (19,345) Total loss before income taxes $ (46,884) $ (41,229) $ (38,893) The provision for (benefit from) income taxes consisted of the following (in thousands): December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 56 27 26 Foreign 828 538 (2,011) Total 884 565 (1,985) Deferred: Federal — — — State — — — Foreign — — — Total — — — P rovision for (benefit from) income taxes $ 884 $ 565 $ (1,985) The foreign current income tax benefit in 2019 was due to a net operating loss carryback in the United Kingdom. For the years ended December 31, 2021, 2020 and 2019, the federal statutory income tax rate of 21% differs from the effective tax rate primarily due to the valuation allowance. The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate (in thousands): December 31, 2021 2020 2019 Pre-tax loss $ (46,884) $ (41,229) $ (38,893) Federal tax at statutory rate (9,846) (8,658) (8,168) Stock-based compensation (3,102) 24 172 Revaluation of preferred warrants and option 2,110 1,542 — Foreign rate difference (5,382) (670) 1,110 Change in valuation allowance 18,389 8,936 5,085 State taxes (1,343) (785) (414) Other 58 176 230 Tax expense (benefit) $ 884 $ 565 $ (1,985) Significant components of the Company’s net deferred tax assets and liabilities were as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Stock-based compensation $ 2,756 $ 1,380 Accruals and reserves 3,693 2,746 Deferred revenue 228 447 Net operating loss carryforwards – domestic 30,221 20,508 Net operating loss carryforwards – foreign 28,245 20,733 Property and equipment 307 291 Operating lease liabilities 2,529 — Tax basis intangible assets 3,202 2,921 71,181 49,026 Valuation allowance (65,404) (47,015) Deferred tax assets, net of valuation allowance 5,777 2,011 Deferred tax liabilities: Operating lease right-of-use assets (2,489) — Deferred costs (3,074) (1,771) Other (214) (240) (5,777) (2,011) Net deferred tax assets/(liabilities) $ — $ — The Company regularly assesses the ability to realize its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. Due to the weight of objectively verifiable negative evidence, including its history of losses, the Company believes that it is more likely than not that its deferred tax assets will not be realized. The valuation allowance increased by approximately $18.4 million and $8.9 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had approximately $123.6 million and $85.4 million of federal and state net operating loss carryforwards, respectively. The federal net operating loss carryforwards will expire at various dates beginning in 2031 if not utilized, and the state net operating loss carryforwards will expire at various dates beginning in 2032 if not utilized. As of December 31, 2021, the Company had approximately $121.1 million of foreign net operating loss carryforwards, predominantly in Norway and the United Kingdom. The foreign net operating loss carryforwards do not expire. As of December 31, 2021, the Company had approximately $4.2 million and $1.5 million related to U.S. Federal and California R&D credits, respectively. The federal R&D credits will expire at various dates beginning in 2033 if not utilized, and the California R&D credits do not expire. As of December 31, 2021, the Company had uncertain tax positions of $4.2 million and $1.5 million respectively, related to U.S Federal and California R&D credits and $0.1 million of uncertain tax positions related to foreign jurisdictions. As of December 31, 2020, the Company had uncertain tax positions of $1.8 million and $0.9 million related to U.S. Federal and California R&D credits, respectively and $0.1 million related to foreign jurisdictions. As of December 31, 2021, the unrecognized tax benefits related to U.S. Federal and California R&D credits, if realized, would not impact the effective tax rate because of the valuation allowances and the uncertain tax position related to foreign jurisdictions as of December 31, 2021 would impact the effective tax rate if realized. The Company expects to perform a research and development tax credit study starting in 2022. Currently any resulting change in the uncertain tax position relating to research and development tax credits cannot be reasonably estimated and would not impact the effective tax rate due to valuation allowances. The Company records interest and penalties related to uncertain tax positions as a component of income tax expense. The Company did not accrue any material interest or penalties during 2021 and 2020. A reconciliation of beginning and ending amount of unrecognized tax benefit was as follows (in thousands): December 31, 2021 2020 2019 Gross amount of unrecognized tax benefits as of the beginning of the year $ 2,811 $ 2,184 $ 1,794 Additions based on tax positions related to a prior year 853 — 61 Additions based on tax positions related to the current year 2,154 627 329 Reductions based on tax positions related to a prior year (32) — — Gross amount of unrecognized tax benefits as of the end of the year $ 5,786 $ 2,811 $ 2,184 The Company files income tax returns in the U.S. and foreign jurisdictions and is subject to income tax examinations by taxing authorities in federal, state and foreign jurisdictions with varying statutes of limitations. The federal statute of limitations is three years and the state statutes of limitations are three to four years. Due to net operating loss carryforwards, the federal and state statutes of limitations remain open for tax years 2011 and thereafter. Foreign statute of limitations vary by country with open tax years ranging from 2012 - 2021. Under Section 382 of the Tax Reform Act of 1986, the Company’s domestic net operating loss carryforwards may be limited in certain circumstances. Events which cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50%, as defined, over a three-year period. The impact of any limitations that may be imposed due to such ownership changes has not been determined. On December 22, 2017, the United States passed the Tax Cuts and Jobs Act (the “Tax Act”) which enacts a broad range of changes to the US Tax Code. The Tax Act subjects a U.S. shareholder to tax on global intangible low-taxed income (GILTI) earned by certain foreign subsidiaries. The Company recognizes the expense related to GILTI in the year the tax is incurred. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation A summary of the Company’s stock-based compensation expense as recognized on the consolidated statements of operations is presented in thousands below: Years ended December 31, 2021 2020 2019 Cost of revenue $ 617 $ 166 $ 102 Research and development 1,924 1,307 455 Sales and marketing 3,495 1,794 1,050 General and administrative 4,630 2,917 1,885 Total stock-based compensation expense $ 10,666 $ 6,184 $ 3,492 2021 Equity Incentive Plan In September 2021, the Company’s board of directors adopted the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) as a successor to the 2012 Equity Incentive Plan (the “2012 Plan”) with the purpose of granting stock-based awards to employees, directors, officers and consultants such as stock options, restricted stock awards and restricted stock units (RSUs). The Company’s compensation committee administers the 2021 Plan. A total of 7,276,000 shares of Class A common stock were initially available for issuance under 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, 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 2012 Plan. However, the 2012 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 December 31, 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, service and performance conditions and the occurrence of a 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. 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 concurrent with the completion of the IPO, and established 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 fiscal year beginning on January 1, 2022, 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 December 31, 2021, no shares had been granted under the 2021 ESPP. Except for the initial offering period, the ESPP provides for a 12-month offering period beginning November 15 and May 15 of each year, and each offering period will consist of two six-month purchase periods. The initial offering period began on October 1, 2021 and will end on November 15, 2022. On each purchase date, eligible employees will purchase the shares at a price per share equal to 85% of the lesser of (1) the fair market value of the Company’s common stock on the offering date, or (2) the fair market value of its common stock on the purchase date. Restricted Stock Units The Company grants RSUs that generally vest over one Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2020 351,111 $ 2.54 Granted 1,716,193 27.49 Vested (336,111) 2.54 Canceled (28,469) 27.49 Outstanding at December 31, 2021 1,702,724 27.49 Stock Options A summary of the Company’s stock option activity and related information for the year ended December 31, 2021 is as follows: Number of Awards Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Balances as of December 31, 2020 15,114,560 $ 3.15 6.7 $ 70,413 Options granted 2,443,785 14.30 Options exercised (2,510,947) 1.97 Options cancelled (827,811) 6.11 Balances as of December 31, 2021 14,219,587 5.10 6.4 306,981 As of December 31, 2021 Vested and expected to vest 14,219,587 5.10 6.4 306,981 Vested and exercisable 8,907,499 2.95 5.3 211,435 As of December 31, 2021 , there was $24.4 million of unrecognized compensation expense related to non-vested stock options granted under the Plan. That expense is expected to be recognized over a weighted-average period of 3.0 years. 2021 Employee Stock Purchase Plan All stock-based compensation to employees, including the purchase rights issued under the Company's 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 and over the offering period, for the purchase rights issued under the 2021 ESPP. See Note 2. Summary of Significant Accounting Policies |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Related Warrants and Option | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock and Related Warrants and Option | Redeemable Convertible Preferred Stock and Related Warrants and Option Upon 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 shared which was exercised in April 2021, automatically converted to 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 Value Authorized Issued and Outstanding Series A 6,952,382 6,952,382 $ 7,017 Series B 9,108,214 9,108,214 15,028 Series C 5,785,212 5,589,220 29,836 Series D 9,711,291 9,495,659 87,853 Series E 10,000,000 9,697,144 91,769 Balance at December 31, 2020 41,557,099 40,842,619 $ 231,503 Preferred Stock In connection with the IPO, the Company amended and restated its certificate of incorporation, which authorized 100,000,000 shares of undesignated preferred stock, with a par value of $0.001. As of December 31, 2021, there were 100,000,000 shares of preferred stock authorized and zero shares of preferred stock outstanding. Preferred Stock Warrants On 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) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity (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 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 | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share 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 (including Class A common stock and Class B common stock in 2021 and common stock in 2020 and 2019) outstanding would have been anti-dilutive. The following outstanding potentially dilutive ordinary shares (including Class A common stock and Class B common stock in 2021 and common stock in 2020 and 2019) were excluded from the computation of diluted net loss per share attributable to ordinary stockholders for the periods presented, as their effect would have been antidilutive: Year ended December 31, 2021 2020 2019 (in thousands) Redeemable convertible preferred stock — 40,843 31,145 Stock options 10,601 6,289 5,514 Restricted stock units 155 351 351 Convertible preferred stock warrants and option — 2,347 412 Other awards including contingently issuable shares 55 100 145 Total anti-dilutive shares 10,811 49,930 37,567 In the event of liquidation, dissolution, distribution of assets or winding-up of the Company, the holders of all classes of common stock have equal rights to receive all the assets of the Company. We have not presented net loss per share under the two-class method for our Class A common stock and Class B common stock in 2021 and common stock in 2020 and 2019 because it would be the same for each class due to equal dividend and liquidation rights for each class. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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 our 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 our 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 5.4% 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 year ended December 31, 2021, the Company recognized revenue of $4.6 million from software license agreements with this KKR affiliate. The Company had $1.5 million in accounts receivable recorded related to these agreements at December 31, 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn February 20, 2022 the Company granted approximately 1.7 million RSUs to certain employees. Based on the grant date fair value of the awards, the Company expects approximately $23.0 million of stock-based compensation expense to be recognized on a straight-line basis over the awards’ vesting period of four years. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). All intercompany balances and transactions have been eliminated on consolidation. |
Use of Estimates | Use of Estimates The Company’s 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 allowance of deferred income 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash and all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. The fair market value of cash equivalents approximated their carrying value at December 31, 2021 and 2020. |
Short-term Investments | Short-term investments Short-term investments consist primarily of money market funds, U.S. government securities, commercial paper, corporate debt and asset-backed securities. The Company’s policy 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. |
Accounts Receivable | Accounts ReceivableAccounts receivable are recorded at the invoiced amount net of allowance for doubtful accounts and are non-interest bearing. The allowance is based on the Company’s assessment of the collectability of accounts by considering the age of each outstanding invoice, the collection history of each customer and an evaluation of potential risk of loss associated with delinquent accounts. Amounts deemed uncollectible are recorded to these allowances in the consolidated balance sheets with an offsetting decrease in related deferred revenue and a charge to general and administrative expense in the consolidated statements of operations. |
Capitalized Software Costs - Products to be Sold | Capitalized Software Costs Capitalization of software development costs for products to be sold to third parties begins upon the establishment of technological feasibility and ceases when the product is available for general release. The Company’s current process for developing its software is essentially completed concurrently with the establishment of technological feasibility, whereby there |
Capitalized Software Costs - Internal Use Software | Software development costs for internal use software are subject to capitalization during the application development stage, beginning when a project that will result in additional functionality is approved and ending when the software is put into productive use. The cost incurred between these stages are generally not material to the Company due to short development cycles. Capitalizable software development costs for the years ended December 31, 2021 and 2020, were not material. The Company has capitalized certain implementation costs incurred in connection with cloud computing arrangements that are service contracts and recorded these in contract and other assets in the consolidated balance sheets. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method in amounts sufficient to write-off depreciable assets over their estimated useful lives, generally three Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of any asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. If the carrying amount exceeds the undiscounted cash flows, the assets are determined to be impaired and an impairment charge is recognized as the amount by which the carrying amount exceeds its fair value. For the year ended December 31, 2021 and 2020, there were no material impairment charges recorded. Estimated useful lives of fixed assets are as follows: Computer hardware 3-4 years Furniture, fixtures and equipment 5-7 years Leasehold improvements 5-10 years |
Revenue; Contract Costs | Revenue The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Consistent with the overall core principle of ASC 606, the Company recognizes revenue when promised products and services are transferred to the customer. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these products and services. The Company applies judgement in identifying and evaluating terms and conditions in contracts which may impact revenue recognition. To determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of the agreements, the Company performs the following steps: • Step 1 – Identify the contract(s) with the customer • Step 2 – Identify the performance obligations in the contract • Step 3 – Determine the transaction price • Step 4 – Allocate the transaction price to the performance obligations in the contract • Step 5 – Recognize revenue when (or as) performance obligations are satisfied Step 1 – Identify the contract with the customer: Prior to recognizing any revenue, both the Company and its customer sign a written agreement (“contract”) that clearly specifies each party’s rights and obligations, as well as the payment terms for delivered products and services. Step 2 – Identify the performance obligations in the contract Performance obligations are identified based on the products and services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from a product or service either on its own or together with other resources that are readily available from third parties or from the Company, and (ii) are distinct in the context of the contract, whereby the transfer of certain products or services is separately identifiable from other promises in the contract. The Company sells its products and services through term license, perpetual license and SaaS subscription contracts. On-premise (i.e. self-managed) offerings are comprised of subscription term or perpetual licenses and an obligation to provide support and maintenance, which constitute separate performance obligations. The Company’s SaaS subscriptions provide customers the right to access cloud-hosted software and support as a service, which the Company considers to be a single performance obligation. The Company also renews subscriptions for support and maintenance, which the Company considers to be a single performance obligation. Professional services consist of consulting and training services. These services are distinct performance obligations from self-managed offerings and SaaS subscriptions and do not result in significant customization of the software. Step 3 – Determine the transaction price In general, consideration earned by the Company consists of fixed amounts only. The impact of variable consideration has not been material in any year because the Company generally does not offer refunds, rebates or credits to customers. The Company’s contracts do not contain a significant financing component. The Company is generally the principal and controls the delivery of products and services, and revenue is recorded as the gross amounts billed and receivable. Indirect transactions are those where subscriptions, professional services and/or training is provided to an end customer through a partner (reseller). Revenue from transactions with reseller partners is recorded based on the amount billed to the reseller partner. In cases where the Company is not the principal, revenue is recorded net of amounts payable to partners. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by the Company from a customer, are excluded from revenue. Step 4 – Allocate the transaction price to the performance obligations in the contract Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”) The SSP is determined based on the prices at which the Company separately sells the products and services, assuming the majority of these separate transactions fall within an observable range of prices when sold separately in comparable circumstances to similar customers. In instances where SSP is not directly observable, such as when the Company does not sell the software license or the maintenance and support separately, the Company determines the SSP using information that may include market conditions and other observable inputs that can require significant judgment. The Company’s self-managed subscription term licenses and perpetual licenses have not historically been sold on a standalone basis, as the Company always sells theses licenses together with support and maintenance contracts. License support and maintenance contracts are generally priced as a percentage of the net fees paid by the customer to access the license. The Company is unable to establish SSP for ForgeRock’s self-managed subscription term and perpetual licenses and SaaS subscriptions based on observable prices given the same products are sold for a broad range of amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. As a result, the SSP for self-managed subscription term and perpetual licenses and SaaS subscriptions included in a contract with multiple performance obligations is determined by applying a residual approach whereby all other performance obligations within the contract are first allocated a portion of the transaction price based upon their respective SSPs, with any residual amount of transaction price allocated to the self-managed subscription term and perpetual licenses or SaaS subscription. Step 5 – Recognize revenue when (or as) performance obligations are satisfied Software Licenses Revenue is generally recognized when the software is delivered or made available to the customer, at which time the Company’s performance obligation is satisfied. Support & Maintenance Revenue from support and maintenance represent fees earned from providing customers unspecified future updates, upgrades and enhancements and technical product support on an if and when available basis. Support and maintenance revenue is recognized ratably over the subscription term license period or the support period. Identity and Access Management Service (SaaS) Revenue from SaaS is earned by providing customers stand-ready access to the Company’s hosted Identity Cloud-based Access Management Service and support. Revenue is recognized ratably over the contract period as the Company satisfies its performance obligation. Professional Services Revenue from professional services and training services are recognized when such services or training are delivered. Contract Costs The Company has determined sales commissions as well as payroll tax and other costs associated with and directly attributable to the contract obtained are incremental and recoverable costs of obtaining a contract with a customer. These costs are recorded as deferred commissions in the consolidated balance sheets, current and noncurrent. Sales commissions for renewals of customer contracts are not commensurate with the commissions paid for the acquisition of the initial contract. Accordingly, commissions paid upon the initial acquisition of a contract are amortized over the estimated period of benefit of four The Company determines the estimated period of benefit based on the duration of relationships with the Company’s customers, which includes the expected renewals of customer contracts, customer retention data, the Company’s technology development lifecycle and other factors. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. |
Cost of Revenue | Cost of Revenue Subscriptions and perpetual licenses cost of revenue consists primarily of employee compensation costs for employees associated with supporting the Company’s subscriptions and perpetual license arrangements and certain third-party expenses such as contractors, cloud infrastructure and customer support costs. Professional services cost of revenue consists primarily of employee compensation costs and third-party hosting costs. |
Foreign Currency Translation and Re-measurement | Foreign Currency Translation and Re-measurement The functional currencies of the Company’s foreign subsidiaries are their local currencies. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Subsidiaries’ equity balances are translated using historical exchange rates. Revenues and expenses are translated at the average exchange rate during the period. Adjustments arising from translation of those financial statements into the Company’s reporting currency, the U.S. dollar, are included in accumulated other comprehensive income (loss) within stockholders’ equity deficit. |
Concentrations of Risks and Significant Customers and Third Party Hosted Services | Concentrations of Credit Risk, Significant Customers and Third Party Hosted Services 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. Major customers No single customer represented over 10% of revenue for the years ended December 31, 2021, 2020 and 2019. No single customer represented over 10% of accounts receivable for the years ended December 31, 2021 and 2020. The Company does not require collateral to secure trade receivable balances. Refer to Note 3. “Segment and Revenue Disclosures” for additional revenue disclosures. Third Party Hosted Services The Company relies on the technology, infrastructure, and software applications, including software-as-a-service offerings, of third parties in order to host or operate certain key products and functions of its business. |
Collaborative Arrangements | Collaborative Arrangements The Company has entered into collaborative arrangements with two partners in order to develop future versions of and enhance the features and functionality of its identity software and SaaS services. These arrangements have been determined to be within the scope of ASC 808, Collaborative Arrangements |
Research and Development Expenses | Research and Development Expenses Research and development expenses include all direct costs, primarily salaries and stock-based compensation costs for Company personnel and outside consultants, related to the development of new software products, significant enhancements to existing software products, allocated overhead including depreciation, office rent, software and maintenance expenses. Research and development costs are generally expensed as incurred. |
Sales and Marketing Expenses | Sales and Marketing ExpensesSales and marketing expenses primarily consist of personnel costs for the Company’s sales, marketing and business development employees, commissions earned by the Company’s sales personnel and third-party partners, the cost of marketing programs such as brand awareness and lead generation programs, marketing events, industry analyst fees, website design and maintenance costs, allocated overhead including depreciation and office rent. Marketing and advertising costs are expensed as incurred and are included in sales and marketing expenses. |
Stock-based Compensation Expense | Stock-based Compensation Expense The Company accounts for the measurement and recognition of stock-based compensation expense in accordance with the provisions of ASC 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires compensation expense for all stock-based compensation awards made to employees, non-employees and directors to be measured and recognized based on the grant date fair value of the awards. Stock-based compensation expense is recognized net of forfeitures. The Company recognizes forfeitures as they occur. Following the IPO, the Company grants equity awards under the 2021 Equity Incentive Plan four times each year, on February 20th, May 20th, August 20th and November 20th, or prior business day. Restricted Stock Units (RSUs) The fair value of RSUs is estimated based on the fair value of our common stock on the date of grant. 2016 - 2018 RSU Grants: The Company issued 240,000 and 111,111 RSUs in 2016 and 2018, respectively. The fair value of RSUs that are subject to vesting is recognized as a compensation expense over the requisite service or performance period, using the accelerated attribution method, once the liquidity event-related vesting condition becomes probable of being achieved. Our RSUs vest upon the satisfaction of (i) either a performance-based vesting condition or a service-based vesting condition and a (ii) liquidity event-related vesting condition. The performance-based vesting condition is satisfied by our achievement of certain contracted ARR targets. The service-based vesting condition is satisfied by the award holder providing services to us over a specific period. The liquidity event-related vesting condition is satisfied on the earlier of: (i) a Change in Control (as defined in the 2012 Plan) or (ii) this offering. All performance-based and time-based vesting conditions of our RSUs have been satisfied. On IPO we recorded a cumulative stock-based compensation expense of $0.9 million for those RSUs for which the performance-based and service-based vesting conditions had been satisfied. There were no RSU grants in 2019 and 2020. 2021 RSU Grants: After the IPO, the Company primarily grants RSUs to its employees and the Company’s practice is to convey the grant in the form of a dollar value to the employee. To translate that dollar value to quantity of shares granted, the Company uses the 30 day average market closing price of the Company’s Class A common stock ending on the date of grant to calculate the quantity of RSUs to be awarded. The RSU quantity granted is then multiplied by the grant date closing price of the Company’s Class A common stock to estimate the fair value. Stock-based compensation expense for service-based awards is determined based on the grant-date fair value and is recognized on a straight-line basis over the requisite service period of the award, which is typically the vesting term of the award. Stock Options Stock-based compensation expense for stock options is determined based on the grant-date fair value and is recognized on a straight-line basis over the requisite service period of the stock option, which is typically the vesting term of the award. The Company accounts for stock option awards issued to employees and non-employees based on the fair value of the award, determined using the Black-Scholes option valuation model. The model requires some highly subjective assumptions as inputs, including the following: • Risk-free rate: The risk-free interest rate is based on the implied yield currently available on U.S. Treasury securities with a remaining term commensurate with the estimated expected term. • Expected term: For time-based awards, the estimated expected term of options granted is generally calculated as the vesting period plus the midpoint of the remaining contractual term, as the Company does not have sufficient historical information to develop reasonable expectations surrounding future exercise patterns and post-vesting employment termination behavior. • Dividend yield: The Company uses a dividend yield of zero, as it does not currently issue dividends and has no plans to issue dividends in the foreseeable future. • Volatility: Since the Company does not have a substantive trading history of its Class A common stock, expected volatility is estimated based on the average of the historical volatilities of the common stock of publicly-traded entities in the Company’s peer group within the Company’s industry and with characteristics similar to those of the Company. • Fair value: Prior to the IPO, there was no public market for the Company’s common stock, so the fair value of the shares of common stock was established by the Board of Directors. The Company’s Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards were approved. The factors included, but were not limited to: (i) contemporaneous third-party valuations of the Company’s common stock; (ii) the value of the Company’s tangible and intangible assets, (iii) the present value of anticipated future cash flows, (iv) the market value and volatility of publicly-traded entities engaged in substantially similar businesses; (v) recent arm’s-length transactions involving the sale or transfer of common and preferred stock, (vi) control premiums, (vii) discounts for lack of marketability, (viii) the Company’s operating history, its lack of profitability to date, and anticipated operating results, and (ix) liquidation preferences and other rights held by preferred stockholders. 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. The following assumptions were used to estimate the fair value of stock options granted during the years ended December 31, 2021, 2020 and 2019: Years ended December 31, 2021 2020 2019 Common stock fair value $4.97 to $27.49 $4.83 to $7.86 $3.72 to $4.71 Volatility 50.2% to 51.6% 41.7% to 50.4% 39.2% to 40.5% Expected term (in years) 6.04 6.06 6.04 Risk-free interest rate 0.52% to 1.08% 0.32% to 1.49% 1.42% to 2.48% Expected dividends 0 % 0 % 0 % Weighted-average grant date fair value $ 8.86 $ 2.29 $ 1.88 Employee Stock Purchase Plan (the “2021 ESPP”) All stock-based compensation to employees, including the purchase rights issued under the Company's 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 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. See Note 11. Stock-based Compensation for a discussion of the the assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2021. The following assumptions were used to estimate the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Year Ended December 31 2021 Volatility 46.97% to 50.78% Expected term (in years) 0.66 to 1.17 Risk-free interest rate 0.06% to 0.09% Expected dividends 0 % |
Convertible Preferred Stock Warrants Liability and Preferred Stock Tranche Option Liability | Convertible Preferred Stock Warrants Liability and Preferred Stock Tranche Option Liability The Company accounts for contingently redeemable freestanding warrants and preferred stock tranche option to purchase shares of convertible preferred stock as liabilities on its consolidated balance sheets at their estimated fair value. Convertible preferred stock warrants and the preferred stock tranche option were subject to re-measurement at each balance sheet date, and any change in fair value was recognized as fair value adjustment on warrants and preferred stock tranche option in the consolidated statements of operations. |
Income Taxes | Income Taxes The Company uses the liability method to account for income taxes, under which deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as for net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The Company recognizes the deferred income tax effects of a change in tax rates in the period of enactment. The Company records valuation allowances to reduce deferred tax assets to the amount that it believes is more likely than not to be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies in assessing the need for a valuation allowance. Realization of its deferred tax assets is dependent primarily upon future U.S, United Kingdom and Norwegian taxable income. The calculation of the Company’s tax liabilities involves assessing uncertainties in the application of complex tax regulations in multiple tax jurisdictions. In evaluating the exposure associated with various filing positions, the Company records estimated reserves when it is more-likely-than-not that an uncertain tax position will not be sustained upon examination by a taxing authority, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense in the consolidated statements of operations and income taxes payable in the consolidated balance sheets. |
Net Loss Per Share | Net Loss Per Share The Company computes its basic and diluted net loss per share attributable to common stockholders using the two-class method required for companies with participating securities. Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares (including Class A common stock and Class B common stock in 2021 and common stock in 2020 and 2019) outstanding during the period. Diluted net loss per share attributable to common stockholders is computed giving effect to all potential dilutive Class A common stock and Class B common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase Class A common stock and Class B common stock in 2021 and common stock in 2020 and 2019, unvested RSUs, shares subject to repurchase from early exercised options, unvested common stock and warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as the effect is antidilutive. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes foreign currency translation adjustments, net of taxes and net changes in unrealized losses on available-for-sale securities. |
Contingencies | Contingencies Loss contingencies from legal proceedings and claims may occur from intellectual property (IP) infringement claims and product liability, contractual claims, tax and other matters. Accruals are recognized when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. Legal fees are expensed as incurred. |
Recently Adopted Accounting Pronouncements; Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncement 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 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 December 31, 2021, the aggregate balances of lease right-of-use assets and lease liabilities were $12.6 million and $12.9 million, respectively. The standard did not materially affect the Company’s 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 8 Leases for further information. Recently Issued Accounting Pronouncement Not Yet Adopted In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance , which requires business entities to disclose information about certain government assistance including government grants and money contributions they receive. Such disclosure requirements include the nature of the transactions and the related accounting policy used, the line items on the balance sheet and income statement that are affected and the amounts applicable to each financial statement line item and significant terms and conditions of the transactions. ASU 2021-10 will be effective for annual periods beginning after December 15, 2021 and should be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2021-10 will have on our Consolidated Financial Statements. The Company will adopt ASU 2021-10 on January 1, 2022. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . ASU 2019-12 removes certain exceptions to the general principles in Topic 740. ASU 2019-12 is effective for fiscal years beginning January 1, 2022, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2019-12 will have on our Consolidated Financial Statements. The Company will adopt ASU 2019-12 on January 1, 2022. In June 2016, the FASB issued ASU 2016-13 regarding ASC Topic 326, Financial Instruments–Credit Losses , which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2023. The Company is currently evaluating the impact that this updated standard will have on its consolidated financial statements and has not yet determined whether the effect will be material. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Bad Debt Allowances | Bad debt allowances consisted of the following (in thousands): December 31, 2021 2020 Balance, beginning of period $ 159 $ 14 Additions 34 147 Reversal of bad debt (133) — Write-offs (26) (2) Balance, end of period $ 34 $ 159 |
Schedule of Property and Equipment, Net | Estimated useful lives of fixed assets are as follows: Computer hardware 3-4 years Furniture, fixtures and equipment 5-7 years Leasehold improvements 5-10 years Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Property and equipment Computer equipment and software $ 5,305 $ 4,562 Furniture and fixtures 959 1,034 Leasehold improvements 2,735 2,737 Total property and equipment 8,999 8,333 Less: accumulated depreciation and amortization (6,536) (5,798) Property and equipment, net $ 2,463 $ 2,535 |
Summary of Valuation Assumptions of Stock Options | The following assumptions were used to estimate the fair value of stock options granted during the years ended December 31, 2021, 2020 and 2019: Years ended December 31, 2021 2020 2019 Common stock fair value $4.97 to $27.49 $4.83 to $7.86 $3.72 to $4.71 Volatility 50.2% to 51.6% 41.7% to 50.4% 39.2% to 40.5% Expected term (in years) 6.04 6.06 6.04 Risk-free interest rate 0.52% to 1.08% 0.32% to 1.49% 1.42% to 2.48% Expected dividends 0 % 0 % 0 % Weighted-average grant date fair value $ 8.86 $ 2.29 $ 1.88 |
Summary of Valuation Assumptions of ESPP | The following assumptions were used to estimate the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Year Ended December 31 2021 Volatility 46.97% to 50.78% Expected term (in years) 0.66 to 1.17 Risk-free interest rate 0.06% to 0.09% Expected dividends 0 % |
Segment and Revenue Disclosur_2
Segment and Revenue Disclosures (Tables) | 12 Months Ended |
Dec. 31, 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): Year ended December 31, 2021 2020 2019 Americas $ 94,225 $ 67,966 $ 49,495 EMEA 60,472 43,847 44,744 APAC 22,236 15,821 10,259 Total Revenue $ 176,933 $ 127,634 $ 104,498 |
Summary of Disaggregation of Revenue | In the following table, revenue is presented by software license and service categories (in thousands): Year ended December 31, 2021 2020 2019 Revenue: Multi-year term licenses $ 47,343 $ 29,193 $ 24,614 1-year term licenses 37,268 35,125 26,568 Total subscription term licenses 84,611 64,318 51,182 Subscription SaaS, support & maintenance 85,434 57,833 40,682 Perpetual licenses 1,695 1,225 7,884 Total subscriptions and perpetual licenses 171,740 123,376 99,748 Professional services 5,193 4,258 4,750 Total revenue $ 176,933 $ 127,634 $ 104,498 |
Summary of Contract Assets and Deferred Revenue | Contract assets and deferred revenue from contracts with customers were as follows (in thousands): Year ended December 31, 2021 2020 Contract assets $ 20,508 $ 11,347 Deferred revenue 75,394 55,504 |
Summary of Deferred Commissions | The following table summarizes the account activity of deferred commissions for the year ended December 31, 2021 and 2020: Year ended December 31, 2021 2020 Beginning balance $ 14,748 $ 10,042 Additions to deferred commissions 23,274 18,129 Amortization of deferred commissions (13,964) (13,423) Ending balance $ 24,058 $ 14,748 Year ended December 31, 2021 2020 Deferred commissions, current $ 8,457 $ 5,923 Deferred commissions, noncurrent 15,601 8,825 Total deferred commissions $ 24,058 $ 14,748 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 98,333 $ — $ — $ 98,333 Total cash equivalents 98,333 — — 98,333 Commercial paper — 78,448 — 78,448 Asset-backed securities — 51,428 — 51,428 Corporate debt securities — 84,804 — 84,804 U.S. treasury bonds — 26,140 — 26,140 Total short-term investments — 240,820 — 240,820 Total cash equivalents and short-term investments $ 98,333 $ 240,820 $ — $ 339,153 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): Balance at January 1, 2020 $ 1,057 Issuance of warrants for series D preferred stock 127 Increase in fair value of preferred stock warrants 1,217 Balance at January 1, 2021 2,401 Increase in fair value of preferred stock warrants 5,871 Balance at issuance of common stock upon exercise of warrants (8,272) Balance at December 31, 2021 $ — The change in fair value of the preferred stock tranche option was as follows (in thousands): Balance at January 1, 2020 $ — Issuance of Series E preferred stock tranche option 1,500 Increase in fair value of preferred stock tranche option 6,067 Balance at January 1, 2021 7,567 Increase in fair value of preferred stock tranche option 4,157 Balance at reclassification to redeemable convertible preferred stock (11,724) Balance at December 31, 2021 $ — |
Cash Equivalents and Short-Te_2
Cash Equivalents and Short-Term Investments (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 were as follows (in thousands): December 31, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash Equivalents: Money market funds $ 98,333 $ — $ — $ 98,333 Total cash equivalents 98,333 — — 98,333 Short-term investments Commercial paper 78,448 — — $ 78,448 U.S. treasury bonds 26,292 — (152) 26,140 Asset-backed securities 51,586 — (158) 51,428 Corporate debt securities 85,085 — (281) 84,804 Short-term investments 241,411 — (591) 240,820 Total $ 339,744 $ — $ (591) $ 339,153 |
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 December 31, 2021 were as follows (in thousands): December 31, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash Equivalents: Money market funds $ 98,333 $ — $ — $ 98,333 Total cash equivalents 98,333 — — 98,333 Short-term investments Commercial paper 78,448 — — $ 78,448 U.S. treasury bonds 26,292 — (152) 26,140 Asset-backed securities 51,586 — (158) 51,428 Corporate debt securities 85,085 — (281) 84,804 Short-term investments 241,411 — (591) 240,820 Total $ 339,744 $ — $ (591) $ 339,153 |
Summary of Contractual Maturities | The following table presents the contractual maturities of the Company’s short-term investments as of December 31, 2021 (in thousands): December 31, 2021 Amortized Cost Estimated Fair Value Due within one year $ 142,868 $ 142,786 Due between one to five years 98,543 98,034 Total $ 241,411 $ 240,820 |
Other Balance Sheet Components
Other Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following (in thousands): December 31, 2021 2020 Restricted cash $ 56 $ 89 Prepaid expenses 6,824 3,009 Other current assets 2,861 531 Security deposits, current 46 173 Total prepaids and other current assets $ 9,787 $ 3,802 |
Schedule of Property and Equipment, Net | Estimated useful lives of fixed assets are as follows: Computer hardware 3-4 years Furniture, fixtures and equipment 5-7 years Leasehold improvements 5-10 years Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Property and equipment Computer equipment and software $ 5,305 $ 4,562 Furniture and fixtures 959 1,034 Leasehold improvements 2,735 2,737 Total property and equipment 8,999 8,333 Less: accumulated depreciation and amortization (6,536) (5,798) Property and equipment, net $ 2,463 $ 2,535 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): December 31, 2021 2020 Accrued bonuses $ 4,945 $ 3,589 Accrued sales commissions 6,965 3,792 Accrued other compensation 10,449 7,883 Accrued professional fees 1,818 1,060 Accrued other 3,198 2,120 Total accrued expenses $ 27,375 $ 18,444 |
Schedule of Other Liabilities, Current | Other liabilities, current consisted of the following (in thousands): December 31, 2021 2020 Preferred stock tranche option $ — $ 7,567 Taxes payable 1,935 542 Deferred rent — 448 Other current liabilities 323 261 Total other liabilities, current $ 2,258 $ 8,818 |
Schedule of Other Liabilities, Non-Current | Other liabilities, non-current consisted of the following (in thousands): December 31, 2021 2020 Interest payable $ 1,612 $ 976 Warrants liability — 2,401 Other non-current liabilities 34 161 Total other liabilities, non-current $ 1,646 $ 3,538 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents total debt outstanding (in thousands, except interest rates): December 31, 2021 2020 Amount Interest Rate Amount Interest Rate $10.0 million March 2019 $ 10,000 8.0% $ 10,000 8.4% $10.0 million September 2019 10,000 8.0% 10,000 9.2% $10.0 million December 2019 10,000 8.0% 10,000 10.0% $10.0 million March 2020 10,000 8.0% 10,000 10.0% Other debt — 120 6.2% Less debt discount (517) (724) Total debt, net of debt discount 39,483 39,396 Less current portion — (58) Total long-term debt outstanding $ 39,483 $ 39,338 |
Schedule of Future Principal Payments | Future principal payments on outstanding borrowings as of December 31, 2021 are as follows (in thousands): Years Ending 2022 $ — 2023 — 2024 — 2025 30,000 2026 10,000 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 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 statements of operations and comprehensive loss (in thousands): Year ended December 31, 2021 Operating lease expense $ 2,375 Variable lease expense 703 Total lease expense $ 3,078 The following table summarizes supplemental information related to leases: Year ended December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (in thousands) $ 2,636 Weighted-average remaining lease term (years) Operating leases 7 Weighted-average discount rate Operating leases 5.3 % |
Summary of Lease Liability Maturities | The following table summarizes the maturities of lease liabilities as of December 31, 2021 (in thousands): 2022 $ 2,447 2023 2,268 2024 2,150 2025 1,928 Thereafter 6,669 Total future minimum lease payments 15,462 Less: imputed interest (2,605) Present value of future minimum lease payments 12,857 Less: Current portion of operating lease liability (1,820) Long-term operating lease liability $ 11,037 |
Summary of Lease Liability Maturities | A s 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 non-cancelable minimum rental payments on its operating leases as of December 31, 2020 were as follows (in thousands): 2022 $ 2,455 2023 1,444 2024 887 2025 762 2026 and years thereafter 1,355 Total minimum future rentals $ 6,903 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Purchase Commitment Maturity | Total noncancelable purchase commitments as of December 31, 2021 were approximately $60.3 million as follows: 2022 $ 12,699 2023 22,571 2024 25,000 $ 60,270 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Loss Before Income Taxes | The components of loss before income taxes are as follows (in thousands): December 31, 2021 2020 2019 Domestic $ (25,163) $ (29,166) $ (19,548) International (21,721) (12,063) (19,345) Total loss before income taxes $ (46,884) $ (41,229) $ (38,893) |
Schedule of Components of Income Tax Provision (Benefit) | The provision for (benefit from) income taxes consisted of the following (in thousands): December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 56 27 26 Foreign 828 538 (2,011) Total 884 565 (1,985) Deferred: Federal — — — State — — — Foreign — — — Total — — — P rovision for (benefit from) income taxes $ 884 $ 565 $ (1,985) |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate (in thousands): December 31, 2021 2020 2019 Pre-tax loss $ (46,884) $ (41,229) $ (38,893) Federal tax at statutory rate (9,846) (8,658) (8,168) Stock-based compensation (3,102) 24 172 Revaluation of preferred warrants and option 2,110 1,542 — Foreign rate difference (5,382) (670) 1,110 Change in valuation allowance 18,389 8,936 5,085 State taxes (1,343) (785) (414) Other 58 176 230 Tax expense (benefit) $ 884 $ 565 $ (1,985) |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred tax assets and liabilities were as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Stock-based compensation $ 2,756 $ 1,380 Accruals and reserves 3,693 2,746 Deferred revenue 228 447 Net operating loss carryforwards – domestic 30,221 20,508 Net operating loss carryforwards – foreign 28,245 20,733 Property and equipment 307 291 Operating lease liabilities 2,529 — Tax basis intangible assets 3,202 2,921 71,181 49,026 Valuation allowance (65,404) (47,015) Deferred tax assets, net of valuation allowance 5,777 2,011 Deferred tax liabilities: Operating lease right-of-use assets (2,489) — Deferred costs (3,074) (1,771) Other (214) (240) (5,777) (2,011) Net deferred tax assets/(liabilities) $ — $ — |
Schedule of Unrecognized Tax Benefits | A reconciliation of beginning and ending amount of unrecognized tax benefit was as follows (in thousands): December 31, 2021 2020 2019 Gross amount of unrecognized tax benefits as of the beginning of the year $ 2,811 $ 2,184 $ 1,794 Additions based on tax positions related to a prior year 853 — 61 Additions based on tax positions related to the current year 2,154 627 329 Reductions based on tax positions related to a prior year (32) — — Gross amount of unrecognized tax benefits as of the end of the year $ 5,786 $ 2,811 $ 2,184 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated statements of operations is presented in thousands below: Years ended December 31, 2021 2020 2019 Cost of revenue $ 617 $ 166 $ 102 Research and development 1,924 1,307 455 Sales and marketing 3,495 1,794 1,050 General and administrative 4,630 2,917 1,885 Total stock-based compensation expense $ 10,666 $ 6,184 $ 3,492 |
Summary of RSU Activity | A summary of the Company’s unvested RSUs and activity for the year ended December 31, 2021 is as follows: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2020 351,111 $ 2.54 Granted 1,716,193 27.49 Vested (336,111) 2.54 Canceled (28,469) 27.49 Outstanding at December 31, 2021 1,702,724 27.49 |
Summary of Plan Activity | A summary of the Company’s stock option activity and related information for the year ended December 31, 2021 is as follows: Number of Awards Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Balances as of December 31, 2020 15,114,560 $ 3.15 6.7 $ 70,413 Options granted 2,443,785 14.30 Options exercised (2,510,947) 1.97 Options cancelled (827,811) 6.11 Balances as of December 31, 2021 14,219,587 5.10 6.4 306,981 As of December 31, 2021 Vested and expected to vest 14,219,587 5.10 6.4 306,981 Vested and exercisable 8,907,499 2.95 5.3 211,435 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Related Warrants and Option (Tables) | 12 Months Ended |
Dec. 31, 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 Value Authorized Issued and Outstanding Series A 6,952,382 6,952,382 $ 7,017 Series B 9,108,214 9,108,214 15,028 Series C 5,785,212 5,589,220 29,836 Series D 9,711,291 9,495,659 87,853 Series E 10,000,000 9,697,144 91,769 Balance at December 31, 2020 41,557,099 40,842,619 $ 231,503 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding potentially dilutive ordinary shares (including Class A common stock and Class B common stock in 2021 and common stock in 2020 and 2019) were excluded from the computation of diluted net loss per share attributable to ordinary stockholders for the periods presented, as their effect would have been antidilutive: Year ended December 31, 2021 2020 2019 (in thousands) Redeemable convertible preferred stock — 40,843 31,145 Stock options 10,601 6,289 5,514 Restricted stock units 155 351 351 Convertible preferred stock warrants and option — 2,347 412 Other awards including contingently issuable shares 55 100 145 Total anti-dilutive shares 10,811 49,930 37,567 |
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 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Net proceeds | $ 20,000 | |||||
Payment of initial public offering costs | $ 6,038 | $ 0 | $ 0 | |||
Conversion of stock, shares issued (in shares) | 42,778,408 | |||||
Common Class B | ||||||
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 | |||||
Underwriters' option | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares sold (in shares) | 1,650,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | Sep. 20, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)partnershares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018shares | Dec. 31, 2016shares |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Allowance for doubtful accounts | $ 34 | $ 159 | $ 14 | ||||
Capitalized commissions | 24,058 | 14,748 | 10,042 | ||||
Amortization of capitalized commissions | 13,964 | 13,423 | 11,089 | ||||
Foreign currency gain (loss) | $ (3,819) | 3,064 | (140) | ||||
Number of partners | partner | 2 | ||||||
Revenue from collaborative arrangement | $ 5,400 | 1,900 | 100 | ||||
Advertising costs | 6,700 | 5,500 | 6,100 | ||||
Stock-based compensation expense | $ 10,666 | $ 6,184 | $ 3,492 | ||||
RSUs granted (in shares) | shares | 1,716,193 | ||||||
Dividend rate | 0.00% | ||||||
Operating lease right-of-use assets | $ 12,626 | ||||||
Operating lease liabilities | $ 12,857 | ||||||
Sales-Based Milestone Warrants | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Warrants expiration term | 10 years | ||||||
Restricted stock units | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Stock-based compensation expense | $ 900 | $ 900 | |||||
Unrecognized compensation expense, period for recognition | 3 years 10 months 24 days | ||||||
Shares issued (in shares) | shares | 111,111 | 240,000 | |||||
RSUs granted (in shares) | shares | 0 | 0 | |||||
Stock options | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Unrecognized compensation expense, period for recognition | 3 years | ||||||
Dividend rate | 0.00% | 0.00% | 0.00% | ||||
Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Royalty expense | $ 900 | $ 600 | $ 300 | ||||
Minimum | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Useful life | 3 years | ||||||
Commission amortization period | 4 years | ||||||
Maximum | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Useful life | 7 years | ||||||
Commission amortization period | 5 years | ||||||
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 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Bad Debt Allowances (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, beginning of period | $ 159 | $ 14 |
Additions | 34 | 147 |
Reversal of bad debt | (133) | 0 |
Write-offs | (26) | (2) |
Balance, end of period | $ 34 | $ 159 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Useful Life (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful life | 3 years |
Minimum | Computer hardware | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful life | 3 years |
Minimum | Furniture, fixtures and equipment | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful life | 5 years |
Minimum | Leasehold improvements | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful life | 5 years |
Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful life | 7 years |
Maximum | Computer hardware | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful life | 4 years |
Maximum | Furniture, fixtures and equipment | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful life | 7 years |
Maximum | Leasehold improvements | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful life | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend rate | 0.00% | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility, minimum | 50.20% | 41.70% | 39.20% |
Volatility, maximum | 51.60% | 50.40% | 40.50% |
Expected term (in years) | 6 years 14 days | 6 years 21 days | 6 years 14 days |
Risk-free interest rate, minimum | 0.52% | 0.32% | 1.42% |
Risk-free interest rate, maximum | 1.08% | 1.49% | 2.48% |
Dividend rate | 0.00% | 0.00% | 0.00% |
Weighted-average grant date fair value (in dollars per share) | $ 8.86 | $ 2.29 | $ 1.88 |
Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility, minimum | 46.97% | ||
Volatility, maximum | 50.78% | ||
Risk-free interest rate, minimum | 0.06% | ||
Risk-free interest rate, maximum | 0.09% | ||
Dividend rate | 0.00% | ||
Minimum | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock fair value (in dollars per share) | $ 4.97 | 4.83 | 4.71 |
Minimum | Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 7 months 28 days | ||
Maximum | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock fair value (in dollars per share) | $ 27.49 | $ 7.86 | $ 3.72 |
Maximum | Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 1 year 2 months 1 day |
Segment and Revenue Disclosur_3
Segment and Revenue Disclosures - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 176,933 | $ 127,634 | $ 104,498 |
Americas | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 94,225 | 67,966 | 49,495 |
EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 60,472 | 43,847 | 44,744 |
APAC | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 22,236 | $ 15,821 | $ 10,259 |
Segment and Revenue Disclosur_4
Segment and Revenue Disclosures - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 176,933 | $ 127,634 | $ 104,498 |
Contract asset transferred to accounts receivable | 11,000 | 6,900 | |
Revenue recognized | 49,700 | 39,500 | |
Remaining performance obligations | 151,600 | ||
Total subscriptions and perpetual licenses | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 171,740 | 123,376 | 99,748 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Total subscriptions and perpetual licenses | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligations | $ 96,000 | ||
Remaining performance obligations, percentage | 63.00% | ||
Remaining performance obligation, period | 12 months | ||
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 85,300 | 61,000 | 45,800 |
United Kingdom | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 17,100 | $ 15,100 | $ 17,600 |
Segment and Revenue Disclosur_5
Segment and Revenue Disclosures - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 176,933 | $ 127,634 | $ 104,498 |
Total subscriptions and perpetual licenses | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 171,740 | 123,376 | 99,748 |
Subscription term licenses | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 84,611 | 64,318 | 51,182 |
Multi-year term licenses | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 47,343 | 29,193 | 24,614 |
1-year term licenses | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 37,268 | 35,125 | 26,568 |
Subscription SaaS, support & maintenance | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 85,434 | 57,833 | 40,682 |
Perpetual licenses | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,695 | 1,225 | 7,884 |
Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 5,193 | $ 4,258 | $ 4,750 |
Segment and Revenue Disclosur_6
Segment and Revenue Disclosures - Contract Assets and Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 20,508 | $ 11,347 |
Deferred revenue | $ 75,394 | $ 55,504 |
Segment and Revenue Disclosur_7
Segment and Revenue Disclosures - Deferred Commissions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Change In Capitalized Contract Cost [Roll Forward] | |||
Beginning balance | $ 14,748 | $ 10,042 | |
Additions to deferred commissions | 23,274 | 18,129 | |
Amortization of deferred commissions | (13,964) | (13,423) | $ (11,089) |
Ending balance | 24,058 | 14,748 | 10,042 |
Deferred commissions, current | 8,457 | 5,923 | |
Deferred commissions, noncurrent | 15,601 | 8,825 | |
Total deferred commissions | $ 24,058 | $ 14,748 | $ 10,042 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total cash equivalents | $ 98,333 | |
Total short-term investments | 240,820 | $ 0 |
Liabilities: | ||
Preferred stock warrants | 0 | 2,401 |
Commercial paper | ||
Assets: | ||
Total short-term investments | 78,448 | |
Asset-backed securities | ||
Assets: | ||
Total short-term investments | 51,428 | |
Corporate debt securities | ||
Assets: | ||
Total short-term investments | 84,804 | |
U.S. treasury bonds | ||
Assets: | ||
Total short-term investments | 26,140 | |
Recurring | ||
Assets: | ||
Total cash equivalents | 98,333 | |
Total short-term investments | 240,820 | |
Total cash equivalents and short-term investments | 339,153 | |
Liabilities: | ||
Preferred stock warrants | 51,428 | 2,401 |
Preferred stock tranche option | 84,804 | 7,567 |
Total liabilities | 9,968 | |
Recurring | Commercial paper | ||
Assets: | ||
Total short-term investments | 78,448 | |
Recurring | Asset-backed securities | ||
Assets: | ||
Total short-term investments | 51,428 | |
Recurring | Corporate debt securities | ||
Assets: | ||
Total short-term investments | 84,804 | |
Recurring | U.S. treasury bonds | ||
Assets: | ||
Total short-term investments | 26,140 | |
Recurring | Level 1 | ||
Assets: | ||
Total cash equivalents | 98,333 | |
Total short-term investments | 0 | |
Total cash equivalents and short-term investments | 98,333 | |
Liabilities: | ||
Preferred stock warrants | 0 | 0 |
Preferred stock tranche option | 0 | 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. treasury bonds | ||
Assets: | ||
Total short-term investments | 0 | |
Recurring | Level 2 | ||
Assets: | ||
Total cash equivalents | 0 | |
Total short-term investments | 240,820 | |
Total cash equivalents and short-term investments | 240,820 | |
Liabilities: | ||
Preferred stock warrants | 51,428 | 0 |
Preferred stock tranche option | 84,804 | 0 |
Total liabilities | 0 | |
Recurring | Level 2 | Commercial paper | ||
Assets: | ||
Total short-term investments | 78,448 | |
Recurring | Level 2 | Asset-backed securities | ||
Assets: | ||
Total short-term investments | 51,428 | |
Recurring | Level 2 | Corporate debt securities | ||
Assets: | ||
Total short-term investments | 84,804 | |
Recurring | Level 2 | U.S. treasury bonds | ||
Assets: | ||
Total short-term investments | 26,140 | |
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 | 0 | 2,401 |
Preferred stock tranche option | 0 | 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. treasury bonds | ||
Assets: | ||
Total short-term investments | 0 | |
Money market funds | ||
Assets: | ||
Total cash equivalents | 98,333 | |
Money market funds | Recurring | ||
Assets: | ||
Total cash equivalents | 98,333 | 79,876 |
Money market funds | Recurring | Level 1 | ||
Assets: | ||
Total cash equivalents | 98,333 | 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 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Preferred stock warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 2,401 | $ 1,057 |
Issuance of warrants for series D preferred stock | 127 | |
Increase in fair value of preferred stock warrants | 5,871 | 1,217 |
Balance at issuance of common stock upon exercise of warrants | (8,272) | |
Ending balance | 0 | 2,401 |
Preferred stock tranche option | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 7,567 | 0 |
Issuance of warrants for series D preferred stock | 1,500 | |
Increase in fair value of preferred stock warrants | 4,157 | 6,067 |
Balance at reclassification to redeemable convertible preferred stock | (11,724) | |
Ending balance | $ 0 | $ 7,567 |
Cash Equivalents and Short-Te_3
Cash Equivalents and Short-Term Investments - Schedule of Cash Equivalents and Short-Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash Equivalents: | ||
Amortized Cost | $ 98,333 | |
Estimated Fair Value | 98,333 | |
Short-term investments | ||
Amortized Cost | 241,411 | |
Unrealized Gain | 0 | |
Unrealized Loss | (591) | |
Estimated Fair Value | 240,820 | $ 0 |
Amortized Cost | 339,744 | |
Estimated Fair Value | 339,153 | |
Commercial paper | ||
Short-term investments | ||
Amortized Cost | 78,448 | |
Unrealized Gain | 0 | |
Unrealized Loss | 0 | |
Estimated Fair Value | 78,448 | |
U.S. treasury bonds | ||
Short-term investments | ||
Amortized Cost | 26,292 | |
Unrealized Gain | 0 | |
Unrealized Loss | (152) | |
Estimated Fair Value | 26,140 | |
Asset-backed securities | ||
Short-term investments | ||
Amortized Cost | 51,586 | |
Unrealized Gain | 0 | |
Unrealized Loss | (158) | |
Estimated Fair Value | 51,428 | |
Corporate debt securities | ||
Short-term investments | ||
Amortized Cost | 85,085 | |
Unrealized Gain | 0 | |
Unrealized Loss | (281) | |
Estimated Fair Value | 84,804 | |
Money market funds | ||
Cash Equivalents: | ||
Amortized Cost | 98,333 | |
Estimated Fair Value | $ 98,333 |
Cash Equivalents and Short-Te_4
Cash Equivalents and Short-Term Investments - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | $ 128,381 | $ 99,953 | $ 28,698 |
Short-term investments | 240,820 | 0 | |
Unrealized loss positions | $ 163,000 | ||
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) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Amortized Cost | ||
Due within one year | $ 142,868 | |
Due between one to five years | 98,543 | |
Total | 241,411 | |
Estimated Fair Value | ||
Due within one year | 142,786 | |
Due between one to five years | 98,034 | |
Total | $ 240,820 | $ 0 |
Other Balance Sheet Component_2
Other Balance Sheet Components - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restricted cash | $ 56 | $ 89 |
Prepaid expenses | 6,824 | 3,009 |
Other current assets | 2,861 | 531 |
Security deposits, current | 46 | 173 |
Total prepaids and other current assets | $ 9,787 | $ 3,802 |
Other Balance Sheet Component_3
Other Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restricted cash | $ 56 | $ 89 |
Other Balance Sheet Component_4
Other Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 8,999 | $ 8,333 | |
Less: accumulated depreciation and amortization | (6,536) | (5,798) | |
Property and equipment, net | 2,463 | 2,535 | |
Depreciation | 1,061 | 1,155 | $ 1,168 |
Computer Equipment And Software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 5,305 | 4,562 | |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 959 | 1,034 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 2,735 | $ 2,737 |
Other Balance Sheet Component_5
Other Balance Sheet Components - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued bonuses | $ 4,945 | $ 3,589 |
Accrued sales commissions | 6,965 | 3,792 |
Accrued other compensation | 10,449 | 7,883 |
Accrued professional fees | 1,818 | 1,060 |
Accrued other | 3,198 | 2,120 |
Total accrued expenses | $ 27,375 | $ 18,444 |
Other Balance Sheet Component_6
Other Balance Sheet Components - Other Current Liabilities, Current (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Preferred stock tranche option | $ 0 | $ 7,567 |
Taxes payable | 1,935 | 542 |
Deferred rent | 0 | 448 |
Other current liabilities | 323 | 261 |
Total current liabilities | $ 2,258 | $ 8,818 |
Other Balance Sheet Component_7
Other Balance Sheet Components - Other Liabilities, Noncurrent (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Interest payable | $ 1,612 | $ 976 |
Warrants liability | 0 | 2,401 |
Other non-current liabilities | 34 | 161 |
Total other liabilities, non-current | $ 1,646 | $ 3,538 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less debt discount | $ (517) | $ (724) |
Total debt, net of debt discount | 39,483 | 39,396 |
Less current portion | 0 | (58) |
Total long-term debt outstanding | 39,483 | 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 | 6.20% |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||
Sep. 30, 2021USD ($) | Apr. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020 | Dec. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Nov. 30, 2017 | Aug. 31, 2016USD ($) | Mar. 31, 2016USD ($)tranche$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2021USD ($) | Sep. 24, 2021shares | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||
Number of shares called by warrants (in shares) | shares | 344,085 | |||||||||||||
Preferred stock warrants | $ 0 | $ 2,401,000 | ||||||||||||
Accrued interest | $ 1,600,000 | $ 1,000,000 | ||||||||||||
Effective interest rate | 10.75% | 11.44% | ||||||||||||
A&R Loan Agreement Warrant | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Preferred stock warrants | $ 100,000 | |||||||||||||
2016 Agreement | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Principal amount | $ 50,000,000 | $ 20,000,000 | ||||||||||||
Debt term | 42 months | 42 months | 42 months | 42 months | ||||||||||
Number of tranches | tranche | 3 | |||||||||||||
Cash advance | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | $ 5,000,000 | $ 10,000,000 | $ 30,000,000 | ||||||||
Periodic payment, as a percentage | 8.00% | 8.00% | 8.00% | |||||||||||
Direct fees | $ 300,000 | |||||||||||||
2016 Agreement | Series C Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 5.36 | |||||||||||||
Preferred stock warrants | $ 200,000 | |||||||||||||
2016 Agreement | Series D Warrant | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 9.275 | $ 9.275 | $ 9.275 | |||||||||||
Preferred stock warrants | $ 400,000 | $ 400,000 | $ 400,000 | |||||||||||
2016 Agreement | Series C | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of shares called by warrants (in shares) | shares | 195,992 | |||||||||||||
2016 Agreement | Series D | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of shares called by warrants (in shares) | shares | 161,724 | 161,724 | 161,724 | |||||||||||
2016 Agreement | Prime Rate | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on interest rate | 4.50% | 3.70% | 2.90% | 3.75% | ||||||||||
Interest rate (minimum) | 5.50% | 5.50% | 5.50% | 5.50% | 3.25% | 5.50% | 5.50% | |||||||
2016 Agreement | Prime Rate | Secured Debt | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate (minimum) | 5.50% | 5.50% | 5.50% | 5.50% | 5.50% | |||||||||
A&R Loan Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate (minimum) | 8.00% | |||||||||||||
Extension term | 24 months | |||||||||||||
Covenant, cash balance | $ 20,000,000 | |||||||||||||
A&R Loan Agreement | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Cash advance | $ 10,000,000 | |||||||||||||
Extension term | 12 months | |||||||||||||
A&R Loan Agreement | A&R Loan Agreement Warrant | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 9.275 | |||||||||||||
A&R Loan Agreement | Series D | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of shares called by warrants (in shares) | shares | 53,908 |
Debt - Maturities (Details)
Debt - Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 0 |
2023 | 0 |
2024 | 0 |
2025 | 30,000 |
2026 | $ 10,000 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 2,375 |
Variable lease expense | 703 |
Total lease expense | $ 3,078 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases (in thousands) | $ 2,636 |
Weighted-average remaining lease term (years) | |
Operating leases | 7 years |
Weighted-average discount rate | |
Operating leases | 5.30% |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 | $ 2,447 | |
2023 | 2,268 | |
2024 | 2,150 | |
2025 | 1,928 | |
Thereafter | 6,669 | |
Total minimum future rentals | 15,462 | |
Less: imputed interest | (2,605) | |
Present value of future minimum lease payments | 12,857 | |
Less: Current portion of operating lease liability | (1,820) | |
Long-term operating lease liability | $ 11,037 | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2022 | $ 2,455 | |
2023 | 1,444 | |
2024 | 887 | |
2025 | 762 | |
2026 and years thereafter | 1,355 | |
Total minimum future rentals | $ 6,903 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2014 |
Leases [Abstract] | |
Lease term | 7 years |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Commitments [Line Items] | |||
Letters of credit outstanding | $ 600 | $ 600 | |
Noncancelable purchase commitments | $ 60,270 | ||
Maximum annual contributions per employee, percent | 100.00% | ||
Pension contributions | $ 3,400 | $ 2,000 | $ 1,800 |
Minimum | |||
Other Commitments [Line Items] | |||
Employer matching contribution, percent of employees' gross pay | 1.00% | ||
Maximum | |||
Other Commitments [Line Items] | |||
Employer matching contribution, percent of employees' gross pay | 12.00% |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Commitment Maturity (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 12,699 |
2023 | 22,571 |
2024 | 25,000 |
Noncancelable purchase commitments | $ 60,270 |
Income Taxes - Income before In
Income Taxes - Income before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (25,163) | $ (29,166) | $ (19,548) |
International | (21,721) | (12,063) | (19,345) |
Loss before income taxes | $ (46,884) | $ (41,229) | $ (38,893) |
Income Taxes - Components (Deta
Income Taxes - Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 56 | 27 | 26 |
Foreign | 828 | 538 | (2,011) |
Total | 884 | 565 | (1,985) |
Deferred: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total | 0 | 0 | 0 |
Provision for (benefit from) income taxes | $ 884 | $ 565 | $ (1,985) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowance increase | $ 18,400 | $ 8,900 | ||
Uncertain tax positions | 5,786 | 2,811 | $ 2,184 | $ 1,794 |
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 123,600 | |||
Federal | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
R&D credits | 4,200 | |||
Uncertain tax positions | 4,200 | 1,800 | ||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 85,400 | |||
State | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
R&D credits | 1,500 | |||
Uncertain tax positions | 1,500 | 900 | ||
Foreign | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 121,100 | |||
Uncertain tax positions | $ 100 | $ 100 |
Income Taxes - Tax Rate Reconci
Income Taxes - Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Pre-tax loss | $ (46,884) | $ (41,229) | $ (38,893) |
Federal tax at statutory rate | (9,846) | (8,658) | (8,168) |
Stock-based compensation | (3,102) | 24 | 172 |
Revaluation of preferred warrants and option | 2,110 | 1,542 | 0 |
Foreign rate difference | (5,382) | (670) | 1,110 |
Change in valuation allowance | 18,389 | 8,936 | 5,085 |
State taxes | (1,343) | (785) | (414) |
Other | 58 | 176 | 230 |
Provision for (benefit from) income taxes | $ 884 | $ 565 | $ (1,985) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Stock-based compensation | $ 2,756 | $ 1,380 |
Accruals and reserves | 3,693 | 2,746 |
Deferred revenue | 228 | 447 |
Net operating loss carryforwards – domestic | 30,221 | 20,508 |
Net operating loss carryforwards – foreign | 28,245 | 20,733 |
Property and equipment | 307 | 291 |
Operating lease liabilities | 2,529 | 0 |
Tax basis intangible assets | 3,202 | 2,921 |
Deferred tax assets gross | 71,181 | 49,026 |
Valuation allowance | (65,404) | (47,015) |
Deferred tax assets, net of valuation allowance | 5,777 | 2,011 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | (2,489) | 0 |
Deferred costs | (3,074) | (1,771) |
Other | (214) | (240) |
Deferred tax liabilities | (5,777) | (2,011) |
Net deferred tax assets/(liabilities) | $ 0 | $ 0 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Gross amount of unrecognized tax benefits as of the beginning of the year | $ 2,811 | $ 2,184 | $ 1,794 |
Additions based on tax positions related to a prior year | 853 | 0 | 61 |
Additions based on tax positions related to the current year | 2,154 | 627 | 329 |
Reductions based on tax positions related to a prior year | (32) | 0 | 0 |
Gross amount of unrecognized tax benefits as of the end of the year | $ 5,786 | $ 2,811 | $ 2,184 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 10,666 | $ 6,184 | $ 3,492 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 617 | 166 | 102 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 1,924 | 1,307 | 455 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 3,495 | 1,794 | 1,050 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 4,630 | $ 2,917 | $ 1,885 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) $ in Thousands | Sep. 20, 2021USD ($) | Sep. 30, 2021USD ($)shares | Dec. 31, 2021USD ($)trancheshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018shares | Dec. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ | $ 10,666 | $ 6,184 | $ 3,492 | ||||
Options granted (in shares) | 2,443,785 | ||||||
RSUs granted (in shares) | 1,716,193 | ||||||
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% | ||||||
2021 Equity Incentive Plan | Common Class A | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for issuance (in shares) | 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 | $ 900 | |||||
Weighted-average grant-date fair value of RSUs granted | $ | $ 47,200 | ||||||
RSUs granted (in shares) | 0 | 0 | |||||
Unrecognized compensation expense | $ | $ 45,400 | ||||||
Unrecognized compensation expense, period for recognition | 3 years 10 months 24 days | ||||||
Restricted stock units | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Restricted stock units | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense | $ | $ 24,400 | ||||||
Unrecognized compensation expense, period for recognition | 3 years | ||||||
Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options granted (in shares) | 0 | ||||||
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 | ||||||
Annual increase (in shares) | 1,617,000 | ||||||
Percentage of outstanding common stock | 1.00% | ||||||
Offering period | 12 months | ||||||
Number of purchase periods | tranche | 2 | ||||||
Purchase period | 6 months | ||||||
Purchase price of common stock, percentage of fair market value | 85.00% |
Stock-based Compensation - RSU
Stock-based Compensation - RSU Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Shares | |
Beginning balance (in shares) | shares | 351,111 |
Granted (in shares) | shares | 1,716,193 |
Vested (in shares) | shares | (336,111) |
Canceled (in shares) | shares | (28,469) |
Ending balance (in shares) | shares | 1,702,724 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 2.54 |
Granted (in dollars per share) | $ / shares | 27.49 |
Vested (in dollars per share) | $ / shares | 2.54 |
Canceled (in dollars per share) | $ / shares | 27.49 |
Ending balance (in dollars per share) | $ / shares | $ 27.49 |
Stock-based Compensation - Plan
Stock-based Compensation - Plan Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Awards Outstanding | |||
Beginning balance (in shares) | 15,114,560 | ||
Options granted (in shares) | 2,443,785 | ||
Options exercised (in shares) | (1,935,789) | (2,510,947) | |
Options cancelled (in shares) | (827,811) | ||
Ending balance (in shares) | 14,219,587 | 15,114,560 | |
Vested and expected to vest (in shares) | 14,219,587 | ||
Vested and exercisable (in shares) | 8,907,499 | ||
Weighted- Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 3.15 | ||
Options granted (in dollars per share) | 14.30 | ||
Options exercised (in dollars per share) | 1.97 | ||
Options cancelled (in dollars per share) | 6.11 | ||
Ending balance (in dollars per share) | 5.10 | $ 3.15 | |
Vested and expected to vest (in dollars per share) | 5.10 | ||
Vested and exercisable (in dollars per share) | $ 2.95 | ||
Weighted Average Remaining Contractual Term (Years) | 6 years 4 months 24 days | 6 years 8 months 12 days | |
Vested and expected to vest, weighted average remaining contractual term | 6 years 4 months 24 days | ||
Vested and exercisable, weighted average remaining contractual term | 5 years 3 months 18 days | ||
Options outstanding, aggregate intrinsic value | $ 306,981 | $ 70,413 | |
Vested and expected to vest, aggregate intrinsic value | 306,981 | ||
Vested and exercisable, aggregate intrinsic value | $ 211,435 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock and Related Warrants and Option - Narrative (Details) - $ / shares | Sep. 24, 2021 | Sep. 19, 2021 | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary Equity Disclosure [Abstract] | |||||
Conversion of redeemable convertible preferred stock into Class B common stock in connection with initial public offering (in shares) | 42,778,408 | 42,778,408 | |||
Exercise of common stock options (in shares) | 1,935,789 | 2,510,947 | |||
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 0 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
Number of warrants exercised (in shares) | 411,624 | ||||
Number of shares called by warrants (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 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 40,842,619 | 31,145,475 | 31,145,475 |
Carrying Value | $ 0 | $ 231,503 | $ 139,734 | $ 139,734 |
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 | |||
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 | |||
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 | |||
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 | |||
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 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details) | Dec. 31, 2021vote$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | shares | 0 | 83,500,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Combined voting power threshold, percentage (less than) | 5.00% | |
Class B voting power percentage, threshold | 66.6667% | |
Common Class A | ||
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 |
Common Class B | ||
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 - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares (in shares) | 10,811 | 49,930 | 37,567 |
Redeemable convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares (in shares) | 0 | 40,843 | 31,145 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares (in shares) | 10,601 | 6,289 | 5,514 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares (in shares) | 155 | 351 | 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 | 412 |
Other awards including contingently issuable shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares (in shares) | 55 | 100 | 145 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Aggregate purchase price | $ 20 | ||
ForgeRock, Inc. | KKR & Co. Inc | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 5.40% | ||
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 | $ 4.6 | ||
Accounts receivable, related party | $ 1.5 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Feb. 20, 2022 | Sep. 20, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||||
RSUs granted (in shares) | 1,716,193 | |||||
Stock-based compensation expense | $ 10,666 | $ 6,184 | $ 3,492 | |||
Restricted stock units | ||||||
Subsequent Event [Line Items] | ||||||
RSUs granted (in shares) | 0 | 0 | ||||
Stock-based compensation expense | $ 900 | $ 900 | ||||
Unrecognized compensation expense, period for recognition | 3 years 10 months 24 days | |||||
February 2022 Grant | Restricted stock units | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
RSUs granted (in shares) | 1,700,000 |