Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Feb. 21, 2022 | |
Cover [Abstract] | ||
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 | 001-40624 | |
Entity Registrant Name | CS Disco, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-4254444 | |
Entity Address, Address Line One | 3700 N. Capital of Texas Hwy. | |
Entity Address, Address Line Two | Suite 150 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78746 | |
City Area Code | 833 | |
Local Phone Number | 653-4726 | |
Title of 12(b) Security | Common Stock, par value $0.005 | |
Trading Symbol | LAW | |
Security Exchange Name | NYSE | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 58,226,209 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Entity Central Index Key | 0001625641 | |
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the 2022 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. 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 Public Float | $ 722.8 | |
ICFR Auditor Attestation Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young, LLP |
Auditor Location | Austin, Texas |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 255,477 | $ 58,569 |
Accounts receivable, net | 20,740 | 12,912 |
Other current assets | 4,634 | 1,364 |
Total current assets | 280,851 | 72,845 |
Property and equipment, net | 5,335 | 3,873 |
Operating lease right-of-use assets | 864 | 1,850 |
Other assets | 351 | 539 |
Total assets | 287,401 | 79,107 |
Current liabilities: | ||
Accounts payable | 4,686 | 3,588 |
Accrued expenses | 2,844 | 641 |
Accrued salary and benefits | 7,955 | 5,240 |
Deferred revenue | 2,175 | 1,642 |
Operating leases | 890 | 1,018 |
Finance lease | 99 | 112 |
Total current liabilities | 18,649 | 12,241 |
Operating lease, non-current | 0 | 890 |
Finance lease, non-current | 0 | 99 |
Other liabilities, non-current | 75 | 0 |
Total liabilities | 18,724 | 13,230 |
Commitments and contingencies (Note 8) | ||
Redeemable convertible preferred stock $0.005 par value, issuable in Series A-F no shares and 178,967 shares authorized as of December 31, 2021 and 2020, respectively; no shares and 35,793 shares issued and outstanding as of December 31, 2021 and 2020, respectively; no aggregate liquidation preference as of December 31, 2021 and $161,134 aggregate liquidation preference as of December 31, 2020 | 0 | 160,800 |
Stockholders’ equity (deficit) | ||
Preferred stock $0.005 par value, 100,000 and no shares authorized, as of December 31, 2021 and 2020, respectively; no shares issued and outstanding as of December 31, 2021 and 2020 | 0 | 0 |
Common stock $0.005 par value, 277,406 shares authorized as of September 30, 2021 and December 31, 2020; 57,557 and 13,533 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 291 | 68 |
Additional paid-in capital | 395,850 | 8,129 |
Accumulated deficit | (127,464) | (103,120) |
Total stockholders’ equity (deficit) | 268,677 | (94,923) |
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) | $ 287,401 | $ 79,107 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Redeemable convertible preferred stock, par value (in usd per share) | $ 0.005 | $ 0.005 |
Redeemable convertible preferred stock, authorized (in shares) | 0 | 178,967,000 |
Redeemable convertible preferred stock, issued (in shares) | 0 | 35,793,000 |
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 35,793,000 |
Redeemable convertible preferred stock, liquidation preference value | $ 0 | $ 161,134,000 |
Preferred stock, par value (in usd per share) | $ 0.005 | $ 0.005 |
Preferred stock, authorized (in shares) | 100,000,000 | 0 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.005 | $ 0.005 |
Common stock, authorized (in shares) | 1,000,000,000 | 277,406,000 |
Common stock, issued (in shares) | 58,010,000 | 13,533,000 |
Common stock, outstanding (in shares) | 58,010,000 | 13,533,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 114,342 | $ 68,444 |
Cost of revenue | 31,098 | 20,449 |
Gross profit | 83,244 | 47,995 |
Operating expenses: | ||
Research and development | 34,414 | 26,599 |
Sales and marketing | 47,045 | 31,061 |
General and administrative | 25,614 | 13,893 |
Refund of sales and use taxes | 0 | (1,057) |
Total operating expenses | 107,073 | 70,496 |
Loss from operations | (23,829) | (22,501) |
Other income (expense) | ||
Interest and other income | 106 | 155 |
Interest and other expense | (540) | (456) |
Loss from operations before income taxes | (24,263) | (22,802) |
Income tax provision | (81) | (71) |
Net loss | (24,344) | (22,873) |
Less accretion of redeemable convertible preferred stock | (56) | (92) |
Net loss attributable to common stockholders, diluted | (24,400) | (22,965) |
Net loss attributable to common stockholders, basic | $ (24,400) | $ (22,965) |
Net loss attributable to common shareholders, basic (in USD per share) | $ (0.73) | $ (1.74) |
Net loss attributable to common shareholders, diluted (in USD per share) | $ (0.73) | $ (1.74) |
Weighted-average shares used in computing net loss per share attributable to common shareholders, basic (in shares) | 33,208,000 | 13,171,000 |
Weighted-average shares used in computing net loss per share attributable to common shareholders, diluted (in shares) | 33,208,000 | 13,171,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Deficit - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated deficit |
Redeemable convertible preferred stock at beginning of period (in shares) at Dec. 31, 2019 | 31,755,000 | |||
Redeemable convertible preferred stock balance at beginning of period at Dec. 31, 2019 | $ 100,774 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Issuance of Series F redeemable convertible preferred stock, net of issuance costs (in shares) | 4,038,000 | |||
Issuance of Series F redeemable convertible preferred stock, net of issuance costs | $ 59,934 | |||
Accretion of preferred stock to redemption value | $ 92 | |||
Redeemable convertible preferred stock at end of period (in shares) at Dec. 31, 2020 | 35,793,000 | |||
Redeemable convertible preferred stock balance at end of period at Dec. 31, 2020 | $ 160,800 | |||
Common stock at beginning of period (in shares) at Dec. 31, 2019 | 13,332,000 | |||
Stockholder's equity at beginning of period at Dec. 31, 2019 | (74,353) | $ 67 | $ 5,827 | $ (80,247) |
Stockholders' Equity | ||||
Issuance of warrant | 84 | 84 | ||
Accretion to redemption value | $ (92) | (92) | ||
Exercise of stock options (in shares) | 215,000 | 215,000 | ||
Exercise of stock options | $ 447 | $ 1 | 446 | |
Repurchase of common stock related to net share settlement (in shares) | (14,000) | |||
Repurchase of common stock related to net share settlement | (138) | (138) | ||
Stock compensation expense | 2,002 | 2,002 | ||
Net loss | $ (22,873) | (22,873) | ||
Common stock at end of period (in shares) at Dec. 31, 2020 | 13,533,000 | 13,533,000 | ||
Stockholder's equity at end of period at Dec. 31, 2020 | $ (94,923) | $ 68 | 8,129 | (103,120) |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Accretion of preferred stock to redemption value | $ 56 | |||
Conversion of convertible preferred stock (in shares) | (35,793,000) | |||
Conversion of redeemable convertible preferred stock | $ (160,856) | |||
Redeemable convertible preferred stock at end of period (in shares) at Dec. 31, 2021 | 0 | |||
Redeemable convertible preferred stock balance at end of period at Dec. 31, 2021 | $ 0 | |||
Stockholders' Equity | ||||
Accretion to redemption value | (56) | (56) | ||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other offering costs (in shares) | 7,500,000 | |||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other offering costs | 219,527 | $ 37 | 219,490 | |
Conversion of redeemable convertible preferred stock (in shares) | 35,793,000 | |||
Conversion of redeemable convertible preferred stock | $ 160,856 | $ 179 | 160,677 | |
Exercise of stock options (in shares) | 1,033,000 | 933,000 | ||
Exercise of stock options | $ 2,287 | $ 6 | 2,281 | |
Exercise of warrants (in shares) | 50,000 | |||
Exercise of warrants | 146 | 146 | ||
Issuance of RSAs (in shares) | 201,000 | |||
Issuance of RSAs | 0 | $ 1 | (1) | |
Repurchase of common stock related to net share settlement (in shares) | (15,000) | |||
Repurchase of common stock related to net share settlement | (476) | (476) | ||
Vesting of restricted stock units (in shares) | 15,000 | |||
Stock compensation expense | 5,660 | 5,660 | ||
Net loss | $ (24,344) | (24,344) | ||
Common stock at end of period (in shares) at Dec. 31, 2021 | 58,010,000 | 58,010,000 | ||
Stockholder's equity at end of period at Dec. 31, 2021 | $ 268,677 | $ 291 | $ 395,850 | $ (127,464) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flow from operating activities: | ||
Net loss | $ (24,344) | $ (22,873) |
Adjustments to reconcile net loss to cash used in operations: | ||
Depreciation and amortization | 1,674 | 1,624 |
Stock-based compensation | 5,603 | 1,993 |
Charge to allowance for credit losses | 833 | 451 |
Loss (Gain) on disposal of long-lived assets | (1) | 6 |
Non-cash operating lease costs | 986 | 1,337 |
Non-cash interest | 240 | 70 |
Changes in operating assets and liabilities: | ||
Changes in operating assets and liabilities: | (8,662) | (6,001) |
Other current assets | (3,168) | (24) |
Other long-term assets | (24) | 31 |
Accounts payable | 1,091 | (397) |
Accrued expenses and other | 4,615 | 2,263 |
Deferred revenue | 533 | 224 |
Operating lease liabilities | (1,018) | (1,416) |
Net cash used in operating activities | (21,642) | (22,712) |
Cash flow from investing activities: | ||
Purchases of property, equipment and capitalized internal-use software development costs | (3,107) | (1,904) |
Net cash used in investing activities | (3,107) | (1,904) |
Cash flow from financing activities: | ||
Debt issuance costs | 0 | (176) |
Proceeds from debt | 0 | 23,302 |
Repayment of debt | 0 | (23,302) |
Proceeds from public offering, net of underwriting discounts and commissions and other offering costs | 219,811 | 0 |
Proceeds from exercise of stock options | 2,288 | 447 |
Proceeds from exercise of warrants | 146 | 0 |
Net proceeds from the issuance of redeemable convertible preferred stock | 0 | 59,934 |
Repurchase of common stock related to net share settlement | (476) | (138) |
Principal payments on finance lease obligations | (112) | (106) |
Net cash provided by financing activities | 221,657 | 59,961 |
Net increase in cash: | 196,908 | 35,345 |
Cash and cash equivalents at beginning of period | 58,569 | 23,224 |
Cash and cash equivalents at end of period | 255,477 | 58,569 |
Supplemental disclosure: | ||
Cash paid for interest | 105 | 365 |
Cash paid for taxes | 97 | 87 |
Non-cash investing and financing activities: | ||
Accretion of preferred stock to redemption value | 56 | 92 |
Conversion of preferred stock to common stock upon initial public offering | 160,856 | 0 |
Costs related to initial public offering included in accounts payable and accrued liabilities | $ 284 | $ 0 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations CS Disco, Inc. (the “Company” or “DISCO”), and its wholly owned subsidiary CS Disco Ltd., has built a cloud-native, AI-powered software platform that enterprises, law firms, legal services providers, and governments use for ediscovery, legal document review, and case management in a wide variety of legal matters, ranging from litigation to investigations to compliance to diligence. The Company incorporated as a Delaware corporation on December 2, 2013, and registered CS Disco Ltd. in the United Kingdom on October 24, 2018. The Company’s headquarters are located in Austin, Texas. Public Offerings On July 23, 2021, the Company completed the initial public offering (“IPO”) of its common stock pursuant to a Registration Statement on Form S-1. In the IPO, the Company sold an aggregate of 7,500,000 shares of common stock, including 500,000 shares issued pursuant to the underwriters’ option to purchase additional shares at a public offering price of $32.00 per share. The IPO resulted in net proceeds of approximately $223.2 million, after deducting underwriting discounts and commissions of $16.8 million. An existing stockholder sold an additional 200,000 shares of common stock pursuant the underwriters’ option to purchase additional shares of common stock at $32.00 per share. The Company did not receive any proceeds from the sale of shares by the selling stockholder in the IPO. Offering expenses incurred by the Company for the IPO were approximately $3.7 million and were recorded against stockholders’ equity. Upon the completion of the IPO, all outstanding shares of the Company’s redeemable convertible preferred stock were converted into 35,793,483 shares of common stock. On September 17, 2021, the Company completed a secondary public offering of its common stock pursuant to a Registration Statement on Form S-1. In the secondary offering, selling stockholders sold an aggregate of 6,050,000 shares of common stock, including 550,000 shares sold pursuant to the underwriters’ option to purchase additional shares at an offering price of $53.00 per share. The Company did not receive any proceeds from the sale of shares through the secondary offering. Offering expenses incurred by the Company that were not subject to reimbursement were approximately $0.1 million and were recorded as general and administrative expense. The total number of outstanding shares of common stock remained unchanged as a result of the secondary offering. |
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 Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. The Company has elected to use the extended transition period under the JOBS Act until the earlier of the date it (1) is no longer an emerging growth company or (2) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U. S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company. All significant intercompany balances and transactions have been eliminated. There are no differences between the net loss and comprehensive loss. Risks and Uncertainties The ongoing global COVID-19 pandemic has impacted many operational aspects of the Company’s business and may continue to do so in the future. The Company assessed the impact that COVID-19 had on its results of operations, including, but not limited to an assessment of its allowance for credit losses, the carrying value of other long-lived assets, and the impact to revenue recognition and cost of revenues. In March 2020, the Company executed a reduction in workforce in response to the COVID-19 pandemic. This reduction in force resulted in a total impact of $0.7 million of charges related to severance. While the COVID-19 pandemic has not had a material adverse impact on the Company’s financial operations to date, the future impacts of the pandemic and any resulting economic impact are largely unknown and rapidly evolving. The Company will continue to actively monitor the impact that COVID-19 has on the results of the Company’s business operations, and may make decisions required by federal, state or local authorities, or that are determined to be in the best interests of the Company’s employees, customers, partners, and suppliers. As a result, the Company’s estimates and judgments may change materially as new events occur or additional information becomes available to them. Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires the Company to make certain estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses during the reporting period. There is complexity and judgment required in the Company’s process in determining the nature and timing of the satisfaction of performance obligations which affect the amounts of revenue, unbilled receivables and deferred revenue. Estimates are also used for, but not limited to, current expected credit losses, capitalization and useful life of the Company’s capitalized internal-use software development costs, useful lives of assets, income taxes and deferred tax asset valuation and valuation of the Company’s stock and stock options. Numerous internal and external factors can affect estimates. Actual results could differ from those estimates and such differences could be material to the Company’s consolidated financial position and results of operations. Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. All series of the Company’s redeemable convertible preferred stock are considered to be participating securities because all holders are entitled to receive a non-cumulative dividend on a pari passu basis in the event that a dividend is paid on the common stock. The holders of the redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. As such, the Company’s net losses were not allocated to these participating securities Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, restricted stock awards, stock warrants and redeemable convertible preferred stock. As the Company has reported losses for all periods presented, all potentially dilutive securities are anti-dilutive, and accordingly, basic net loss per share equaled diluted net loss per share. Cash and Cash Equivalents The Company considers all highly liquid investments acquired with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents, which include the Company’s money market account, are measured at fair value on a recurring basis. Accounts Receivable Accounts receivable are recorded and carried at the original invoiced amount less an allowance for credit losses. The Company determines its trade accounts receivable allowances in line with (Topic 326): Measurement of Credit Losses on Financial Instruments (“Topic 326”), based upon the assessment of various factors, such as: historical experience, credit quality of its customers, geographic related risks, economic conditions, and other factors that may affect a customer’s ability to pay. Increases and decreases in the allowance for credit losses are included as a component of general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company does not have any off-balance sheet credit exposure related to its customers. Due to the short-term nature of our receivables, the estimate of the amount of accounts receivable that may not be collected is based on historical experience and the financial condition of customers. The Company has provisioned $1.0 million for expected losses for the year ended December 31, 2021, and $0.5 million has been written off and charged against the allowance for the year ended December 31, 2021. Recoveries made by the Company were $0.2 million for the year ended December 31, 2021. The allowance for credit losses related to accounts receivable was $1.2 million and $0.9 million as of December 31, 2021 and December 31, 2020, respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and trade accounts receivable. The Company maintains its cash and cash equivalent balances in highly rated financial institutions, which at times may exceed federally insured limits or be held in foreign jurisdictions. The Company has not experienced any loss relating to cash and cash equivalents in these accounts. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. To reduce risk, the Company routinely assesses the financial strength of its customers. No customer represented more than 10% of total revenue in the years ended December 31, 2021 and 2020. Fair Value of Financial Instruments The Company groups its assets and liabilities measured at fair value in a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets, with valuations obtained from readily available pricing sources for market transactions involving identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, 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, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. The level of the fair value hierarchy in which the fair value measurement falls is determined by the lowest level input that is significant to the fair value measurement. The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and debt. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses are considered to approximate their respective fair values due to the short-term nature of such financial instruments. Cash equivalents, primarily consisting of investments in money market funds, are measured at fair value on a recurring basis, and are categorized as Level 1 based on quoted prices in active markets. The carrying value approximates the fair value for these assets and liabilities at December 31, 2021 and 2020. The Company had no Level 2 or Level 3 assets or liabilities at December 31, 2021 and 2020. The Company recognizes transfers between levels at the end of the reporting period as if the transfers occurred on the last day of the reporting period. There were no transfers during the years ended December 31, 2021 and 2020. Property and Equipment, Net Property and equipment are recorded at cost, less accumulated depreciation. Maintenance, repairs and minor replacements are charged to expense as incurred. Significant renewals and betterments are capitalized. Depreciation on property and equipment, with the exception of leasehold improvements, is recorded using the straight-line method over the estimated useful lives of the assets. Depreciation on leasehold improvements is recorded using the shorter of the lease term or useful life. The estimated useful life of each asset category is as follows: Furniture and fixtures 5 years Leasehold improvements Shorter of lease term or 5 years Computer equipment 2 years The Company periodically reviews the estimated useful lives of property and equipment and any changes to the estimated useful lives are recorded prospectively from the date of the change. When property is retired or disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in the consolidated statements of operations and comprehensive loss in the period of disposal. Capitalized Internal-Use Software Development Costs Costs related to software acquired, developed, or modified solely to meet our internal requirements, with no plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during post implementation operational stage are expensed as incurred. The Company capitalizes qualifying internal-use software development costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed and (ii) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all significant testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Costs incurred for maintenance, minor upgrades and enhancements are expensed. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. Capitalized costs are included in property and equipment on the consolidated balance sheets. These costs are amortized over the estimated useful life of the software, generally four years, on a straight-line basis. Management evaluates the useful life of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The amortization of costs related to the platform applications is included in cost of revenue. Debt Issuance Costs The Company records underwriting, legal, and other direct costs incurred related to the issuance of revolving line of credit within other current assets and amortizes these costs to interest expense over the term of the related debt on a straight-line basis, which approximates the effective interest rate method. Amortization of deferred financing costs was nominal for the year ended December 31, 2020. In November 2021, the Company extinguished the debt and $0.2 million of unamortized capitalized deferred financing costs were recorded to interest expense. Leases The Company determines if an arrangement is or contains a lease at contract inception. The Company presents the operating leases in long-term assets and current and long-term liabilities. Finance lease assets are included in property and equipment, net, and finance lease liabilities are presented in current and long-term liabilities in the accompanying consolidated balance sheets. Right of use assets represent the Company’s right to use an underlying asset over the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company includes any anticipated lease incentives in the determination of lease liability. The Company uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company gives consideration to its recent debt issuances as well as publicly available data for instruments with similar characteristics when determining its incremental borrowing rates. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever an event or change in circumstances indicates that the carrying amount of an asset or group of assets may not be recoverable. The impairment review includes comparison of future cash flows expected to be generated by the asset or group of assets with the associated assets’ carrying value. If the carrying value of the asset or group of assets exceeds its expected future cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent that the carrying amount of the asset exceeds its fair value. The Company did not identify any impairment indicators and recorded no impairment charges in the years ended December 31, 2021 or 2020. Segment Information The Company’s Chief Executive Officer is the chief operating decision maker, who reviews the Company’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates in a single reporting segment. Revenue Recognition Refer to Note 3, “Revenue” in the Notes to Consolidated Financial Statements for our Revenue Recognition policy. Advertising The Company expenses advertising costs as incurred. Advertising expenses were $0.4 million and $0.3 million for the years ended December 31, 2021 and 2020 respectively. These costs are included in sales and marketing expenses in the consolidated statements of operations and comprehensive loss. Cost of Revenue Cost of revenue consists primarily of third-party cloud infrastructure expenses incurred in connection with customers’ use of the Company’s solutions. Cost of revenue also includes outsourced staffing costs, amortization of internal-use software and personnel costs from employees involved in the delivery of our solutions. Personnel costs include salaries, benefits, bonuses, stock-based compensation and allocated overhead costs. Research and Development Research and development expenses consist primarily of personnel-related costs for the development team, including salaries, benefits, bonuses, stock-based compensation expenses and allocated overhead costs. Research and development expenses also include contractor or professional services fees, third-party cloud infrastructure expenses incurred in developing the Company’s solution and software services dedicated for use by the research and development organization. Sales and Marketing Sales and marketing expenses consist primarily of personnel-related costs directly associated with the sales and marketing staff, including salaries, benefits, bonuses, commissions, stock-based compensation and allocated overhead costs. Sales and marketing expenses also include advertising costs and other expenses associated with the marketing and business development programs. In addition, sales and marketing expenses are comprised of travel-related expenses, software services dedicated for use by the sales and marketing organizations, and outside services contracted for sales and marketing purposes. General and Administrative General and administrative expenses consist of personnel-related costs associated with the finance, legal, human resources and administrative personnel, including salaries, benefits, bonuses, stock-based compensation and allocated overhead costs. General and administrative expenses also include external legal, accounting, professional services fees, software services dedicated for use by the general and administrative functions, insurance and other corporate expenses. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards (collectively referred to as stock-based compensation expense), including stock options, restricted stock awards and restricted stock units granted to employees, directors and non-employees, based on the estimated fair value of the awards on the date of grant in accordance with ASC Topic 718 Compensation - Stock Compensation (“Topic 718”). The fair value of each stock option granted is estimated using the Black-Scholes option-pricing model. The Black-Scholes pricing model requires the Company to make assumptions and judgments about the inputs used in the calculation, including the expected term, the volatility of the Company’s common stock, risk-free interest rate and expected dividend yield. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. Stock-based compensation is recognized on a straight-line basis over the requisite service period. Forfeitures are accounted for in the period in which they occur. Sales Taxes The Company recognizes sales and other taxes collected from customers and subsequently remits to government authorities. The Company relieves the sales tax payable balances from the consolidated balance sheets as cash is collected from the customer and the taxes are remitted to the appropriate tax authority. In September 2020, the Company received a $1.1 million refund of sales and use taxes from the state of Texas related to overpayments of sales taxes made between 2016 and 2019. There were no similar transactions in the current period. Income Taxes The Company accounts for income taxes in accordance with the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates that are expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. Valuation allowances are established when necessary, to reduce deferred tax assets to the amounts expected to be realized. All deferred tax assets and liabilities are classified as non-current within the accompanying consolidated balance sheets. The Company recognizes the tax benefit from an uncertain tax position only if it meets the “more likely than not” threshold that the position will be sustained upon examination by the taxing authority, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes interest and penalties related to its uncertain tax positions, if any, as part of income tax expense within the accompanying consolidated statements of operations and comprehensive loss. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits outside of income tax expense within general and administrative expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties as of December 31, 2021 and 2020. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes ” which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill and allocating consolidated income taxes to separate financial statements of entities not subject to income tax. The standard is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company adopted this guidance as of January 1, 2021, and the adoption did not have a material impact on its consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Revenue is recognized, in an amount that reflects the consideration the Company expects to be entitled to over the term of the agreement, when control of the Company’s solutions are transferred to customers. The Company recognizes revenue through the following five-step framework in accordance with ASC Topic 606, Revenue from Contracts with Customers : (1) Identification of the contract, or contracts with the customer; (2) Identification of performance obligations in the contract; (3) Determination of the transaction price; (4) Allocation of the transaction price to the performance obligations in the contract; (5) Recognition of revenue when, or as, the Company satisfies a performance obligation. A performance obligation is a promise in a contract to transfer a distinct solution to the customer. The Company identifies performance obligations in its contracts with customers, which primarily include usage-based and subscription solutions. Usage-based solutions include fees based on usage of the Company’s platform or professional services, incurred on a time and materials basis, while subscription solutions represent the purchase of a committed data volume on the Company’s platform over a period of time. The transaction price is determined based on the amount which the Company expects to be entitled to in exchange for providing the promised services to the customer. For contracts that include multiple performance obligations, the transaction price in the contract is allocated to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized over time as performance obligations are satisfied. Variable consideration is evaluated on a contract-by-contract basis, and a constraint is applied using the facts and circumstances of the contract when applicable. On a limited basis, the Company enters into contracts whereby the consideration payable is contingent upon the conclusion of the legal matter. The Company does not recognize the revenue related to these contracts until the legal matter is resolved. Such amounts recognized have been immaterial to date. The Company’s software contracts do not allow the customer to take possession of the software supporting the cloud-based solution. Customers are not entitled to any refunds. The Company generally invoices its customers monthly, quarterly or annually in advance and recognizes revenue ratably over the life of the contract. The Company’s arrangements do not contain general rights of return; however, credits may be issued on a case-by-case basis. Amounts that have been invoiced are recorded in accounts receivable and in revenue or deferred revenue depending on whether the revenue recognition criteria have been met. Nature of Solutions The Company’s revenue-generating activities directly relate to the sale and support of its legal solution within a single operating segment. The Company disaggregates revenue from contracts with customers based on how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Company has two primary types of contractual arrangements: usage-based and subscription solutions. Usage-based revenue is generated from solutions that are billed on a monthly basis and can be canceled with one month’s notice or are incurred on a time and materials basis. Subscription revenue is derived from contracts where customers are contractually committed to a fixed data volume over a period of time. Usage amounts above the fixed data volume are considered usage-based revenue. Subscription arrangements are typically billed on a monthly, quarterly or annual basis. In the years ended December 31, 2021 and 2020, usage-based revenue represented 89% and 86% of total revenue, respectively. In the years ended December 31, 2021 and 2020, subscription revenue fees represented 11% and 14% of total revenue, respectively. No significant judgments are required in determining whether services are considered distinct performance obligations and should be accounted for separately versus together, or to determine the stand-alone selling price (“SSP”). Deferred Revenue Deferred revenue primarily consists of amounts that have been billed to or received from customers in advance of performing the associated services. Of the $1.6 million and $1.4 million of deferred revenue balance as of December 31, 2020 and 2019, respectively, the Company recognized $1.6 million and $1.4 million as revenue during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020 the Company recorded $2.2 million and $1.6 million of current deferred revenue, respectively. The Company has no non-current deferred revenue as of December 31, 2021 and 2020. Contract Assets Contract assets represent revenue recognized for contracts that have not yet been invoiced to customers, but are billed in arrears and for which the Company has an unconditional right to payment. Total contract assets were $3.2 million and $1.5 million as of December 31, 2021 and December 31, 2020, respectively, and were included within accounts receivable on the consolidated balance sheets. Remaining Performance Obligations Remaining performance obligations (“RPO”) represent the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods. RPO exclude performance obligations from certain time and materials contracts that are billed in arrears. RPO are not necessarily indicative of future revenue growth because they do not account for consumption in excess of contracted capacity. As of December 31, 2021, the Company expects to recognize approximately $17.4 million of revenue from remaining performance obligations. The Company expects to recognize revenue of approximately $9.6 million as of December 31, 2021 from remaining performance obligations over the next 12 months, with the remaining balance recognized thereafter. Incremental Contract Costs Incremental costs to obtain or fulfill a contract are recognized as an asset if the expected benefit is expected to be longer than one year. These assets are amortized over the expected period of benefit. For the years ended December 31, 2021 and 2020, the Company identified no material incremental costs to obtain or fulfill a contract, primarily based on the nature and terms of the Company’s contracts, as well as the expected period of benefit. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consist of the following (in thousands): December 31, December 31, Computer equipment $ 3,079 $ 2,261 Capitalized internal-use software 5,168 3,259 Leasehold improvements 111 111 Furniture 649 648 Total property and equipment 9,007 6,279 Less: accumulated depreciation and amortization (3,672) (2,406) Property and equipment, net $ 5,335 $ 3,873 Depreciation and amortization expense relating to the Company’s property and equipment was $1.6 million and $1.6 million for the years ended December 31, 2021 and 2020 , respectively. Amortization expense relating to the cost of revenue for capitalized internal-use software was $0.7 million and $0.5 million for the years ended December 31, 2021 and 2020 respectively. The Company capitalized $1.9 million and $1.4 million in internal-use software development costs in the years ended December 31, 2021 and 2020 , respectively. As of December 31, 2021 and 2020 the unamortized balance of capitalized internal-use software costs on our consolidated balance sheets was approximately $4.0 million and $2.8 million respectively. No impairment indicators were identified when the capitalized development costs were assessed for impairment for the years ended December 31, 2021 and 2020 . |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | LeasesAs of December 31, 2021 the Company had one lease with a remaining lease term of 0.8 years and no leased properties classified as “short-term” leases. In accordance with Topic 842, leases with a term of 12 months or less are not recorded on the Company’s consolidated balance sheet. For each lease, the Company recognizes a right-of-use-asset and lease liability in accordance with Topic 842. The asset and liability are then amortized as payments are made. The cost of leases recorded in the accompanying consolidated statements of operations and comprehensive loss were as follows (in thousands): Year Ended Operating lease cost $ 1,062 Finance lease cost Depreciation expense 77 Interest on lease liability 9 Short-term lease cost Lease expense 26 Total lease cost $ 1,174 The Company’s operating and finance right-of-use assets and lease liabilities are as follows (in thousands): Leases Classification December 31, 2021 Assets Operating lease assets Operating right-of-use asset, net of accumulated amortization $ 864 Finance lease assets Property and equipment, net of accumulated depreciation 183 Total leased assets $ 1,047 Liabilities Current Operating leases Operating lease liability, current $ 890 Finance leases Finance lease liability, current 99 Non-current Operating leases Operating lease liability, non-current — Finance leases Finance lease liability, non-current — Total lease liabilities $ 989 The weighted average remaining lease term and discount rate as of December 31, 2021 are as follows: Weighted Average Remaining Lease Term Operating leases 10 Months Weighted Average Discount Rate Operating leases 5.25 % Finance leases 5.88 % As of December 31, 2021, the Company did not have any leases with initial or remaining non-cancellable lease terms in excess of one year. |
Leases | LeasesAs of December 31, 2021 the Company had one lease with a remaining lease term of 0.8 years and no leased properties classified as “short-term” leases. In accordance with Topic 842, leases with a term of 12 months or less are not recorded on the Company’s consolidated balance sheet. For each lease, the Company recognizes a right-of-use-asset and lease liability in accordance with Topic 842. The asset and liability are then amortized as payments are made. The cost of leases recorded in the accompanying consolidated statements of operations and comprehensive loss were as follows (in thousands): Year Ended Operating lease cost $ 1,062 Finance lease cost Depreciation expense 77 Interest on lease liability 9 Short-term lease cost Lease expense 26 Total lease cost $ 1,174 The Company’s operating and finance right-of-use assets and lease liabilities are as follows (in thousands): Leases Classification December 31, 2021 Assets Operating lease assets Operating right-of-use asset, net of accumulated amortization $ 864 Finance lease assets Property and equipment, net of accumulated depreciation 183 Total leased assets $ 1,047 Liabilities Current Operating leases Operating lease liability, current $ 890 Finance leases Finance lease liability, current 99 Non-current Operating leases Operating lease liability, non-current — Finance leases Finance lease liability, non-current — Total lease liabilities $ 989 The weighted average remaining lease term and discount rate as of December 31, 2021 are as follows: Weighted Average Remaining Lease Term Operating leases 10 Months Weighted Average Discount Rate Operating leases 5.25 % Finance leases 5.88 % As of December 31, 2021, the Company did not have any leases with initial or remaining non-cancellable lease terms in excess of one year. |
Operating Segment and Geographi
Operating Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Operating Segment and Geographic Information | Operating Segment and Geographic InformationThe Company’s Chief Executive Officer is the chief operating decision maker, who reviews the Company’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates in a single reporting segment. The Company determines the location of revenue using the billing address of each customer. The following table sets forth revenue by geographic area (in thousands): Year Ended 2021 2020 United States $ 107,084 $ 66,718 All other countries 7,258 1,726 Total revenue $ 114,342 $ 68,444 Long-lived assets outside of the United States are not significant. |
Debt and Related Warrants
Debt and Related Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt and Related Warrants | Debt and Related Warrants In July 2015, the Company entered into a revolving debt facility (“Loan and Security Agreement”). The Loan and Security Agreement was subsequently amended and restated, the First Amended and Restated Loan and Security Agreement, in November 2018 to increase the available borrowings to $18.0 million and extend the maturity date to April 2021. In December 2020, the Company entered into the Second Amended and Restated Loan and Security Agreement, which provided a $40.0 million revolving credit facility with a maturity date of November 30, 2023. The Company’s obligations under the agreement contained certain customary covenants, including, but not limited to, those relating to additional indebtedness, liens, asset divestitures and affiliate transactions. The agreement also contained a liquidity covenant equal to the greater of (i) $5.0 million or (ii) total 6-month adjusted EBITDA burn when the sum of the outstanding principal amounts are equal or in excess of $18.0 million. The revolving credit facility bore interest on outstanding borrowings as the sum of the Daily Adjusting LIBOR Rate for such day plus 2.50% plus an applicable margin of 0.25% per annum. Additionally, the revolving debt facility included an unused facility fee equal to 0.25% per annum of the difference between the total revolving credit facility and the average outstanding principal balance of the obligations under the revolving credit facility during each quarter. Substantially all the Company’s assets were pledged as collateral for these loans. The Company was required to meet certain nonfinancial covenants. In connection with its amended and restated loan and security agreements, at various times, the Company granted warrants to purchase 49,869 shares of the Company’s common stock at exercise prices ranging from $0.525 per share to $10.80 per share. The warrants are exercisable for 10 years. At the time of issuance, the Company determined the estimated fair value of the warrants. As the warrants represent a freestanding equity instrument, the Company recorded the fair value of the warrants in additional paid in capital. In October 2021, all outstanding warrants were exercised for a total of $0.1 million. In March 2020, the Company borrowed $17.0 million on its revolving debt facility. The Company repaid the $17.0 million outstanding balance on the revolving debt facility in October 2020. Additionally, the Company applied for and received a loan under the Paycheck Protection Program in April 2020 totaling $6.3 million. The Company subsequently repaid the outstanding balance of $6.3 million in April 2020. In November 2021, the Company extinguished the Loan and Security Agreement. The Company did not incur any early termination fees in connection with the termination of the agreement. The Company incurred nominal aggregate debt issuance costs in connection with its loan and security agreements. These costs were being amortized to non-cash interest expense over the terms of the related indebtedness using the straight-line method which approximates the effective interest method. In connection with the extinguishment of the Loan and Security Agreement in November 2021, the Company recognized the remaining $0.2 million of debt issuance costs as interest expense. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases and Other Commitments The Company leases office facilities under a non-cancellable operating lease with a remaining term of 0.8 years as well as furniture under a non-cancellable finance lease. See Note 5 to these consolidated financial statements for additional detail on the Company’s operating and finance lease commitments. Additionally, the Company has contractual commitments that are noncancellable and expire within one Purchase obligations As of December 31, 2021 2022 $ 18,803 2023 18,403 2024 18,054 2025 18,000 Thereafter — Total $ 73,260 Litigation From time to time, the Company is involved in various legal proceedings arising from the normal course of business activities. The Company is not presently a party to any litigation the outcome of which, the Company’s management believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, operating results, cash flows or financial condition. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockAs of December 31, 2020, the Company had six outstanding series of redeemable convertible preferred stock. These redeemable convertible preferred shares were classified as temporary equity within the consolidated balance sheet as of December 31, 2020. Upon closing of the Company’s IPO, the outstanding redeemable convertible preferred stock was automatically converted into 35,793,483 shares of common stock. No dividends were paid to holders of redeemable convertible preferred stock. As of December 31, 2021, there was no redeemable convertible preferred stock issued and outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plans On December 17, 2013, the Company adopted the Long-Term Incentive Plan (“2013 Plan”). The 2013 Plan was terminated in July 2021 in connection with the adoption of the 2021 Equity Incentive Plan (“2021 Plan”), which became effective on July 20, 2021, and no further awards will be granted under the 2013 Plan. The 2021 Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Code to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), awards, performance awards and other forms of awards to the Company’s employees, directors and consultants, including employees and consultants of the Company’s affiliates. As of December 31, 2021, 5.1 million shares remained available for future issuance under the 2021 Plan. The Company recognized total stock-based compensation cost related to equity incentive awards of $5.7 million and $2.0 million for the years ended December 31, 2021 and 2020, respectively. Stock Options Options under the 2021 Plan are granted at the estimated fair value of the shares on the date of grant. The maximum term of options granted under the plan is 10 years from the date of grant. Options normally vest according to a four-year vesting schedule, with 25% of the shares vesting on the one-year anniversary and equal monthly vesting installments thereafter. The following table summarizes the stock option activity under the 2013 Plan and 2021 Plan (in thousands except for per share amounts and years): Number of Weighted- Weighted- Aggregate Options outstanding as of December 31, 2019 3,486 $ 3.47 8.07 $ 18,568 Granted 362 9.07 Exercised (215) 2.08 Forfeited and cancelled (328) 6.72 Options outstanding as of December 31, 2020 3,305 $ 3.86 7.21 $ 22,952 Granted 537 18.70 Exercised (1,033) 2.21 Forfeited and cancelled (249) 7.43 Options outstanding as of December 31, 2021 2,560 $ 7.29 5.46 $ 72,875 Options vested and exercisable as of December 31, 2021 1,700 $ 3.61 5.21 $ 53,610 Aggregate intrinsic value represents the difference between the Company’s estimated fair value of its common stock and the exercise price of outstanding options. The aggregate intrinsic value of stock options exercised was $33.6 million and $1.9 million during the years ended December 31, 2021 and 2020, respectively. As of the years ended December 31, 2021 and 2020, unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $3.2 million and $3.7 million, which is expected to be recognized over a weighted-average period of 2.44 years and 2.26 years, respectively. Restricted Stock Awards The fair value of RSAs is determined using the fair value of the Company’s common stock on the date of grant. During the year ended December 31, 2021, the Company granted 0.2 million RSAs. No RSAs were granted during the year ended December 31, 2020. During the years ended December 31, 2021 and 2020, 51,336 and 50,000 RSAs vested and were released from the Company’s right to repurchase, respectively, and no RSAs were cancelled. The weighted average estimated fair value of RSAs granted for the year ended December 31, 2021 was $18.70 per share. For the years ended December 31, 2021 and 2020, the Company had $3.7 million and $0.9 million of unrecognized stock-based compensation related to RSAs, respectively. The weighted average remaining requisite service period was 3.32 years and 2.15 years, respectively. Restricted Stock Units The fair value of RSUs is determined using the closing market price of the Company’s common stock on the date of grant. The RSUs vest over the requisite service period, generally four years, subject to the continuous service of the individual. The following table summarizes the RSU activity under the 2021 Plan (in thousands except for per share amounts): Number of Weighted-average fair value Aggregate Unvested and outstanding as of December 31, 2020 — $ — $ — Granted 511 46.97 — Vested (15) 44.51 — Forfeited and cancelled (27) 45.72 — Unvested and outstanding as of December 31, 2021 469 $ 47.12 $ 16,781 At December 31, 2021, there was an estimated $21.0 million of total unrecognized stock-based compensation costs related to RSUs. These costs will be recognized over a weighted-average period of 3.59 years. Valuation Assumptions The Company grants stock options with an exercise price equal to the stock’s fair value at the date of grant. The fair value of a stock option is estimated on the grant date using the Black-Scholes option-pricing model. Stock-based compensation expense is recognized, net of forfeitures, over the requisite service periods of the awards. Stock option awards generally have 10-year terms and vest and become exercisable at a rate of 25% on the first anniversary of the vesting commencement date and 1/48th each month thereafter. The Black-Scholes assumptions used to value the employee options during the years ended December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 Stock options: Risk-free interest rate 0.8%-1.3% 0.4%-1.7% Weighted-average expected term of the options 6.25 years 6.25 years Expected dividend rate — % — % Expected volatility 52%-54% 49%-52% These assumptions and estimates were determined as follows: • Fair Value of Common Stoc k. The Company’s Board of Directors determined the fair value of its common stock using various valuation methodologies, including external valuation analyses. • Risk-Free Interest Rate. The risk-free interest rate for the expected term of the options was based on the U.S. Treasury yield curve in effect at the time of the grant. • Weighted-Average Expected Term . The expected term was estimated using the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award, as the Company does not have sufficient historical data relating to stock-option exercises. • Expected Dividend Yield . The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. As a result, an expected dividend yield of zero was used. • Expected Volatility . As there is not a long trading history of the Company’s common stock, the expected volatility is determined based on the historical stock volatilities of its comparable companies. Comparable companies consist of public companies in the Company’s industry, which are similar in size, stage of life cycle, and financial leverage. The Company intends to continue to apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of its share price becomes available, or unless circumstances change such that the identified companies are no longer similar, in which case, more suitable companies whose share prices are publicly available would be used in the calculation. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The U.S. and non-U.S. components of loss before income taxes consisted of the following (in thousands): Year Ended December 31, 2021 2020 U.S $ (24,553) $ (22,952) Non-U.S. 290 150 Loss before income taxes $ (24,263) $ (22,802) The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 Current Federal $ — $ — State 45 42 Foreign 34 47 Total current 79 89 Deferred Federal — — State — — Foreign 2 (18) Total deferred 2 (18) Provision for income taxes $ 81 $ 71 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. 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 reverse. Significant components of the Company’s deferred tax liabilities and assets are as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets Net operating loss carryforwards $ 31,046 $ 23,433 Deferred expenses 2,403 1,519 Lease liability 232 542 Stock compensation 1,140 393 Interest expense carryforwards 70 71 Depreciation and amortization 145 117 Total deferred tax assets 35,036 26,075 Deferred tax liabilities Capitalized service costs (1,077) (732) Right-of-use asset (225) (474) Total deferred tax liabilities (1,302) (1,206) Net deferred tax asset before valuation allowance 33,734 24,869 Less: valuation allowance (33,716) (24,850) Net deferred tax asset $ 18 $ 19 The Company has established a valuation allowance due to uncertainties regarding the realization of deferred tax assets based on the Company’s lack of earnings history. During 2021, the valuation allowance increased by approximately $8.9 million due to continuing operations. As of December 31, 2021 and 2020, the Company had federal net operating loss carryforwards of approximately $122.2 million and $93.2 million, respectively, and state net operating loss carryforwards of approximately $86.5 million and $60.7 million, respectively, that will begin to expire in 2033, if not utilized prior to that time. Approximately $71.8 million of the U.S. federal net operating losses arose in tax years beginning after December 31, 2017 and have an indefinite carryforward period. Utilization of the net operating loss carryforwards may be subject to substantial annual limitation due to the “change in ownership” provisions of the Internal Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses and tax credit carryforwards before utilization. The Company’s provision for income taxes attributable to continuing operations differs from the expected tax expense amount computed by applying the statutory federal income tax rate of 21% to loss before income taxes due to the following: Year Ended December 31, 2021 2020 Income tax at U.S. statutory rate 21.0 % 21.0 % Effect of: Change in valuation allowance (36.6) (25.2) State taxes, net of federal benefit 7.4 4.4 Permanent items 7.7 (0.5) Other items 0.1 0.0 Income tax provision effective rate (0.4) % (0.3) % The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and in the United Kingdom. The Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2017. Operating losses generated remain open to adjustment until the statute of limitations closes for the tax year in which the operating losses are utilized. The Company is not currently under examination by any tax jurisdiction, but tax years 2017 through 2020 remain open to examination. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. As of December 31, 2021 and 2020, the Company has recorded no unrecognized tax benefits. The Company’s practice is to recognize interest and penalties related to unrecognized tax benefits outside of income tax expense. During the years ended December 31, 2021 and 2020, the Company did not recognize any interest or penalties related to unrecognized tax benefits. A U.S. shareholder is subject to tax on Global Intangible Low-Taxed Income, or GILTI, earned by certain foreign subsidiaries. Under GAAP, an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. The Company has elected to account for GILTI as a period cost in the year the tax is incurred. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Defined Contribution Plan The Company sponsors a defined contribution retirement plan qualifying under Section 401(k) of the Internal Revenue Code of 1986. This plan covers all employees within the United States who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company’s contributions to the plan may be made at the discretion of the Board of Directors. The Company did not make any employer contributions to the plan during the years ended December 31, 2021 and 2020. The Company also engages in required pension plans of the United Kingdom. As of December 31, 2021 and December 31, 2020, the liability under this plan was immaterial. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The following tables present calculations for basic and diluted net loss per share (in thousands, except per share amounts): Year Ended December 31, 2021 2020 Net loss $ (24,344) $ (22,873) Less accretion of redeemable convertible preferred stock (56) (92) Loss applicable to common stockholders basic and diluted $ (24,400) $ (22,965) Weighted-average shares used in computing net loss per share attributable to common shareholders, basic and diluted 33,208 13,171 Net loss per share attributable to ordinary shareholders, basic and diluted $ (0.73) $ (1.74) The following outstanding shares of common stock equivalents as of the periods presented were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been anti-dilutive (in thousands): As of December 31, 2021 2020 Redeemable convertible preferred stock, as converted — 35,793 Stock options 2,581 3,358 Unvested restricted stock awards 263 113 Restricted stock units 469 — Common stock warrants — 50 Total 3,313 39,314 |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party TransactionsIn October 2018, the Company loaned an officer of the Company $0.2 million, bearing interest at 2.83% per annum for the purpose of exercising stock options. The outstanding amount due under the note was repaid in June 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In January 2022, the Company granted a total of 1.0 million RSUs to employees pursuant to the 2021 Plan. The fair value of the RSU grants was determined based upon the market closing price of the Company’s common stock on the date of grant. The RSUs vest over the requisite service period, subject to the continued service of the individual. The Company expects to recognize aggregate stock-based compensation expense of $32.5 million related to the RSUs over a weighted-average requisite service period of approximately 4.0 years. On February 22, 2022, the Company acquired legal workflow solutions from Congruity360, LLC in exchange for approximately $6.1 million of cash and up to $2.0 million of contingent consideration. With the acquisition of these legal workflow solutions, the Company will expand its offerings to address customers’ legal hold requirements. The Company is currently evaluating the purchase price allocation for this transaction. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and ConsolidationThe accompanying consolidated financial statements have been prepared in accordance with U. S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company. |
Consolidation | All significant intercompany balances and transactions have been eliminated. There are no differences between the net loss and comprehensive loss. |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires the Company to make certain estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses during the reporting period. There is complexity and judgment required in the Company’s process in determining the nature and timing of the satisfaction of performance obligations which affect the amounts of revenue, unbilled receivables and deferred revenue. Estimates are also used for, but not limited to, current expected credit losses, capitalization and useful life of the Company’s capitalized internal-use software development costs, useful lives of assets, income taxes and deferred tax asset valuation and valuation of the Company’s stock and stock options. Numerous internal and external factors can affect estimates. Actual results could differ from those estimates and such differences could be material to the Company’s consolidated financial position and results of operations. |
Net Loss Per Share Attributable to Common Shareholders | Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. All series of the Company’s redeemable convertible preferred stock are considered to be participating securities because all holders are entitled to receive a non-cumulative dividend on a pari passu basis in the event that a dividend is paid on the common stock. The holders of the redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. As such, the Company’s net losses were not allocated to these participating securities Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, restricted stock awards, stock warrants and redeemable convertible preferred stock. As the Company has reported losses for all periods presented, all potentially dilutive securities are anti-dilutive, and accordingly, basic net loss per share equaled diluted net loss per share. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments acquired with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash equivalents, which include the Company’s money market account, are measured at fair value on a recurring basis. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded and carried at the original invoiced amount less an allowance for credit losses. The Company determines its trade accounts receivable allowances in line with (Topic 326): Measurement of Credit Losses on Financial Instruments (“Topic 326”), based upon the assessment of various factors, such as: historical experience, credit quality of its customers, geographic related risks, economic conditions, and other factors that may affect a customer’s ability to pay. Increases and decreases in the allowance for credit losses are included as a component of general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company does not have any off-balance sheet credit exposure related to its customers. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and trade accounts receivable. The Company maintains its cash and cash equivalent balances in highly rated financial institutions, which at times may exceed federally insured limits or be held in foreign jurisdictions. The Company has not experienced any loss relating to cash and cash equivalents in these accounts. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company groups its assets and liabilities measured at fair value in a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets, with valuations obtained from readily available pricing sources for market transactions involving identical assets or liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, 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, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. The level of the fair value hierarchy in which the fair value measurement falls is determined by the lowest level input that is significant to the fair value measurement. The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and debt. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses are considered to approximate their respective fair values due to the short-term nature of such financial instruments. Cash equivalents, primarily consisting of investments in money market funds, are measured at fair value on a recurring basis, and are categorized as Level 1 based on quoted prices in active markets. The carrying value approximates the fair value for these assets and liabilities at December 31, 2021 and 2020. The Company had no Level 2 or Level 3 assets or liabilities at December 31, 2021 and 2020. |
Property and Equipment, Net | Property and Equipment, NetProperty and equipment are recorded at cost, less accumulated depreciation. Maintenance, repairs and minor replacements are charged to expense as incurred. Significant renewals and betterments are capitalized. Depreciation on property and equipment, with the exception of leasehold improvements, is recorded using the straight-line method over the estimated useful lives of the assets. Depreciation on leasehold improvements is recorded using the shorter of the lease term or useful life.The Company periodically reviews the estimated useful lives of property and equipment and any changes to the estimated useful lives are recorded prospectively from the date of the change.When property is retired or disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in the consolidated statements of operations and comprehensive loss in the period of disposal. |
Capitalized Internal-Use Software Development Costs | Capitalized Internal-Use Software Development Costs Costs related to software acquired, developed, or modified solely to meet our internal requirements, with no plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during post implementation operational stage are expensed as incurred. The Company capitalizes qualifying internal-use software development costs that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (i) the preliminary project stage is completed and (ii) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all significant testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Costs incurred for maintenance, minor upgrades and enhancements are expensed. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. Capitalized costs are included in property and equipment on the consolidated balance sheets. These costs are amortized over the estimated useful life of the software, generally four years, on a straight-line basis. Management evaluates the useful life of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. The amortization of costs related to the platform applications is included in cost of revenue. |
Debt Issuance Costs | Debt Issuance Costs The Company records underwriting, legal, and other direct costs incurred related to the issuance of revolving line of credit within other current assets and amortizes these costs to interest expense over the term of the related debt on a straight-line basis, which approximates the effective interest rate method. Amortization of deferred financing costs was nominal for the year ended December 31, 2020. In November 2021, the Company extinguished the debt and $0.2 million of unamortized capitalized deferred financing costs were recorded to interest expense. |
Leases | Leases The Company determines if an arrangement is or contains a lease at contract inception. The Company presents the operating leases in long-term assets and current and long-term liabilities. Finance lease assets are included in property and equipment, net, and finance lease liabilities are presented in current and long-term liabilities in the accompanying consolidated balance sheets. Right of use assets represent the Company’s right to use an underlying asset over the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company includes any anticipated lease incentives in the determination of lease liability. The Company uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company gives consideration to its recent debt issuances as well as publicly available data for instruments with similar characteristics when determining its incremental borrowing rates. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever an event or change in circumstances indicates that the carrying amount of an asset or group of assets may not be recoverable. The impairment review includes comparison of future cash flows expected to be generated by the asset or group of assets with the associated assets’ carrying value. If the carrying value of the asset or group of assets exceeds its expected future cash flows (undiscounted and without interest charges), an impairment loss is recognized to the extent that the carrying amount of the asset exceeds its fair value. The Company did not identify any impairment indicators and recorded no impairment charges in the years ended December 31, 2021 or 2020. |
Segment Information | Segment Information The Company’s Chief Executive Officer is the chief operating decision maker, who reviews the Company’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates in a single reporting segment. |
Advertising | Advertising The Company expenses advertising costs as incurred. Advertising expenses were $0.4 million and $0.3 million for the years ended December 31, 2021 and 2020 respectively. These costs are included in sales and marketing expenses in the consolidated statements of operations and comprehensive loss. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of third-party cloud infrastructure expenses incurred in connection with customers’ use of the Company’s solutions. Cost of revenue also includes outsourced staffing costs, amortization of internal-use software and personnel costs from employees involved in the delivery of our solutions. Personnel costs include salaries, benefits, bonuses, stock-based compensation and allocated overhead costs. |
Research and Development | Research and Development Research and development expenses consist primarily of personnel-related costs for the development team, including salaries, benefits, bonuses, stock-based compensation expenses and allocated overhead costs. Research and development expenses also include contractor or professional services fees, third-party cloud infrastructure expenses incurred in developing the Company’s solution and software services dedicated for use by the research and development organization. |
Sales And Marketing | Sales and Marketing Sales and marketing expenses consist primarily of personnel-related costs directly associated with the sales and marketing staff, including salaries, benefits, bonuses, commissions, stock-based compensation and allocated overhead costs. Sales and marketing expenses also include advertising costs and other expenses associated with the marketing and business development programs. In addition, sales and marketing expenses are comprised of travel-related expenses, software services dedicated for use by the sales and marketing organizations, and outside services contracted for sales and marketing purposes. |
General and Administrative | General and Administrative General and administrative expenses consist of personnel-related costs associated with the finance, legal, human resources and administrative personnel, including salaries, benefits, bonuses, stock-based compensation and allocated overhead costs. General and administrative expenses also include external legal, accounting, professional services fees, software services dedicated for use by the general and administrative functions, insurance and other corporate expenses. |
Stock-based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards (collectively referred to as stock-based compensation expense), including stock options, restricted stock awards and restricted stock units granted to employees, directors and non-employees, based on the estimated fair value of the awards on the date of grant in accordance with ASC Topic 718 Compensation - Stock Compensation (“Topic 718”). The fair value of each stock option granted is estimated using the Black-Scholes option-pricing model. The Black-Scholes pricing model requires the Company to make assumptions and judgments about the inputs used in the calculation, including the expected term, the volatility of the Company’s common stock, risk-free interest rate and expected dividend yield. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. Stock-based compensation is recognized on a straight-line basis over the requisite service period. Forfeitures are accounted for in the period in which they occur. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates that are expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. Valuation allowances are established when necessary, to reduce deferred tax assets to the amounts expected to be realized. All deferred tax assets and liabilities are classified as non-current within the accompanying consolidated balance sheets. The Company recognizes the tax benefit from an uncertain tax position only if it meets the “more likely than not” threshold that the position will be sustained upon examination by the taxing authority, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company includes interest and penalties related to its uncertain tax positions, if any, as part of income tax expense within the accompanying consolidated statements of operations and comprehensive loss. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes ” which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill and allocating consolidated income taxes to separate financial statements of entities not subject to income tax. The standard is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company adopted this guidance as of January 1, 2021, and the adoption did not have a material impact on its consolidated financial statements. |
Revenue Recognition | Revenue is recognized, in an amount that reflects the consideration the Company expects to be entitled to over the term of the agreement, when control of the Company’s solutions are transferred to customers. The Company recognizes revenue through the following five-step framework in accordance with ASC Topic 606, Revenue from Contracts with Customers : (1) Identification of the contract, or contracts with the customer; (2) Identification of performance obligations in the contract; (3) Determination of the transaction price; (4) Allocation of the transaction price to the performance obligations in the contract; (5) Recognition of revenue when, or as, the Company satisfies a performance obligation. A performance obligation is a promise in a contract to transfer a distinct solution to the customer. The Company identifies performance obligations in its contracts with customers, which primarily include usage-based and subscription solutions. Usage-based solutions include fees based on usage of the Company’s platform or professional services, incurred on a time and materials basis, while subscription solutions represent the purchase of a committed data volume on the Company’s platform over a period of time. The transaction price is determined based on the amount which the Company expects to be entitled to in exchange for providing the promised services to the customer. For contracts that include multiple performance obligations, the transaction price in the contract is allocated to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized over time as performance obligations are satisfied. Variable consideration is evaluated on a contract-by-contract basis, and a constraint is applied using the facts and circumstances of the contract when applicable. On a limited basis, the Company enters into contracts whereby the consideration payable is contingent upon the conclusion of the legal matter. The Company does not recognize the revenue related to these contracts until the legal matter is resolved. Such amounts recognized have been immaterial to date. The Company’s software contracts do not allow the customer to take possession of the software supporting the cloud-based solution. Customers are not entitled to any refunds. The Company generally invoices its customers monthly, quarterly or annually in advance and recognizes revenue ratably over the life of the contract. The Company’s arrangements do not contain general rights of return; however, credits may be issued on a case-by-case basis. Amounts that have been invoiced are recorded in accounts receivable and in revenue or deferred revenue depending on whether the revenue recognition criteria have been met. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Useful Life | The estimated useful life of each asset category is as follows: Furniture and fixtures 5 years Leasehold improvements Shorter of lease term or 5 years Computer equipment 2 years |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): December 31, December 31, Computer equipment $ 3,079 $ 2,261 Capitalized internal-use software 5,168 3,259 Leasehold improvements 111 111 Furniture 649 648 Total property and equipment 9,007 6,279 Less: accumulated depreciation and amortization (3,672) (2,406) Property and equipment, net $ 5,335 $ 3,873 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Cost | The cost of leases recorded in the accompanying consolidated statements of operations and comprehensive loss were as follows (in thousands): Year Ended Operating lease cost $ 1,062 Finance lease cost Depreciation expense 77 Interest on lease liability 9 Short-term lease cost Lease expense 26 Total lease cost $ 1,174 |
Schedule of Lease Asset and Liability Classifications | The Company’s operating and finance right-of-use assets and lease liabilities are as follows (in thousands): Leases Classification December 31, 2021 Assets Operating lease assets Operating right-of-use asset, net of accumulated amortization $ 864 Finance lease assets Property and equipment, net of accumulated depreciation 183 Total leased assets $ 1,047 Liabilities Current Operating leases Operating lease liability, current $ 890 Finance leases Finance lease liability, current 99 Non-current Operating leases Operating lease liability, non-current — Finance leases Finance lease liability, non-current — Total lease liabilities $ 989 |
Schedule of Remaining Lease Term and Discount Rate | The weighted average remaining lease term and discount rate as of December 31, 2021 are as follows: Weighted Average Remaining Lease Term Operating leases 10 Months Weighted Average Discount Rate Operating leases 5.25 % Finance leases 5.88 % |
Operating Segment and Geograp_2
Operating Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Disaggregation of Revenue | The Company determines the location of revenue using the billing address of each customer. The following table sets forth revenue by geographic area (in thousands): Year Ended 2021 2020 United States $ 107,084 $ 66,718 All other countries 7,258 1,726 Total revenue $ 114,342 $ 68,444 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | These commitments, which relate mainly to hosting agreements as well as computer software licenses used to facilitate company operations, are as follows (in thousands): Purchase obligations As of December 31, 2021 2022 $ 18,803 2023 18,403 2024 18,054 2025 18,000 Thereafter — Total $ 73,260 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes the stock option activity under the 2013 Plan and 2021 Plan (in thousands except for per share amounts and years): Number of Weighted- Weighted- Aggregate Options outstanding as of December 31, 2019 3,486 $ 3.47 8.07 $ 18,568 Granted 362 9.07 Exercised (215) 2.08 Forfeited and cancelled (328) 6.72 Options outstanding as of December 31, 2020 3,305 $ 3.86 7.21 $ 22,952 Granted 537 18.70 Exercised (1,033) 2.21 Forfeited and cancelled (249) 7.43 Options outstanding as of December 31, 2021 2,560 $ 7.29 5.46 $ 72,875 Options vested and exercisable as of December 31, 2021 1,700 $ 3.61 5.21 $ 53,610 |
Schedule of Restricted Stock Unit Activity | The following table summarizes the RSU activity under the 2021 Plan (in thousands except for per share amounts): Number of Weighted-average fair value Aggregate Unvested and outstanding as of December 31, 2020 — $ — $ — Granted 511 46.97 — Vested (15) 44.51 — Forfeited and cancelled (27) 45.72 — Unvested and outstanding as of December 31, 2021 469 $ 47.12 $ 16,781 |
Schedule of Black-Scholes Assumptions | The Black-Scholes assumptions used to value the employee options during the years ended December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 Stock options: Risk-free interest rate 0.8%-1.3% 0.4%-1.7% Weighted-average expected term of the options 6.25 years 6.25 years Expected dividend rate — % — % Expected volatility 52%-54% 49%-52% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The U.S. and non-U.S. components of loss before income taxes consisted of the following (in thousands): Year Ended December 31, 2021 2020 U.S $ (24,553) $ (22,952) Non-U.S. 290 150 Loss before income taxes $ (24,263) $ (22,802) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 Current Federal $ — $ — State 45 42 Foreign 34 47 Total current 79 89 Deferred Federal — — State — — Foreign 2 (18) Total deferred 2 (18) Provision for income taxes $ 81 $ 71 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax liabilities and assets are as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets Net operating loss carryforwards $ 31,046 $ 23,433 Deferred expenses 2,403 1,519 Lease liability 232 542 Stock compensation 1,140 393 Interest expense carryforwards 70 71 Depreciation and amortization 145 117 Total deferred tax assets 35,036 26,075 Deferred tax liabilities Capitalized service costs (1,077) (732) Right-of-use asset (225) (474) Total deferred tax liabilities (1,302) (1,206) Net deferred tax asset before valuation allowance 33,734 24,869 Less: valuation allowance (33,716) (24,850) Net deferred tax asset $ 18 $ 19 |
Schedule of Effective Income Tax Rate Reconciliation | The Company’s provision for income taxes attributable to continuing operations differs from the expected tax expense amount computed by applying the statutory federal income tax rate of 21% to loss before income taxes due to the following: Year Ended December 31, 2021 2020 Income tax at U.S. statutory rate 21.0 % 21.0 % Effect of: Change in valuation allowance (36.6) (25.2) State taxes, net of federal benefit 7.4 4.4 Permanent items 7.7 (0.5) Other items 0.1 0.0 Income tax provision effective rate (0.4) % (0.3) % |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Share, Basic and Diluted | The following tables present calculations for basic and diluted net loss per share (in thousands, except per share amounts): Year Ended December 31, 2021 2020 Net loss $ (24,344) $ (22,873) Less accretion of redeemable convertible preferred stock (56) (92) Loss applicable to common stockholders basic and diluted $ (24,400) $ (22,965) Weighted-average shares used in computing net loss per share attributable to common shareholders, basic and diluted 33,208 13,171 Net loss per share attributable to ordinary shareholders, basic and diluted $ (0.73) $ (1.74) |
Schedule of Securities Excluded from Computation of Net Loss Per Share | The following outstanding shares of common stock equivalents as of the periods presented were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been anti-dilutive (in thousands): As of December 31, 2021 2020 Redeemable convertible preferred stock, as converted — 35,793 Stock options 2,581 3,358 Unvested restricted stock awards 263 113 Restricted stock units 469 — Common stock warrants — 50 Total 3,313 39,314 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 17, 2021 | Jul. 23, 2021 | Jul. 21, 2021 |
IPO | |||
Class of Stock [Line Items] | |||
Underwriting discounts and commissions | $ 16.8 | ||
Stock offering expenses | $ 3.7 | ||
Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Shares issued and sold (in shares) | 200,000 | ||
Secondary Public Offering | |||
Class of Stock [Line Items] | |||
Stock offering expenses | $ 0.1 | ||
Common stock | |||
Class of Stock [Line Items] | |||
Shares converted (in shares) | 35,793,483 | 35,793,483 | |
Common stock | IPO | |||
Class of Stock [Line Items] | |||
Shares issued and sold (in shares) | 7,500,000 | ||
Public offering price per share (in USD per share) | $ 32 | ||
Proceeds from public offering | $ 223.2 | ||
Common stock | Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Shares issued and sold (in shares) | 550,000 | 500,000 | |
Common stock | Secondary Public Offering | |||
Class of Stock [Line Items] | |||
Shares issued and sold (in shares) | 6,050,000 | ||
Public offering price per share (in USD per share) | $ 53 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Income Tax Contingency [Line Items] | |||||
Severance costs | $ 700,000 | ||||
Charge to allowance for credit losses | $ 1,000,000 | ||||
Write-offs/adjustments | (500,000) | ||||
Recoveries | (200,000) | ||||
Allowance for credit loss | $ 1,200,000 | $ 900,000 | |||
Extinguished debt, deferred financing costs | $ 200,000 | ||||
Number of reportable segments | segment | 1 | ||||
Advertising expense | $ 400,000 | 300,000 | |||
Unrecognized tax benefits, penalties and interest recognized | 0 | 0 | |||
Unrecognized tax benefits, penalties and interest accrued | $ 0 | $ 0 | |||
TEXAS | |||||
Income Tax Contingency [Line Items] | |||||
Tax refunds, sales and use tax | $ 1,100,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment Useful Life (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Capitalized internal-use software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 1,600,000 | $ 1,400,000 | |
Deferred revenue recognized | $ 1,600,000 | 1,400,000 | |
Current deferred revenue | 2,175,000 | 1,642,000 | |
Noncurrent deferred revenue | 0 | 0 | |
Contract assets | 3,200,000 | $ 1,500,000 | |
Remaining performance obligation | 17,400,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligation | $ 9,600,000 | ||
Remaining performance obligation, expected timing of satisfaction | 12 months | ||
Revenue Benchmark | Product Concentration Risk | Usage Based Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 89.00% | 86.00% | |
Revenue Benchmark | Product Concentration Risk | Subscription Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 11.00% | 14.00% |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 9,007 | $ 6,279 |
Less: accumulated depreciation and amortization | (3,672) | (2,406) |
Property and equipment, net | 5,335 | 3,873 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,079 | 2,261 |
Capitalized internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,168 | 3,259 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 111 | 111 |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 649 | $ 648 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1,600,000 | $ 1,600,000 |
Capitalized internal-use software, amortization | 700,000 | 500,000 |
Capitalized internal-use software | 1,900,000 | 1,400,000 |
Capitalized internal-use software, unamortized | 4,000,000 | 2,800,000 |
Capitalized internal-use software, impairment | $ 0 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2021lease |
Leases [Abstract] | |
Number of long term leases | 1 |
Remaining lease term | 10 months |
Number of short term leases | 0 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 1,062 |
Finance lease cost | |
Depreciation expense | 77 |
Interest on lease liability | 9 |
Short-term lease cost | |
Lease expense | 26 |
Total lease cost | $ 1,174 |
Leases - Lease Asset and Liabil
Leases - Lease Asset and Liability Classification (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease assets | $ 864 | $ 1,850 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | |
Finance lease assets | $ 183 | |
Total leased assets | 1,047 | |
Current operating lease liability | 890 | 1,018 |
Current finance lease liability | 99 | 112 |
Noncurrent operating lease liability | 0 | 890 |
Noncurrent finance lease liability | 0 | $ 99 |
Total lease liabilities | $ 989 |
Leases - Remaining Lease Term a
Leases - Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2021 |
Leases [Abstract] | |
Remaining lease term | 10 months |
Weighted average discount rate, operating lease | 5.25% |
Weighted average discount rate, finance lease | 5.88% |
Operating Segment and Geograp_3
Operating Segment and Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 114,342 | $ 68,444 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 107,084 | 66,718 |
All other countries | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 7,258 | $ 1,726 |
Debt and Related Warrants (Deta
Debt and Related Warrants (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Nov. 30, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2018 | |
Line of Credit Facility [Line Items] | |||||||||
Proceeds from exercise of warrants | $ 100,000 | $ 146,000 | $ 0 | ||||||
Proceeds from debt | 0 | 23,302,000 | |||||||
Repayments of debt | $ 0 | $ 23,302,000 | |||||||
Extinguished debt, deferred financing costs | $ 200,000 | ||||||||
Other Operating Expense | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Extinguished debt, deferred financing costs | $ 200,000 | ||||||||
Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Proceeds from debt | $ 17,000,000 | ||||||||
Repayments of debt | $ 17,000,000 | ||||||||
Loan and Security Agreement | Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 18,000,000 | ||||||||
Second Amended and Restated Loan and Security Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Warrants granted to purchase (in shares) | 49,869 | 49,869 | |||||||
Warrants outstanding, term | 10 years | 10 years | |||||||
Second Amended and Restated Loan and Security Agreement | Minimum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Exercise price of warrants or rights (in dollars per share) | $ 0.525 | $ 0.525 | |||||||
Second Amended and Restated Loan and Security Agreement | Maximum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Exercise price of warrants or rights (in dollars per share) | $ 10.80 | $ 10.80 | |||||||
Second Amended and Restated Loan and Security Agreement | Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 40,000,000 | $ 40,000,000 | |||||||
Debt instrument, covenant, liquidity amount | $ 5,000,000 | 5,000,000 | |||||||
Debt instrument, covenant, adjusted EBITDA burn, term | 6 months | ||||||||
Debt instrument, covenant, adjusted EBITDA burn, amount outstanding | $ 18,000,000 | $ 18,000,000 | |||||||
Debt instrument, basis spread on variable rate | 0.25% | ||||||||
Unused commitment fee percentage | 0.25% | ||||||||
Second Amended and Restated Loan and Security Agreement | Revolving Credit Facility | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||
Paycheck Protection Program ("PPP") | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Repayments of debt | $ 6,300,000 | ||||||||
Debt instrument, face amount | $ 6,300,000 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Other Commitments [Line Items] | |
Remaining lease term | 10 months |
Minimum | |
Other Commitments [Line Items] | |
Term of contract | 1 year |
Maximum | |
Other Commitments [Line Items] | |
Term of contract | 4 years |
Commitment and Contingencies _2
Commitment and Contingencies - Contractual Obligation, Maturity (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 18,803 |
2023 | 18,403 |
2024 | 18,054 |
2025 | 18,000 |
Thereafter | 0 |
Total | $ 73,260 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Details) | Jul. 23, 2021shares | Jul. 21, 2021shares | Dec. 31, 2020seriesshares | Dec. 31, 2021shares | Dec. 31, 2019shares |
Temporary Equity [Line Items] | |||||
Number of outstanding series | series | 6 | ||||
Redeemable convertible preferred stock, issued (in shares) | 35,793,000 | 0 | |||
Redeemable convertible preferred stock, outstanding (in shares) | 35,793,000 | 0 | 31,755,000 | ||
Common stock | |||||
Temporary Equity [Line Items] | |||||
Shares converted (in shares) | 35,793,483 | 35,793,483 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future issuance (in shares) | 5,100,000 | |
Stock-based compensation costs | $ 5.7 | $ 2 |
Aggregate intrinsic value of options exercised | 33.6 | 1.9 |
Unrecognized compensation costs | $ 3.2 | $ 3.7 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Term of options granted | 10 years | |
Vesting period | 4 years | |
Percentage of awards vesting each year | 25.00% | |
Weighted-average expected recognition period | 2 years 5 months 8 days | 2 years 3 months 3 days |
Expected dividend rate | 0.00% | 0.00% |
Restricted stock awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 3.7 | $ 0.9 |
Weighted-average expected recognition period | 3 years 3 months 25 days | 2 years 1 month 24 days |
Grants in period (in shares) | 200,000 | 0 |
Awards vested and released from right to repurchase (in shares) | 51,336 | 50,000 |
Awards cancelled (in shares) | 0 | 0 |
Weighted average estimated fair value of awards granted (in shares) | $ 18.70 | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Weighted-average expected recognition period | 3 years 7 months 2 days | |
Grants in period (in shares) | 511,000 | |
Awards vested and released from right to repurchase (in shares) | 15,000 | |
Weighted average estimated fair value of awards granted (in shares) | $ 46.97 | |
Unrecognized stock-based compensation | $ 21 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of shares | |||
Options outstanding at beginning of period (in shares) | 3,305 | 3,486 | |
Options granted (in shares) | 537 | 362 | |
Options exercised (in shares) | (1,033) | (215) | |
Options forfeited and cancelled (in shares) | (249) | (328) | |
Options outstanding at end of period (in shares) | 2,560 | 3,305 | 3,486 |
Options vested and exercisable (in shares) | 1,700 | ||
Weighted-average exercise price per share | |||
Weighted-average exercise price of options outstanding at beginning of period (in USD per share) | $ 3.86 | $ 3.47 | |
Weighted-average exercise price of options granted (in USD per share) | 18.70 | 9.07 | |
Weighted-average exercise price of options exercised (in USD per share) | 2.21 | 2.08 | |
Weighted-average exercise price of options forfeited and cancelled (in USD per share) | 7.43 | 6.72 | |
Weighted-average exercise price of options outstanding at end of period (in USD per share) | 7.29 | $ 3.86 | $ 3.47 |
Weighted-average exercise price of options vested and exercisable (in USD per share) | $ 3.61 | ||
Weighted-average remaining contractual life of options outstanding (in years) | 5 years 5 months 15 days | 7 years 2 months 15 days | 8 years 25 days |
Weighted-average remaining contractual life of options vested and exercisable (in years) | 5 years 2 months 15 days | ||
Aggregate intrinsic value of options outstanding | $ 72,875 | $ 22,952 | $ 18,568 |
Aggregate intrinsic value of options vested and exercisable | $ 53,610 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Restricted Stock Unity Activity (Details) - Restricted stock units $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Number of Shares | |
Unvested and outstanding, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 511 |
Vested (in shares) | shares | (15) |
Forfeited and cancelled (in shares) | shares | (27) |
Unvested and outstanding, ending balance (in shares) | shares | 469 |
Weighted-average fair value | |
Unvested and outstanding, beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 46.97 |
Vested (in dollars per share) | $ / shares | 44.51 |
Forfeited and cancelled (in dollars per share) | $ / shares | 45.72 |
Unvested and outstanding, ending balance (in dollars per share) | $ / shares | $ 47.12 |
Aggregate intrinsic value | |
Unvested and outstanding as of December 31, 2021 | $ | $ 16,781 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Black-Scholes Assumptions (Details) - Stock options | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 0.80% | 0.40% |
Risk-free interest rate, maximum | 1.30% | 1.70% |
Weighted-average expected term of the options | 6 years 3 months | 6 years 3 months |
Expected dividend rate | 0.00% | 0.00% |
Expected volatility, minimum | 52.00% | 49.00% |
Expected volatility, maximum | 54.00% | 52.00% |
Income Taxes - Income before In
Income Taxes - Income before Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S | $ (24,553) | $ (22,952) |
Non-U.S. | 290 | 150 |
Loss from operations before income taxes | $ (24,263) | $ (22,802) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provisions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 45 | 42 |
Foreign | 34 | 47 |
Total current | 79 | 89 |
Deferred | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 2 | (18) |
Total deferred | 2 | (18) |
Provision for income taxes | $ 81 | $ 71 |
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 | ||
Net operating loss carryforwards | $ 31,046 | $ 23,433 |
Deferred expenses | 2,403 | 1,519 |
Lease liability | 232 | 542 |
Stock compensation | 1,140 | 393 |
Interest expense carryforwards | 70 | 71 |
Depreciation and amortization | 145 | 117 |
Total deferred tax assets | 35,036 | 26,075 |
Deferred tax liabilities | ||
Capitalized service costs | (1,077) | (732) |
Right-of-use asset | (225) | (474) |
Total deferred tax liabilities | (1,302) | (1,206) |
Net deferred tax asset before valuation allowance | 33,734 | 24,869 |
Less: valuation allowance | (33,716) | (24,850) |
Net deferred tax asset | $ 18 | $ 19 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||
Increase in valuation allowance | $ 8,900,000 | |
Unrecognized tax benefits | 0 | $ 0 |
Unrecognized tax benefits, penalties and interest | 0 | 0 |
Federal | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforward | 122,200,000 | 93,200,000 |
Federal | Tax Years Beginning After December 31, 2017 | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforward | 71,800,000 | |
State | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforward | $ 86,500,000 | $ 60,700,000 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax at U.S. statutory rate | 21.00% | 21.00% |
Effect of: | ||
Change in valuation allowance | (36.60%) | (25.20%) |
State taxes, net of federal benefit | 7.40% | 4.40% |
Permanent items | 7.70% | (0.50%) |
Other items | 0.10% | 0.00% |
Income tax provision effective rate | (0.40%) | (0.30%) |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Employer contributions | $ 0 | $ 0 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Computation Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (24,344) | $ (22,873) |
Less accretion of redeemable convertible preferred stock | (56) | (92) |
Loss applicable to common stockholders, basic | (24,400) | (22,965) |
Loss applicable to common stockholders, diluted | $ (24,400) | $ (22,965) |
Weighted-average shares used in computing net loss per share attributable to common shareholders, basic (in shares) | 33,208,000 | 13,171,000 |
Weighted-average shares used in computing net loss per share attributable to common shareholders, diluted (in shares) | 33,208,000 | 13,171,000 |
Net loss per share attributable to ordinary shareholders, basic (in USD per share) | $ (0.73) | $ (1.74) |
Net loss per share attributable to ordinary shareholders, diluted (in USD per share) | $ (0.73) | $ (1.74) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,313 | 39,314 |
Redeemable convertible preferred stock, as converted | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 35,793 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,581 | 3,358 |
Unvested restricted stock awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 263 | 113 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 469 | 0 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 50 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - Officer $ in Millions | 1 Months Ended |
Oct. 31, 2018USD ($) | |
Related Party Transaction [Line Items] | |
Loan to related party | $ 0.2 |
Interest rate on loan to related party | 2.83% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) shares in Thousands, $ in Thousands | Feb. 22, 2022 | Jan. 31, 2022 | Dec. 31, 2021 |
Restricted stock units | |||
Subsequent Event [Line Items] | |||
Grants in period (in shares) | 511 | ||
Unrecognized stock-based compensation | $ 21,000 | ||
Weighted-average expected recognition period | 3 years 7 months 2 days | ||
Subsequent Event | Congruity360, LLC | |||
Subsequent Event [Line Items] | |||
Payments to acquire business | $ 6,100 | ||
Contingent consideration, liability | $ 2,000 | ||
Subsequent Event | Restricted stock units | |||
Subsequent Event [Line Items] | |||
Grants in period (in shares) | 1,000 | ||
Unrecognized stock-based compensation | $ 32,500 | ||
Weighted-average expected recognition period | 4 years |