Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 30, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Entity Registrant Name | BigCommerce Holdings, Inc. | |
Entity Central Index Key | 0001626450 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity File Number | 001-39423 | |
Entity Tax Identification Number | 46-2707656 | |
Entity Address Address Line1 | 11305 Four Points DriveBuilding II, Suite 100 | |
Entity Address City Or Town | Austin | |
Entity Address State Or Province | TX | |
Entity Interactive Data Current | Yes | |
Entity Address Postal Zip Code | 78726 | |
City Area Code | 512 | |
Local Phone Number | 865-4500 | |
Entity Incorporation State Country Code | DE | |
Entity Common Stock, Shares Outstanding | 77,753,052 | |
Security12b Title | Series 1 common stock, $0.0001 par value per share | |
Trading Symbol | BIGC | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 133,088 | $ 71,719 |
Restricted cash | 1,120 | 1,126 |
Marketable securities | 142,712 | 198,415 |
Accounts receivable, net | 45,054 | 37,713 |
Prepaid expenses and other assets, net | 24,688 | 24,733 |
Deferred commissions | 9,119 | 8,280 |
Total current assets | 355,781 | 341,986 |
Property and equipment, net | 9,975 | 10,233 |
Operating lease, right-of-use-assets | 3,647 | 4,405 |
Prepaid expenses, net of current portion | 2,633 | 1,240 |
Deferred commissions, net of current portion | 6,408 | 7,056 |
Intangible assets, net | 22,133 | 27,052 |
Goodwill | 51,927 | 52,086 |
Total assets | 452,504 | 444,058 |
Current liabilities | ||
Accounts payable | 6,686 | 7,982 |
Accrued liabilities | 3,596 | 2,652 |
Deferred revenue | 42,417 | 32,242 |
Current portion of debt | 417 | 547 |
Current portion of operating lease liabilities | 2,424 | 2,542 |
Other current liabilities | 23,289 | 24,785 |
Total current liabilities | 78,829 | 70,750 |
Long-term portion of debt | 340,468 | 339,614 |
Operating lease liabilities, net of current portion | 6,393 | 7,610 |
Other long-term liabilities, net of current portion | 703 | 551 |
Total liabilities | 426,393 | 418,525 |
Stockholders’ equity | ||
Common stock | 7 | 7 |
Additional paid-in capital | 638,586 | 620,021 |
Accumulated other comprehensive gain (loss) | (177) | 163 |
Accumulated deficit | (612,305) | (594,658) |
Total stockholders’ equity | 26,111 | 25,533 |
Total liabilities and stockholders’ equity | $ 452,504 | $ 444,058 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Income Statement [Abstract] | |||||
Revenue | $ 81,829 | $ 75,443 | $ 162,189 | $ 147,200 | |
Cost of revenue | [1] | 19,811 | 18,756 | 38,250 | 36,202 |
Gross profit | 62,018 | 56,687 | 123,939 | 110,998 | |
Operating expenses: | |||||
Sales and marketing | [1] | 34,425 | 35,593 | 66,857 | 69,645 |
Research and development | [1] | 20,287 | 21,403 | 40,275 | 42,248 |
General and administrative | [1] | 15,436 | 14,428 | 30,365 | 30,922 |
Amortization of intangible assets | [1] | 2,452 | 2,033 | 4,919 | 4,066 |
Acquisition related costs | [1] | 334 | 4,125 | 667 | 8,250 |
Restructuring charges | [1] | 2,572 | 0 | 2,572 | 420 |
Total operating expenses | [1] | 75,506 | 77,582 | 145,655 | 155,551 |
Loss from operations | (13,488) | (20,895) | (21,716) | (44,553) | |
Interest income | 3,196 | 2,825 | 6,374 | 5,251 | |
Interest expense | (720) | (722) | (1,440) | (1,444) | |
Other expense | (111) | (63) | (443) | (32) | |
Loss before provision for income taxes | (11,123) | (18,855) | (17,225) | (40,778) | |
Provision for income taxes | (132) | (210) | (422) | (407) | |
Net loss | $ (11,255) | $ (19,065) | $ (17,647) | $ (41,185) | |
Basic net loss per share | $ (0.15) | $ (0.25) | $ (0.23) | $ (0.55) | |
Shares used to compute basic net loss per share | 77,456 | 74,790 | 77,041 | 74,468 | |
[1] Amounts include stock-based compensation expense and associated payroll tax costs, as follows: For the three months ended June 30, For the six months ended June 30, 2024 2023 2024 2023 Cost of revenue $ 1,028 $ 1,290 $ 1,684 $ 2,479 Sales and marketing 3,138 3,566 5,005 6,433 Research and development 3,273 3,943 6,749 7,446 General and administrative 2,582 2,573 5,174 5,652 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock-based compensation expense | $ 10,009 | $ 11,290 | $ 18,397 | $ 21,777 |
Cost of Revenue | ||||
Stock-based compensation expense | 1,028 | 1,290 | 1,684 | 2,479 |
Sales and Marketing | ||||
Stock-based compensation expense | 3,138 | 3,566 | 5,005 | 6,433 |
Research and Development | ||||
Stock-based compensation expense | 3,273 | 3,943 | 6,749 | 7,446 |
General and Administrative | ||||
Stock-based compensation expense | $ 2,582 | $ 2,573 | $ 5,174 | $ 5,652 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (11,255) | $ (19,065) | $ (17,647) | $ (41,185) |
Other comprehensive income (loss): | ||||
Net unrealized gain (loss) on marketable debt securities | (81) | (90) | (340) | 627 |
Total comprehensive loss | $ (11,336) | $ (19,155) | $ (17,987) | $ (40,558) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2022 | $ 45,672 | $ 7 | $ 576,851 | $ (529,987) | $ (1,199) |
Balance, shares at Dec. 31, 2022 | 73,945 | ||||
Proceeds from exercise of stock options | 1,103 | $ 0 | 1,103 | 0 | 0 |
Proceeds from exercise of stock options, shares | 246 | ||||
Release of restricted stock units | (1,419) | $ 0 | (1,419) | 0 | 0 |
Release of restricted stock units, shares | 396 | ||||
Stock-based compensation | 10,487 | $ 0 | 10,487 | 0 | 0 |
Total other comprehensive loss | 717 | 0 | 0 | 0 | 717 |
Net loss | (22,120) | 0 | 0 | (22,120) | 0 |
Balance at Mar. 31, 2023 | 34,440 | $ 7 | 587,022 | (552,107) | (482) |
Balance, shares at Mar. 31, 2023 | 74,587 | ||||
Balance at Dec. 31, 2022 | 45,672 | $ 7 | 576,851 | (529,987) | (1,199) |
Balance, shares at Dec. 31, 2022 | 73,945 | ||||
Net loss | (41,185) | ||||
Balance at Jun. 30, 2023 | 26,920 | $ 7 | 598,657 | (571,172) | (572) |
Balance, shares at Jun. 30, 2023 | 75,104 | ||||
Balance at Mar. 31, 2023 | 34,440 | $ 7 | 587,022 | (552,107) | (482) |
Balance, shares at Mar. 31, 2023 | 74,587 | ||||
Proceeds from exercise of stock options | 1,156 | $ 0 | 1,156 | 0 | 0 |
Proceeds from exercise of stock options, shares | 163 | ||||
Release of restricted stock units | (811) | $ 0 | (811) | 0 | 0 |
Release of restricted stock units, shares | 354 | ||||
Stock-based compensation | 11,290 | $ 0 | 11,290 | 0 | 0 |
Total other comprehensive loss | (90) | 0 | 0 | 0 | (90) |
Net loss | (19,065) | 0 | 0 | (19,065) | 0 |
Balance at Jun. 30, 2023 | 26,920 | $ 7 | 598,657 | (571,172) | (572) |
Balance, shares at Jun. 30, 2023 | 75,104 | ||||
Balance at Dec. 31, 2023 | 25,533 | $ 7 | 620,021 | (594,658) | 163 |
Balance, shares at Dec. 31, 2023 | 76,410 | ||||
Proceeds from exercise of stock options | 974 | $ 0 | 974 | 0 | 0 |
Proceeds from exercise of stock options, shares | 308 | ||||
Release of restricted stock units | (1,325) | $ 0 | (1,325) | 0 | 0 |
Release of restricted stock units, shares | 507 | ||||
Stock-based compensation | 8,388 | $ 0 | 8,388 | 0 | 0 |
Total other comprehensive loss | (259) | 0 | 0 | 0 | (259) |
Net loss | (6,392) | 0 | 0 | (6,392) | 0 |
Balance at Mar. 31, 2024 | 26,919 | $ 7 | 628,058 | (601,050) | (96) |
Balance, shares at Mar. 31, 2024 | 77,225 | ||||
Balance at Dec. 31, 2023 | $ 25,533 | $ 7 | 620,021 | (594,658) | 163 |
Balance, shares at Dec. 31, 2023 | 76,410 | ||||
Proceeds from exercise of stock options, shares | 385 | ||||
Net loss | $ (17,647) | ||||
Balance at Jun. 30, 2024 | 26,111 | $ 7 | 638,586 | (612,305) | (177) |
Balance, shares at Jun. 30, 2024 | 77,740 | ||||
Balance at Mar. 31, 2024 | 26,919 | $ 7 | 628,058 | (601,050) | (96) |
Balance, shares at Mar. 31, 2024 | 77,225 | ||||
Proceeds from exercise of stock options | 271 | $ 0 | 271 | 0 | 0 |
Proceeds from exercise of stock options, shares | 77 | ||||
Release of restricted stock units | 0 | $ 0 | 0 | 0 | 0 |
Release of restricted stock units, shares | 397 | ||||
Issuance of common stock as consideration for an acquisition | 248 | $ 0 | 248 | 0 | 0 |
Issuance of common stock as consideration for an acquisition, shares | 41 | ||||
Stock-based compensation | 10,009 | $ 0 | 10,009 | 0 | 0 |
Total other comprehensive loss | (81) | 0 | 0 | 0 | (81) |
Net loss | (11,255) | 0 | 0 | (11,255) | 0 |
Balance at Jun. 30, 2024 | $ 26,111 | $ 7 | $ 638,586 | $ (612,305) | $ (177) |
Balance, shares at Jun. 30, 2024 | 77,740 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities | ||||
Net loss | $ (11,255) | $ (19,065) | $ (17,647) | $ (41,185) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization expense | 3,512 | 2,940 | 6,998 | 5,844 |
Amortization of discount on debt | 497 | 494 | 994 | 987 |
Stock-based compensation expense | 10,009 | 11,290 | 18,397 | 21,777 |
Provision for expected credit losses | 850 | 433 | 1,713 | 1,508 |
Other | (37) | 0 | (37) | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (6,790) | 6,425 | (9,378) | (1,760) |
Prepaid expenses | 3,935 | 751 | (1,025) | (3,484) |
Deferred commissions | (402) | (821) | (191) | (772) |
Accounts payable | (356) | (1,023) | (1,245) | (528) |
Accrued and other liabilities | 4,168 | 7,027 | (433) | 2,105 |
Deferred revenue | 7,607 | 6,292 | 10,175 | 9,415 |
Net cash provided by (used in) operating activities | 11,738 | 14,743 | 8,321 | (6,093) |
Cash flows from investing activities: | ||||
Cash paid for acquisition | (100) | 0 | (100) | 0 |
Purchase of property and equipment | (1,064) | (1,017) | (1,870) | (2,080) |
Maturity of marketable securities | 62,525 | 83,643 | 91,965 | 123,072 |
Purchase of marketable securities | (1,037) | (85,351) | (36,602) | (133,394) |
Net cash provided by (used in) investing activities | 60,324 | (2,725) | 53,393 | (12,402) |
Cash flows from financing activities: | ||||
Proceeds from exercise of stock options | 271 | 1,156 | 1,245 | 2,245 |
Taxes paid related to net share settlement of stock options | 0 | (811) | (1,325) | (2,230) |
Proceeds from financing obligation | 0 | 1,081 | 0 | 1,081 |
Repayment of debt | (137) | 0 | (271) | 0 |
Net cash provided by (used in) financing activities | 134 | 1,426 | (351) | 1,096 |
Net change in cash and cash equivalents and restricted cash | 72,196 | 13,444 | 61,363 | (17,399) |
Cash and cash equivalents and restricted cash, beginning of period | 62,012 | 62,187 | 72,845 | 93,030 |
Cash and cash equivalents and restricted cash, end of period | 134,208 | 75,631 | 134,208 | 75,631 |
Supplemental cash flow information: | ||||
Cash paid for interest | 6 | 0 | 445 | 431 |
Cash paid for taxes | 42 | 60 | 182 | 212 |
Noncash investing and financing activities: | ||||
Capital additions, accrued but not paid | 117 | 125 | 117 | 190 |
Fair value of shares issued as consideration for acquisition | $ 248 | $ 0 | $ 248 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (11,255) | $ (6,392) | $ (19,065) | $ (22,120) | $ (17,647) | $ (41,185) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Overview
Overview | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview | 1. Overview BigCommerce Holdings, Inc. (the “Company”) is leading a new era of ecommerce. The Company’s software-as-a-service (“SaaS”) platform simplifies the creation of engaging online stores by delivering a unique combination of ease-of-use, enterprise functionality, and flexibility. The Company empowers both its customers’ branded ecommerce stores and their cross-channel connections to popular online marketplaces, social networks, and offline point-of-sale systems. The Company empowers businesses to turn digital transformation into a competitive advantage, and allows merchants to build their ecommerce solution their way with the flexibility to fit their unique business and product offerings. The Company provides a comprehensive platform for launching and scaling an ecommerce operation, including store design, catalog management, hosting, checkout, order management, reporting, and pre-integration into third-party services like payments, shipping, and accounting. All of the Company’s stores run on a single code base and share a global, multi-tenant architecture purpose built for security, high performance, and innovation. The Company’s platform serves stores in a wide variety of sizes, product categories, and purchase types, including business-to-consumer and business-to-business. References in these condensed consolidated financial statements to “we”, “us”, “our”, the “Company”, or “BigCommerce” refer to BigCommerce Holdings, Inc. and its subsidiaries, unless otherwise stated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies Basis of presentation The accompanying condensed unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. In the opinion of management, the accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2023, which are included in the Company's Annual Report on Form 10-K, filed with the SEC on February 29, 2024. The results of operations for the three and six months ended June 30, 2024 , are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any other period. Basis of consolidation The accompanying condensed consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. References to “fiscal 2024,” for example, refer to the fiscal year ended December 31, 2024. Use of estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Significant estimates and assumptions made by management in these consolidated financial statements include: • the allowance for credit losses; • constrained revenue; • variable consideration for revenue recognition; • the period of benefit associated with costs capitalized to obtain revenue contracts; • the useful lives of intangible assets; and • the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions; Because of the use of estimates inherent in financial reporting process actual results could differ and the differences could be material to the Company’s consolidated financial statements. Recent accounting pronouncements not yet adopted ASU 2023-07, Segment Reporting (Topic 280) In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires all public entities, including those public entities that have a single reportable segment to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the individual or the name of the group or committee identified as the chief operating decision maker (“CODM”). ASU 2023-07 is effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact this standard will have on the Company’s but does not expect it to have a material impact on the consolidated financial statements. ASU 2023-09, Income Taxes (Topic 740) In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires all entities to provide more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this Update also eliminate requirements such as (1) the disclosure of the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months, (2) or making a statement that an estimate of the range cannot be made, and (3) the disclosure of the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures. Lastly, the amendments in this Update replace the term ‘public entity’ as currently used in Topic 740 with the term ‘public business entity’. ASU 2023-09 is effective for the Company’s fiscal years beginning after December 15, 2024. The Company is currently assessing the impact this standard will have on the Company but does not expect it to have a material impact on the consolidated financial statements. Other accounting standard updates effective for interim and annual periods beginning after December 31, 2023 are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Segments The Company’s CODM is the chief executive officer. The Company’s chief executive officer reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Accordingly, the Company has determined that it operates as a single operating and reportable segment. Revenue recognition Subscription solutions Subscription solutions revenue consists primarily of platform subscription fees from all plans and recurring professional services. Subscription solutions are charged monthly, quarterly, or annually for the Company’s customers to sell their products and process transactions on the Company’s platform. Subscription solutions are generally charged per online store and are based on the store’s subscription plan. Monthly subscription fees for enterprise plans are adjusted if a customer’s gross merchandise volume (“GMV”) or orders processed are above specified plan thresholds on a trailing twelve-month basis. For most subscription solutions arrangements, excluding enterprise subscription plans, the Company has determined the Company meets the variable consideration allocation exception and, therefore, recognizes fixed monthly fees or a pro-rata portion of quarterly or annual fees and any transaction fees as revenue in the month they are earned. During fiscal year 2023, the Company adopted a new pricing structure that provided a discount to the contractual price for customers who pay quarterly or annually. Prior to this date, enterprise subscription plans included an upfront promotional period in order to incentivize the customer to enter into a subscription arrangement. In both of these scenarios, the total subscription fee is recognized on a straight-line basis over the term of the contract. In determining the amount of revenue to be recognized, the Company determines whether collection of the entire transaction price is probable. Only amounts deemed probable are recognized as revenue. Key factors in this determination are historical contract termination rates and general economic factors. Subscription revenue includes revenue from Feedonomics. Feedonomics provides a technology platform and related services that enables online retailers and other sellers to automate online listings of the sellers’ information across multiple third-party marketplaces and advertisers (such as Amazon, Google, Facebook, etc.). The Company provides these services under service contracts which are generally one year or less, and in many cases month-to-month. These service types may be sold stand-alone or as part of a multi-service bundle (e.g. both marketplaces and advertising). Services are performed and fees are determined based on monthly usage and are billed in arrears. Professional services, which primarily consist of education packages, launch services, solutions architecting, implementation consulting, and catalog transfer services, are generally billed and recognized as revenue when delivered. Contracts with the Company’s retail customers are generally month-to-month, while contracts with the Company’s enterprise customers generally range from one to three years . Contracts are typically non-cancelable and do not contain refund-type provisions. Revenue is presented net of sales tax and other taxes the Company collects on behalf of governmental authorities. Partner and services The Company’s partner and services revenue includes revenue share, partner technology integrations, and marketing services provided to partners. Revenue share relates to fees earned by the Company’s partners from customers using the Company’s platform, where the Company has an arrangement with such partners to share such fees as they occur. Revenue share is recognized at the time the earning activity is complete, which is generally monthly and variable based on customer usage on the platform. Revenue for partner technology integrations is recorded on a straight-line basis over the life of the contract commencing when the integration has been completed. Revenue for marketing services are recognized either at the time the earning activity is complete, or ratably over the length of the contract, depending on the nature of the obligations in the contract. Payments received in advance of services being rendered are recorded as deferred revenue and recognized when the obligation is completed. The Company also derives revenue from the sales of website themes and applications upon delivery. The Company recognizes partner revenue share on a net basis as the Company has determined that the Company is the agent in the Company’s arrangements with third-party application providers. All other revenue is recognized on a gross basis, as the Company has determined the Company is the principal in these arrangements. Contracts with multiple performance obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company’s subscription contracts are generally comprised of a single performance obligation to provide access to the Company’s platform, but can include additional performance obligations. For contracts with multiple performance obligations where the contracted price differs from the standalone selling price (“SSP”) for any distinct good or service, the Company may be required to allocate the contract’s transaction price to each performance obligation using the Company’s best estimate of SSP. Judgment is required to determine the SSP for each distinct performance obligation. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The primary method used to estimate SSP is the observable prices of products or services sold or priced separately in comparable circumstances to similar customers. Contracts with the Company’s technology solution partners may include multiple performance obligations, which can include integrations and marketing activities. In determining whether integration services are distinct from hosting services the Company considers various factors. These considerations include the level of integration, interdependency, and interrelation between the implementation and hosting services. The Company has concluded that the integration services included in contracts with hosting obligations are not distinct. As a result, the Company defers any arrangement fees for integration services and recognize such amounts over the life of the hosting obligation commencing when the integration has been completed. To determine if marketing activities are distinct, the Company considers the nature of the promise in the contract, the timing of payment, and the partner expectations. Additional consideration for some partner contracts varies based on the level of customer activity on the platform. Certain agreements contain minimum guarantees of revenue share. These contracts are evaluated to determine if the guaranteed minimum is substantive. If the minimum is deemed substantive, revenue is recognized ratably over the life of the agreement. For most of the Company’s contracts, the Company has determined the variable consideration allocation exception has been met and therefore variable fees are recognized in the period they are earned. The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, contract assets, and deferred revenue. Contract assets Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in contract assets. Contract assets are recorded on the condensed consolidated balance sheets at the end of each reporting period in Prepaid expenses and other assets, net. Typically, contract assets arise from agreements that have tiered billings over the contract life, promotional billing periods, and partner and services revenue agreements that include substantive minimums. Net contract assets were $ 11.5 million as of June 30, 2024 as compared to $ 11.9 million as of December 31, 2023. The Company is exposed to credit losses primarily through sales of products and services to customers and partners. The Company assesses the collectability of outstanding contract assets on an ongoing basis and maintain a reserve which is included in the allowance for credit losses for contract assets deemed uncollectible. The Company analyzes the contract asset portfolio for significant risks by considering historical collection experience and forecasting future collectability to determine what will ultimately be collected from its customers and partners, delinquency level and customer type have been identified as the primary specific risk affecting the Company’s contract assets, and the estimate for losses is analyzed annually and adjusted as necessary. The Company has provisioned $ 1.1 million and $ 1.5 million for credit losses related to contract assets as of June 30, 2024 and December 31, 2023, respectively. Deferred revenue Deferred revenue primarily consists of amounts that have been received from customers in advance of the performance obligation being satisfied. The Company recognizes revenue from deferred revenue when the services are performed and the corresponding revenue recognition criteria are met. Amounts recognized from deferred revenue represent primarily revenue from the sale of subscription solutions, integration, and marketing services. The Company recognized $ 6.6 million and $ 22.5 million of previously deferred revenue during the three and six months ended June 30, 2024. Remaining performance obligation As of June 30, 2024 , the Company had $ 182.0 million of remaining performance obligations, which represents contracted revenue minimums that have not yet been recognized, including amounts that will be invoiced and recognized as revenue in future periods. Remaining performance obligation is subject to future economic risks, including bankruptcies, regulatory changes and other market factors. The Company expects to recognize approximately 60 percent of the remaining performance obligations as revenue in the following 12 month period, and the remaining balance in the periods thereafter. Remaining performance obligation consisted of the following: (in thousands) Current Noncurrent Total As of June 30, 2024 $ 110,486 $ 71,524 $ 182,010 As of June 30, 2023 80,171 53,077 133,248 Cost of revenue Cost of revenue consists primarily of personnel-related costs, including: stock-based compensation expenses for customer support and professional services personnel; costs of maintaining and securing infrastructure and platform; allocation of overhead costs and credit card processing fees; and amortization expense associated with capitalized internal-use software. Accounts receivable Accounts receivable are stated at net realizable value and include both billed and unbilled receivables. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms range from due immediately to due within 90 day s. The accounts receivable balance at June 30, 2024 and December 31, 2023 included unbilled receivables of $ 10.5 million, and $ 11.0 million, respectively. The Company assesses the collectability of outstanding accounts receivable on an ongoing basis and maintains an allowance for credit losses for accounts receivable deemed uncollectible. The Company analyzes grouped customers by similar risk profiles, along with the invoiced accounts receivable portfolio and unbilled accounts receivable for significant risks, historical collection activity, and an estimate of future collectability to determine the amount that the Company will ultimately collect. This estimate is analyzed annually and adjusted as necessary. Identified risks pertaining to the Company’s invoiced accounts receivable include the delinquency level and customer type. The estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances, historical customer delinquency, and assessment of the overall portfolio and general economic conditions. The allowance for credit losses consisted of the following: (in thousands) Balance at December 31, 2023 $ 5,997 Provision for expected credit losses 863 Write-offs charged against the allowance ( 821 ) Balance at March 31, 2024 $ 6,039 Provision for expected credit losses 850 Write-offs charged against the allowance ( 1,200 ) Balance at June 30, 2024 $ 5,689 Stock-based compensation The Company issues stock options, restricted stock units (“RSUs”) and performance based restricted stock units (“PSUs”) to employees. The Company values stock options using the Black-Scholes option-pricing model at the date of grant and recognizes the related stock-based compensation expense on a straight-line basis over the service period, net of estimated forfeitures, which is typically four years . The Company values RSUs at the closing market price on the date of grate. RSUs typically vest in equal installments over a four-year period, subject to continued service, and compensation expense is recognized straight-line over the requisite service period, net of estimated forfeitures. The Company grants PSUs which provide for shares of common stock to be earned based on the Company's total stockholder return compared to the Russell 2000 index, and referred to as market-based awards. The Company values these market-based awards on the grant date using the Monte Carlo simulation model. The determination of fair value is affected by the Company's stock price and a number of assumptions including the expected volatility and the risk-free interest rate. The Company assumes no dividend yield and recognizes stock-based compensation expense ratably from grant date over the performance period of the award. The market-based awards will cliff-vest at the end of the three-year period ranging from 0 percent to 200 percent of the target number of PSUs granted. The Company also grants PSUs which provide for shares of common stock to be earned based on its attainment of the Company's adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA” ) and revenue relative to a target specified in the applicable agreement, and are referred to as Company performance-based awards. The Company values these awards at the closing market price on the date of grant. The vesting of Company performance-based awards is conditioned upon the achievement of certain targets and will vest in three annual tranches in a percentage of the target number of shares between 0 percent to 200 percent. The Company recognizes stock-based compensation expense over the performance period, if it is probable that the performance condition will be achieved. Adjustments to stock-based compensation expense are made, as needed, each reporting period based on changes in our estimate of the number of units that are probable of vesting. |
Revenue Recognition and Deferre
Revenue Recognition and Deferred Costs | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition and Deferred Costs | 3. Revenue recognition and deferred costs Revenue recognition The Company’s source of revenue consists of subscription solutions fees and partner and services fees. These services allow customers to access the Company’s hosted software over the contract period. The customer is not allowed to take possession of the software or transfer the software. The Company’s revenue arrangements do not contain general rights of refund in the event of cancellations. Disaggregation of revenue The following table disaggregates revenue by major source: Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Subscription solutions $ 61,796 $ 56,135 $ 122,755 $ 109,943 Partner and services 20,033 19,308 39,434 37,257 Revenue $ 81,829 $ 75,443 $ 162,189 $ 147,200 Revenue by geographic region was as follows: Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Revenue: Americas – United States $ 62,428 $ 57,546 $ 123,567 $ 112,355 Americas – other (1) 3,777 3,422 7,552 6,773 EMEA 9,281 8,649 18,473 16,633 APAC 6,343 5,826 12,597 11,439 Revenue $ 81,829 $ 75,443 $ 162,189 $ 147,200 (1) Americas-other revenue includes revenue from North and South America, other than the U.S. Revenue by geographical region is determined based on the region of the customers’ bill-to address. Revenue attributed to the United States was 76 percent and EMEA was 11 percent d uring the three and six months ended June 30, 2024 and 2023. No single country, other than the United States, represented more than ten percent of total revenue during the three and six months ended June 30, 2024 and 2023. Deferred commissions Certain sales commissions earned by the Company’s go-to-market teams are considered incremental and recoverable costs of obtaining a contract with a customer. The Company amortizes deferred sales commissions ratably over the average customer life which is three years . The Company includes amortization of deferred commissions in sales and marketing expense in the condensed consolidated statements of operations. The Company periodically reviews the carrying amount of deferred commissions to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did no t recognize an impairment of deferred commissions during the three and six months ended June 30, 2024 and the year ended December 31, 2023. Sales commissions o f $ 2.8 million and $ 2.5 million were deferred for the three months ended June 30, 2024 and 2023 , respectively; and $ 5.0 million and $ 4.2 million were deferred for the six months ended June 30, 2024 and 2023, respectively. Deferred commission amortization expense wa s $ 2.4 million and $ 1.7 million for the three months ended June 30, 2024 and 2023 , respectively; and $ 4.7 million an d $ 3.3 million for the six months ended June 30, 2024 and 2023 , respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair value Measurements | 4. Fair value measurements Financial instruments carried at fair value include cash and cash equivalents, restricted cash and marketable securities. The fair value of our convertible senior notes is included below for disclosure purposes only. For assets and liabilities measured at fair value, fair value is the price to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it would transact, and assumptions that market participants would use when pricing asset or liabilities. The accounting standard for fair value establishes a fair value hierarchy based on three levels of inputs, the first two of which are considered observable and the last unobservable. The standard requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as follows: • Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. • Level 2 – Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3 – Inputs are unobservable that are significant to the fair value of the asset or liability and are developed based on the best information available in the circumstances, which might include the Company’s data. The following table presents information about the Company’s cash equivalents, marketable securities and liabilities that were measured at fair value as of June 30, 2024 and December 31, 2023: As of June 30, 2024 (in thousands) Quoted Prices in Significant Other Significant Total Fair Value Cash equivalents (1) : Money market mutual funds & cash equivalents $ 97,897 $ 0 0 $ 97,897 Marketable securities: Corporate bonds 0 67,926 0 67,926 U.S. treasury securities 41,955 0 0 41,955 Commercial paper 0 9,911 0 9,911 Agency bonds 0 22,920 0 22,920 Total marketable securities $ 41,955 $ 100,757 $ 0 $ 142,712 Liabilities: Convertible senior notes due 2026 $ 0 $ 301,875 $ 0 $ 301,875 (1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets, in addition t o $ 36.3 million of cash, as of June 30, 2024 . As of December 31, 2023 (in thousands) Quoted Prices in Significant Other Significant Total Fair Value Cash equivalents (1) : Money market mutual funds & cash equivalents $ 39,754 $ 0 $ 0 $ 39,754 Marketable securities: Corporate bonds 0 64,545 0 64,545 U.S. treasury securities 48,138 0 0 48,138 Commercial paper 0 30,596 0 30,596 Agency bonds 0 55,136 0 55,136 Total marketable securities $ 48,138 $ 150,277 $ 0 $ 198,415 Liabilities: Convertible senior notes due 2026 $ 0 $ 280,658 $ 0 $ 280,658 (1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets, in addition t o $ 33.1 million of cash, as of December 31, 2023 . The contractual maturities of the investments classified as marketable securities were as follows: (in thousands) As of June 30, 2024 As of December 31, 2023 Due within 1 year $ 118,858 $ 183,132 Due in 1 year through 2 years 23,854 15,283 Total marketable securities $ 142,712 $ 198,415 The following tables summarize the gains, losses, and estimated fair value of cash equivalents, marketable securities and liabilities as of June 30, 2024 and December 31, 2023: As of June 30, 2024 (in thousands) Amortized Cost/ Principal amount Gross Gross Estimated Cash equivalents: Money market mutual funds & cash equivalents $ 97,897 $ 0 $ 0 $ 97,897 Marketable securities: Corporate bonds 67,977 13 ( 64 ) 67,926 U.S. treasury securities 42,050 0 ( 95 ) 41,955 Commercial paper 9,910 2 ( 1 ) 9,911 Agency bonds 22,946 0 ( 26 ) 22,920 Total marketable securities $ 142,883 $ 15 $ ( 186 ) $ 142,712 Liabilities: Convertible senior notes due 2026 $ 345,000 $ 0 $ 0 $ 301,875 As of December 31, 2023 (in thousands) Amortized Cost/ Principal amount Gross Gross Estimated Cash equivalents: Money market mutual funds & cash equivalents $ 39,754 $ 0 $ 0 $ 39,754 Marketable securities: Corporate bonds 64,421 157 ( 33 ) 64,545 U.S. treasury securities 48,061 86 ( 9 ) 48,138 Commercial paper 30,588 16 ( 8 ) 30,596 Agency bonds 55,182 24 ( 70 ) 55,136 Total marketable securities $ 198,252 $ 283 $ ( 120 ) $ 198,415 Liabilities: Convertible senior notes due 2026 $ 345,000 $ 0 $ 0 $ 280,658 |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
Business Combinations | 5. Business combinations Acquisition of Makeswift In October 2023, the Company acquired all issued and outstanding stock of Makeswift, Inc. (“Makeswift”) pursuant to a merger agreement. Makeswift is a leading visual editor for Next.js websites. The total purchase consideration for Makeswift was approximately $ 9.2 million which consisted of the following: (in thousands) Amount Base purchase price $ 11,000 plus: Closing cash 238 minus : Deferred compensation ( 2,000 ) Total purchase consideration (1) $ 9,238 (1) Of the total purchase consideration, $ 1.1 million of cash was held back by the Company for potential breaches of representation and warranties, as well as adjustments to working capital. During the six months ended June 30, 2024 , the Company dispersed $ 0.1 million related to the working capital hold back. The table below summarizes the fair value of the assets acquired and liabilities assumed in the Makeswift acquisition, at acquisition date: (in thousands) October 31, 2023 Tangible assets acquired $ 1,370 Right-of-use asset 147 Intangible assets acquired 7,890 Liabilities assumed ( 1,311 ) Deferred tax liability (1) ( 885 ) Lease liability ( 150 ) Net assets acquired, excluding goodwill $ 7,061 Total purchase consideration $ 9,238 Goodwill (1) $ 2,177 (1) Measurement period adjustments of $ 0.2 million recorded during the three months ended June 30, 2024 is primarily attributable to tax liabilities with a corresponding net decrease to goodwill. The measurement period adjustment was a result of the purchase price allocation finalization as the Company filed the Makeswift tax return for the period ended October 31, 2023 during the three months ended June 30, 2024 . The fair value of identifiable intangible assets acquired at the date of the acquisitions is as follows: (in thousands) Fair value Useful life (in years) Developed technology $ 6,600 5.0 Customer relationships 1,200 3.0 Tradename 90 5.0 Total acquisition-related intangible assets $ 7,890 The $ 2.2 m illion goodwill balance is primarily attributable to synergies and expanded market opportunities that are expected to be achieved from the integration of Makeswift with the Company’s offerings and assembled workforce. The goodwill balance is not deductible for income taxes purposes. As part of the Makeswift merger agreement, $ 2.0 million of the purchase consideration is subject to clawback if any of the key Makeswift employees voluntarily terminate their employment within 18 months after the closing date of the transaction. The $ 2.0 million is accounted for as compensation expense and therefore not included in the purchase consideration. The related compensation is recognized as post-combination expense over the 18 month service period on a straight-line basis. The Company incurre d $ 0.3 million and $ 0.7 million of compensation costs during the three and six months ended June 30, 2024, respectively. The Company has $ 1.1 million of unvested amounts of cash retention payments recorded in prepaid expenses and other current assets and other assets on the condensed consolidated balance sheet as of June 30, 2024 . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and intangible assets Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill amounts are not amortized but tested for impairment on an annual basis or more often when circumstances indicate that goodwill may not be recoverable. There was no impairment of goodwill as of June 30, 2024. Intangible assets are amortized on a straight-line basis over the useful life. Intangible assets amortization was $ 2.5 million and $ 2.0 million for the three months ended June 30, 2024 and 2023 , respectively and was $ 4.9 million and $ 4.1 million for the six months ended June 30, 2024 and 2023 , respectively. Intangible assets consists of the following: June 30, 2024 December 31, 2023 (in thousands) Gross amount Accumulated amortization Net carrying amount Gross amount Accumulated amortization Net carrying amount Weighted average remaining useful life as of June 30, 2024 (in years) Developed technology $ 19,967 $ ( 10,779 ) $ 9,188 $ 19,967 $ ( 8,401 ) $ 11,566 3.1 Customer relationship 23,725 ( 11,979 ) 11,746 23,725 ( 9,786 ) 13,939 2.8 Tradename 2,560 ( 1,464 ) 1,096 2,560 ( 1,208 ) 1,352 2.2 Non-compete agreement 162 ( 159 ) 3 162 ( 132 ) 30 0.1 Other intangibles 200 ( 100 ) 100 485 ( 320 ) 165 1.5 Total intangible assets $ 46,614 $ ( 24,481 ) $ 22,133 $ 46,899 $ ( 19,847 ) $ 27,052 As of June 30, 2024, expected amortization expense for intangible assets was as follows: (in thousands) June 30, 2024 Remaining six months of 2024 $ 4,816 2025 8,046 2026 5,100 2027 3,056 2028 1,115 Thereafter 0 Total $ 22,133 |
Commitments, Contingencies, and
Commitments, Contingencies, and Leases | 6 Months Ended |
Jun. 30, 2024 | |
Commitments Contingencies And Leases [Abstract] | |
Commitments, Contingencies, and Leases | 7. Commitments, contingencies, and leases Legal proceedings From time to time, the Company may become involved in legal proceedings arising in the ordinary course of its business. In general, the resolution of a legal matter could prevent the Company from offering its service to others, could be material to the Company’s financial condition or cash flows, or both, or could otherwise adversely affect the Company’s reputation and future operating results. In the ordinary course of business, the Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. The Company is not presently a party to any legal proceedings that, if determined adversely to the Company, would have a material adverse effect on the Company’s condensed consolidated financial statements. Purchase obligations The Company has contractual commitments for services with third-parties related to hosting and internal software systems. These commitments are non-cancellable and expire within one to three years . The Company had unconditional purchase obligations as of June 30, 2024 as follows: (in thousands) June 30, 2024 Remaining six months of 2024 $ 4,815 2025 16,902 2026 4,976 2027 and thereafter 0 Total $ 26,693 Leases The Company leases certain facilities under operating lease agreements that expire at various dates through 2028 . Some of these arrangements contain renewal options and require the Company to pay taxes, insurance and maintenance costs. Renewal options were not included in the right-of-use asset and lease liability calculation. As of June 30, 2024 , there were no finance leases. Operating expense relating to leases was $ 0.8 million and $ 0.7 million for the three months ended June 30, 2024 and 2023 , respectively, and was $ 1.3 million and $ 1.5 million for the six months ended June 30, 2024 and 2023, respectively. The future maturities of operating lease liabilities are as f ollows: (in thousands) As of June 30, 2024 Remaining six months of 2024 $ 1,428 2025 2,838 2026 2,555 2027 2,133 2028 718 Thereafter 0 Total minimum lease payments $ 9,672 Less imputed interest ( 855 ) Total lease liabilities $ 8,817 Restructuring charges The Company recognizes employee severance costs when payments are probable and amounts are estimable or when notification occurs, depending on whether the severance costs paid are part of the Company’s general plan. Facilities costs related to contracts or leases without future benefit are recognized at the earlier of the contract termination or the cease-use dates. Additionally, restructuring charges include considerations of various capital alternatives which include asset impairments, professional services, and other costs relating to significant items that are nonrecurring or unusual are recognized as incurred. In September 2023, the Company commenced a restructuring plan (the “2023 Restructure”) which includes a reduction of the Company’s workforce that is intended to advance the Company’s ongoing commitment to profitable growth. The 2023 Restructuring plan has substantially been completed as of June 30, 2024. For the three months ended June 30, 2024, the Company incurred approximately $ 2.6 million of restructuring charges primarily related to its capital structure and various alternatives associated with inbound inquiries and interest in the Company. These charges include such items as professional services and other related costs. The following table summarizes the activities related to restructuring charges as of June 30, 2024: (in thousands) Liability, as of December 31, 2023 $ 1,516 Additional charges 2,572 Payments ( 1,699 ) Liability, as of June 30, 2024 $ 2,389 |
Other Liabilities
Other Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 8. Other liabilities The following table summarizes the components of other current liabilities: As of June 30, As of December 31, (in thousands) 2024 2023 Sales tax payable $ 1,691 $ 1,632 Payroll and payroll related expenses 11,988 13,080 Acquisition related compensation 0 403 Restructuring related charges 1,961 1,516 Other 7,649 8,154 Other current liabilities $ 23,289 $ 24,785 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt 2026 Convertible Senior Notes In September 2021, the Company issued $ 345.0 million aggregate principal amount of 0.25 percent convertible senior notes due 2026 (t he “2026 Convertible Notes”). The 2026 Convertible Notes were issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The net proceeds from the sales of the 2026 Convertible Notes was approximately $ 335.0 million after deducting offering and issuance costs related to the 2026 Convertible Notes and before the 2021 Capped Call transactions, as described below. The 2026 Convertible Notes are the Company’s senior, unsecured obligations and accrue interest at a rate of 0.25 percent per annum, payable semi-annually in arrears on April 1 and October 1 of each year , beginning on April 1, 2022. The 2026 Convertible Notes will mature on October 1, 2026 , unless earlier converted, redeemed or repurchased by us. Before July 1, 2026, noteholders will have the right to convert their Notes only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on December 31, 2021, if the Last Reported Sale Price (as defined in the indenture for the 2026 Convertible Notes) per share of Common Stock (as defined in the indenture for the Notes) exceeds one hundred and thirty percent ( 130 percent) of the Conversion Price (as defined in the indenture for the 2026 Convertible Notes) for each of at least twenty ( 20 ) Trading Days (as defined in the indenture for the notes) (whether or not consecutive) during the thirty ( 30 ) consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter; (2) during the five (5) consecutive Business Days (as defined in the indenture for the 2026 Convertible Notes) immediately after any ten (10) consecutive Trading Day period (such ten (10) consecutive Trading Day period, the “Measurement Period”) if the Trading Price per $ 1,000 principal amount of Notes for each Trading Day of the Measurement Period was less than ninety-eight percent ( 98 percent) of the product of the Last Reported Sale Price per share of Common Stock on such Trading Day and the Conversion Rate (as defined in the indenture for the 2026 Convertible Notes) on such Trading Day; (3) if the Company calls any or all of the 2026 Convertible Notes for redemption, such Notes called for redemption may be converted any time prior to the close of business on the second business day immediately before the redemption date; or (4) upon the occurrence of specified corporate events. From and after July 1, 2026, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. As of June 30, 2024 and December 31, 2023, no conditions for the notes to convert have been called or met. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate for the 2026 Convertible Notes is 13.68 shares of common stock per $ 1,000 principal amount of 2026 Convertible Notes, which represents an initial conversion price of approximately $ 73.11 per share of common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events, such as distribution of stock dividends or stock splits. The Company may not redeem the 2026 Convertible Notes prior to October 7, 2024. The 2026 Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after October 7, 2024 and on or before the 25th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 percent of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. The redemption price will be a cash amount equal to the principal amount of the 2026 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date. Pursuant to the Partial Redemption Limitation (as defined in the indenture for the 2026 Convertible Notes), the company may not elect to redeem less than all of the outstanding Notes unless at least $ 150.0 million aggregate principal amount of Notes are outstanding and not subject to redemption as of the time the Company sends the related redemption notice. If a “fundamental change” (as defined in the indenture for the 2026 Convertible Notes) occurs, then, subject to a limited exception, noteholders may require the Company to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the 2026 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, up to, but excluding, the applicable repurchase date. In accounting for the issuance of the 2026 Convertible Notes, the Company recorded the 2026 Convertible Notes as a liability at face value. The effective interest rate for the 2026 Convertible Notes was 0.84 percent. Transaction costs of $ 10.0 million, attributable to the issuance of the 2026 Convertible Notes were recorded as a direct deduction from the related debt liability in the Consolidated Balance Sheet and are amortized to interest expense over the term of the 2026 Convertible Notes. The net carrying amount of the Company’s debt consists of the following: (in thousands) Date of Issuance Maturity Date Contractual Interest Rate Outstanding Principal as of June 30, 2024 Carrying Value as of June 30, 2024 Carrying Value as of December 31, 2023 2026 Convertible Senior Notes September 2021 10/1/2026 0.25 % $ 345,000 $ 340,468 $ 339,473 2023 Term Debt June 2023 3/1/2025 4.40 % 417 417 688 Total carrying value of debt 340,885 340,161 Less: current portion of debt ( 417 ) ( 547 ) Total long-term portion of debt $ 340,468 $ 339,614 The total interest expense recognized related to the Company’s debt consists of the following: Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Contractual interest expense $ 222 $ 228 $ 445 $ 457 Amortization of issuance costs 497 494 994 987 Total $ 719 $ 722 $ 1,439 $ 1,444 Lender fees that were paid upfront to the lenders and debt issuance fees paid to third parties are recorded as a discount to the carrying amount of debt and are being amortized to interest expense over the life of the debt. 2021 Capped Call Transactions In connection with the pricing of the 2026 Convertible Notes, the Company used $ 35.6 million of the net proceeds from the 2026 Convertible Notes to enter into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions are generally expected to reduce potential dilution to holders of the Company’s common stock upon any conversion of the 2026 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the 2026 Convertible Notes upon conversion of the 2026 Convertible Notes in the event that the market price per share of the Company’s common stock is greater than the strike price of the Capped Call Transactions with such reduction and/or offset subject to a cap. The Capped Call Transactions have an initial cap price of approximately $ 106.34 per share, which represents a premium of 100 percent over the last reported sale prices of the Company’s common stock of $ 53.17 per share on September 9, 2021, and is subject to certain adjustments under the terms of the Capped Call Transactions. Collectively, the Capped Call Transactions cover, initially, the number of shares of the Company’s common stock underlying the 2026 Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2026 Convertible Notes. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the Company’s common stock. The premiums paid for the Capped Call Transaction have been included as a net reduction to additional paid-in capital within stockholders’ equity. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ equity 2020 Equity incentive plan In 2020, the Company adopted the 2020 Equity Incentive Plan, or “2020 Plan”, under which stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based restricted stock units and other cash-based or stock-based awards may be granted to employees, consultants and directors. Shares of common stock that are issued and available for issuance under the 2020 Plan consist of authorized, but unissued or reacquired shares of common stock or any combination thereof. The Company has granted awards of stock options, restricted stock units, and market-based and performance-based restricted stock units under the 2020 Plan. A total of 3,873,885 shares of common stock were initially authorized and reserved for issuance under the 2020 Plan. This share reserve automatically increased on January 1, 2021, 2022, and 2023 and will increase on each subsequent January 1st through and including January 1, 2031, by an amount equal to the smaller of (a) 5 % of the number of shares of common stock issued and outstanding on the immediately preceding December 31 and (b) an amount determined by the board of directors. On January 1, 2024, 2023 and January 1, 2022 the share reserve increased by 3,820,681 shares, 3,695,569 shares and 3,616,312 shares, respectively. The Company registered an additional 9,548,587 shares on Form S-8 on May 9, 2024. As of June 30, 2024 , a total of 1,096,370 registered shares of common stock remain available for future issuance under the 2020 Plan. Stock options Stock options generally vest and become exercisable over a service period of 4 years from the date of grant, subject to continued service. The following table summarizes the weighted-average grant date value of options and the assumptions used to develop their fair value. Six months ended June 30, 2024 Weighted-average grant date fair value of options $ 4.54 Risk-free interest rate 4.10 % Expected volatility 64.53 % Expected life in years 6.10 years The Company estimated its future stock price volatility using a combination of its observed option-implied volatilities and its peer historical volatility calculations. Management believes this is the best estimate of the expected volatility over the expected life of its stock options. The estimated life for the stock options is based on the weighted average of the remaining vesting term and the remaining contractual life of each award. The risk-free interest rate is based on the rate for a U.S. government security with the same estimated life at the time of the option grant. The estimated forfeiture rate applied is based on historical forfeiture rates. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option pricing model. Stock option activity for the six months ended June 30, 2024 was as follows: (in thousands) Outstanding Weighted-Average Exercise Price Aggregate Intrinsic Value Balance as of December 31, 2023 5,109 $ 9.54 $ 20,571 Options granted under all plans 662 7.25 0 Exercised ( 385 ) 2.94 1,954 Plan shares expired or canceled ( 633 ) 16.12 20 Balance as of June 30, 2024 4,753 $ 8.88 $ 14,079 Vested and expected to vest 4,565 $ 8.85 $ 13,985 Exercisable as of June 30, 2024 3,456 $ 7.94 $ 13,543 The expected stock-based compensation expense remaining to be recognized as of June 30, 2024 is $ 7.4 million, which reflects outstanding stock option awards that are vested and outstanding stock option awards that are expected to vest. This expense will be recognized over a weighted-average period of 2.54 years. Restricted stock units Restricted stock unit activity for the six months ended June 30, 2024 was as follows: (in thousands) Outstanding Grant Date Fair Value Aggregate Intrinsic Value Balance as of December 31, 2023 6,725 $ 15.86 $ 65,436 Granted – restricted stock units 1,409 7.59 10,693 Granted – market-based and performance-based restricted stock units 400 8.91 2,901 Canceled ( 865 ) 14.31 6,178 Vested and converted to shares ( 1,094 ) $ 17.09 $ 8,413 Balance as of June 30, 2024 6,575 $ 13.36 $ 55,579 Vested and expected to vest 5,438 $ 14.05 $ 43,826 The grant date fair value of the market-based awards was $ 9.91 . Significant assumptions used in the Monte Carlo simulation model for the market-based awards granted are as follows: Six months ended June 30, 2024 Volatility 75.43 % Risk-free interest rate 4.31 % Dividend yield 0.00 % As of June 30, 2024 , no market-based or performance-based restricted stock units have been canceled or vested. Stock compensation expense recognized for the market-based and performance-based awards was $ 0.1 million and $ 0.3 million for the three months ended June 30, 2024 , respectively, and was $ 0.2 million and $ 0.3 million for the six months ended June 30, 2024, respectively. The aggregate expected stock-based compensation expense remaining to be recognized as of June 30, 2024 is $ 58.1 million related to RSUs, which reflects outstanding stock awards that are vested and outstanding stock awards that are expected to vest. This expense will be recognized over a weighted-average period of 2.34 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income taxes The income tax expense for the three and six months ended June 30, 2024 is based on the estimated annual effective tax rate for fiscal 2024. The Company’s provision for income taxes is based on estimated effective tax rates derived from an estimate of annual consolidated earnings before taxes, adjusted for nondeductible expenses, other permanent items, valuation allowances, and any applicable income tax credits. The Company’s provision for income taxes reflected an effective tax rate of ( 1.16 ) percent and ( 1.11 ) percent for the three months ended June 30, 2024 and 2023, respectively. For the six months ended June 30, 2024 and 2023, the Company had an effective tax rate of ( 2.45 ) percent and ( 1.00 ) percent, respectively. For the three and six months ended June 30, 2024 and 2023, the Company’s effective tax rate was lower than the U.S. federal statutory rate of 21 percent primarily due to the Company’s valuation allowance offsetting the benefits of losses. The Company’s current income tax expenses and benefits consist primarily of state current income tax expense, deferred income tax expense relating to the tax amortization of acquired goodwill and current income tax expense from foreign operations. The Company has provided a valuation allowance against most of the Company’s deferred tax assets as it believes the objective and verifiable evidence of the Company’s historical pretax net losses outweighs any positive evidence of forecasted future results. The Company will continue to monitor the positive and negative evidence and will adjust the valuation allowance as sufficient objective positive evidence becomes available. As of June 30, 2024, the Company had approxim ately $ 0.4 million in uncertain tax positions rep resenting no increase from the balance on December 31, 2023. Operating losses generated in years prior to 2019 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized. Tax years 2019 through 2021 generally remain open to examination by the major taxing jurisdictions to which the Company is subject. The Company is currently not under audit by any taxing jurisdiction. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 12 . Net loss per share Basic net loss per share is computed by dividing net loss by the number of shares of common stock outstanding for the period. Because the Company has reported a net loss for the three and six months ended June 30, 2024, and 2023, the number of shares used to calculate diluted net loss per share is the same as the number of shares used to calculate basic net loss per share for the period presented because the potentially dilutive shares would have been antidilutive if included in the calculation. Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Numerator: Net loss per share available to shareholders $ ( 11,255 ) $ ( 19,065 ) $ ( 17,647 ) $ ( 41,185 ) Denominator: Weighted average shares outstanding 77,456 $ 74,790 77,041 $ 74,468 Net loss per share $ ( 0.15 ) $ ( 0.25 ) $ ( 0.23 ) $ ( 0.55 ) The following potentially dilutive securities outstanding have been excluded from the computation of basic weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: As of June 30, (in thousands) 2024 2023 Stock options outstanding 4,753 5,688 Restricted stock units 6,575 6,689 Acquisition related compensation 0 89 Convertible debt 4,719 4,719 Total potentially dilutive securities 16,047 17,185 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | 13. Subsequent Event On August 1, 2024, the Company entered into a privately negotiated exchange agreement with a holder of the 2026 Convertible Notes. Pursuant to the agreement, in exchange for approximately $ 161.2 million of the 2026 Convertible Notes held by the holder, the Company agreed to issue the holder $ 150.0 million of its 7.5 percent convertible senior notes due 2028 (the “2028 Convertible Notes”). The 2028 Convertible Notes will be the Company’s unsecured obligations and accrue interest at a rate of 7.5 percent per annum, payable semi-annually in arrears on April 1 and October 1 of each year , beginning on October 1, 2024 . The 2028 Convertible Notes will mature on October 1, 2028 , unless earlier converted, redeemed or repurchased by the Company. The 2028 Notes will be convertible with an initial conversion rate of 62.5000 shares of common stock per $ 1,000 principal amount of Notes, which represents an initial conversion price of $ 16.00 per share of common stock, when certain conditions are met. Additionally, on August 1, 2024, the Company entered into separate, privately negotiated transactions with a limited number of holders of its outstanding 2026 Convertible Notes to repurchase approximately $ 120.6 million aggregate principal amount of the 2026 Convertible Notes for approximately $ 108.7 million of cash. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying condensed unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. In the opinion of management, the accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2023, which are included in the Company's Annual Report on Form 10-K, filed with the SEC on February 29, 2024. The results of operations for the three and six months ended June 30, 2024 , are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any other period. |
Basis of consolidation | Basis of consolidation The accompanying condensed consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. References to “fiscal 2024,” for example, refer to the fiscal year ended December 31, 2024. |
Use of estimates | Use of estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Significant estimates and assumptions made by management in these consolidated financial statements include: • the allowance for credit losses; • constrained revenue; • variable consideration for revenue recognition; • the period of benefit associated with costs capitalized to obtain revenue contracts; • the useful lives of intangible assets; and • the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions; Because of the use of estimates inherent in financial reporting process actual results could differ and the differences could be material to the Company’s consolidated financial statements. |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted ASU 2023-07, Segment Reporting (Topic 280) In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires all public entities, including those public entities that have a single reportable segment to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the individual or the name of the group or committee identified as the chief operating decision maker (“CODM”). ASU 2023-07 is effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact this standard will have on the Company’s but does not expect it to have a material impact on the consolidated financial statements. ASU 2023-09, Income Taxes (Topic 740) In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires all entities to provide more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this Update also eliminate requirements such as (1) the disclosure of the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months, (2) or making a statement that an estimate of the range cannot be made, and (3) the disclosure of the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures. Lastly, the amendments in this Update replace the term ‘public entity’ as currently used in Topic 740 with the term ‘public business entity’. ASU 2023-09 is effective for the Company’s fiscal years beginning after December 15, 2024. The Company is currently assessing the impact this standard will have on the Company but does not expect it to have a material impact on the consolidated financial statements. Other accounting standard updates effective for interim and annual periods beginning after December 31, 2023 are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Segments | Segments The Company’s CODM is the chief executive officer. The Company’s chief executive officer reviews the financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Accordingly, the Company has determined that it operates as a single operating and reportable segment. |
Revenue recognition | Revenue recognition Subscription solutions Subscription solutions revenue consists primarily of platform subscription fees from all plans and recurring professional services. Subscription solutions are charged monthly, quarterly, or annually for the Company’s customers to sell their products and process transactions on the Company’s platform. Subscription solutions are generally charged per online store and are based on the store’s subscription plan. Monthly subscription fees for enterprise plans are adjusted if a customer’s gross merchandise volume (“GMV”) or orders processed are above specified plan thresholds on a trailing twelve-month basis. For most subscription solutions arrangements, excluding enterprise subscription plans, the Company has determined the Company meets the variable consideration allocation exception and, therefore, recognizes fixed monthly fees or a pro-rata portion of quarterly or annual fees and any transaction fees as revenue in the month they are earned. During fiscal year 2023, the Company adopted a new pricing structure that provided a discount to the contractual price for customers who pay quarterly or annually. Prior to this date, enterprise subscription plans included an upfront promotional period in order to incentivize the customer to enter into a subscription arrangement. In both of these scenarios, the total subscription fee is recognized on a straight-line basis over the term of the contract. In determining the amount of revenue to be recognized, the Company determines whether collection of the entire transaction price is probable. Only amounts deemed probable are recognized as revenue. Key factors in this determination are historical contract termination rates and general economic factors. Subscription revenue includes revenue from Feedonomics. Feedonomics provides a technology platform and related services that enables online retailers and other sellers to automate online listings of the sellers’ information across multiple third-party marketplaces and advertisers (such as Amazon, Google, Facebook, etc.). The Company provides these services under service contracts which are generally one year or less, and in many cases month-to-month. These service types may be sold stand-alone or as part of a multi-service bundle (e.g. both marketplaces and advertising). Services are performed and fees are determined based on monthly usage and are billed in arrears. Professional services, which primarily consist of education packages, launch services, solutions architecting, implementation consulting, and catalog transfer services, are generally billed and recognized as revenue when delivered. Contracts with the Company’s retail customers are generally month-to-month, while contracts with the Company’s enterprise customers generally range from one to three years . Contracts are typically non-cancelable and do not contain refund-type provisions. Revenue is presented net of sales tax and other taxes the Company collects on behalf of governmental authorities. Partner and services The Company’s partner and services revenue includes revenue share, partner technology integrations, and marketing services provided to partners. Revenue share relates to fees earned by the Company’s partners from customers using the Company’s platform, where the Company has an arrangement with such partners to share such fees as they occur. Revenue share is recognized at the time the earning activity is complete, which is generally monthly and variable based on customer usage on the platform. Revenue for partner technology integrations is recorded on a straight-line basis over the life of the contract commencing when the integration has been completed. Revenue for marketing services are recognized either at the time the earning activity is complete, or ratably over the length of the contract, depending on the nature of the obligations in the contract. Payments received in advance of services being rendered are recorded as deferred revenue and recognized when the obligation is completed. The Company also derives revenue from the sales of website themes and applications upon delivery. The Company recognizes partner revenue share on a net basis as the Company has determined that the Company is the agent in the Company’s arrangements with third-party application providers. All other revenue is recognized on a gross basis, as the Company has determined the Company is the principal in these arrangements. Contracts with multiple performance obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company’s subscription contracts are generally comprised of a single performance obligation to provide access to the Company’s platform, but can include additional performance obligations. For contracts with multiple performance obligations where the contracted price differs from the standalone selling price (“SSP”) for any distinct good or service, the Company may be required to allocate the contract’s transaction price to each performance obligation using the Company’s best estimate of SSP. Judgment is required to determine the SSP for each distinct performance obligation. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The primary method used to estimate SSP is the observable prices of products or services sold or priced separately in comparable circumstances to similar customers. Contracts with the Company’s technology solution partners may include multiple performance obligations, which can include integrations and marketing activities. In determining whether integration services are distinct from hosting services the Company considers various factors. These considerations include the level of integration, interdependency, and interrelation between the implementation and hosting services. The Company has concluded that the integration services included in contracts with hosting obligations are not distinct. As a result, the Company defers any arrangement fees for integration services and recognize such amounts over the life of the hosting obligation commencing when the integration has been completed. To determine if marketing activities are distinct, the Company considers the nature of the promise in the contract, the timing of payment, and the partner expectations. Additional consideration for some partner contracts varies based on the level of customer activity on the platform. Certain agreements contain minimum guarantees of revenue share. These contracts are evaluated to determine if the guaranteed minimum is substantive. If the minimum is deemed substantive, revenue is recognized ratably over the life of the agreement. For most of the Company’s contracts, the Company has determined the variable consideration allocation exception has been met and therefore variable fees are recognized in the period they are earned. The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables, contract assets, and deferred revenue. Contract assets Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in contract assets. Contract assets are recorded on the condensed consolidated balance sheets at the end of each reporting period in Prepaid expenses and other assets, net. Typically, contract assets arise from agreements that have tiered billings over the contract life, promotional billing periods, and partner and services revenue agreements that include substantive minimums. Net contract assets were $ 11.5 million as of June 30, 2024 as compared to $ 11.9 million as of December 31, 2023. The Company is exposed to credit losses primarily through sales of products and services to customers and partners. The Company assesses the collectability of outstanding contract assets on an ongoing basis and maintain a reserve which is included in the allowance for credit losses for contract assets deemed uncollectible. The Company analyzes the contract asset portfolio for significant risks by considering historical collection experience and forecasting future collectability to determine what will ultimately be collected from its customers and partners, delinquency level and customer type have been identified as the primary specific risk affecting the Company’s contract assets, and the estimate for losses is analyzed annually and adjusted as necessary. The Company has provisioned $ 1.1 million and $ 1.5 million for credit losses related to contract assets as of June 30, 2024 and December 31, 2023, respectively. Deferred revenue Deferred revenue primarily consists of amounts that have been received from customers in advance of the performance obligation being satisfied. The Company recognizes revenue from deferred revenue when the services are performed and the corresponding revenue recognition criteria are met. Amounts recognized from deferred revenue represent primarily revenue from the sale of subscription solutions, integration, and marketing services. The Company recognized $ 6.6 million and $ 22.5 million of previously deferred revenue during the three and six months ended June 30, 2024. Remaining performance obligation As of June 30, 2024 , the Company had $ 182.0 million of remaining performance obligations, which represents contracted revenue minimums that have not yet been recognized, including amounts that will be invoiced and recognized as revenue in future periods. Remaining performance obligation is subject to future economic risks, including bankruptcies, regulatory changes and other market factors. The Company expects to recognize approximately 60 percent of the remaining performance obligations as revenue in the following 12 month period, and the remaining balance in the periods thereafter. Remaining performance obligation consisted of the following: (in thousands) Current Noncurrent Total As of June 30, 2024 $ 110,486 $ 71,524 $ 182,010 As of June 30, 2023 80,171 53,077 133,248 Cost of revenue Cost of revenue consists primarily of personnel-related costs, including: stock-based compensation expenses for customer support and professional services personnel; costs of maintaining and securing infrastructure and platform; allocation of overhead costs and credit card processing fees; and amortization expense associated with capitalized internal-use software. |
Accounts receivable | Accounts receivable Accounts receivable are stated at net realizable value and include both billed and unbilled receivables. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms range from due immediately to due within 90 day s. The accounts receivable balance at June 30, 2024 and December 31, 2023 included unbilled receivables of $ 10.5 million, and $ 11.0 million, respectively. The Company assesses the collectability of outstanding accounts receivable on an ongoing basis and maintains an allowance for credit losses for accounts receivable deemed uncollectible. The Company analyzes grouped customers by similar risk profiles, along with the invoiced accounts receivable portfolio and unbilled accounts receivable for significant risks, historical collection activity, and an estimate of future collectability to determine the amount that the Company will ultimately collect. This estimate is analyzed annually and adjusted as necessary. Identified risks pertaining to the Company’s invoiced accounts receivable include the delinquency level and customer type. The estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances, historical customer delinquency, and assessment of the overall portfolio and general economic conditions. The allowance for credit losses consisted of the following: (in thousands) Balance at December 31, 2023 $ 5,997 Provision for expected credit losses 863 Write-offs charged against the allowance ( 821 ) Balance at March 31, 2024 $ 6,039 Provision for expected credit losses 850 Write-offs charged against the allowance ( 1,200 ) Balance at June 30, 2024 $ 5,689 |
Stock-based compensation | Stock-based compensation The Company issues stock options, restricted stock units (“RSUs”) and performance based restricted stock units (“PSUs”) to employees. The Company values stock options using the Black-Scholes option-pricing model at the date of grant and recognizes the related stock-based compensation expense on a straight-line basis over the service period, net of estimated forfeitures, which is typically four years . The Company values RSUs at the closing market price on the date of grate. RSUs typically vest in equal installments over a four-year period, subject to continued service, and compensation expense is recognized straight-line over the requisite service period, net of estimated forfeitures. The Company grants PSUs which provide for shares of common stock to be earned based on the Company's total stockholder return compared to the Russell 2000 index, and referred to as market-based awards. The Company values these market-based awards on the grant date using the Monte Carlo simulation model. The determination of fair value is affected by the Company's stock price and a number of assumptions including the expected volatility and the risk-free interest rate. The Company assumes no dividend yield and recognizes stock-based compensation expense ratably from grant date over the performance period of the award. The market-based awards will cliff-vest at the end of the three-year period ranging from 0 percent to 200 percent of the target number of PSUs granted. The Company also grants PSUs which provide for shares of common stock to be earned based on its attainment of the Company's adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA” ) and revenue relative to a target specified in the applicable agreement, and are referred to as Company performance-based awards. The Company values these awards at the closing market price on the date of grant. The vesting of Company performance-based awards is conditioned upon the achievement of certain targets and will vest in three annual tranches in a percentage of the target number of shares between 0 percent to 200 percent. The Company recognizes stock-based compensation expense over the performance period, if it is probable that the performance condition will be achieved. Adjustments to stock-based compensation expense are made, as needed, each reporting period based on changes in our estimate of the number of units that are probable of vesting. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Remaining Performance Obligation | Remaining performance obligation consisted of the following: (in thousands) Current Noncurrent Total As of June 30, 2024 $ 110,486 $ 71,524 $ 182,010 As of June 30, 2023 80,171 53,077 133,248 |
Schedule of Allowance for Credit Losses | The allowance for credit losses consisted of the following: (in thousands) Balance at December 31, 2023 $ 5,997 Provision for expected credit losses 863 Write-offs charged against the allowance ( 821 ) Balance at March 31, 2024 $ 6,039 Provision for expected credit losses 850 Write-offs charged against the allowance ( 1,200 ) Balance at June 30, 2024 $ 5,689 |
Revenue Recognition and Defer_2
Revenue Recognition and Deferred Costs (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregate Revenue by Major Source | The following table disaggregates revenue by major source: Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Subscription solutions $ 61,796 $ 56,135 $ 122,755 $ 109,943 Partner and services 20,033 19,308 39,434 37,257 Revenue $ 81,829 $ 75,443 $ 162,189 $ 147,200 |
Schedule of Revenue by Geographic Region | Revenue by geographic region was as follows: Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Revenue: Americas – United States $ 62,428 $ 57,546 $ 123,567 $ 112,355 Americas – other (1) 3,777 3,422 7,552 6,773 EMEA 9,281 8,649 18,473 16,633 APAC 6,343 5,826 12,597 11,439 Revenue $ 81,829 $ 75,443 $ 162,189 $ 147,200 (1) Americas-other revenue includes revenue from North and South America, other than the U.S. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Cash Equivalents, Marketable Securities and Liabilities Measured at Fair Value | The following table presents information about the Company’s cash equivalents, marketable securities and liabilities that were measured at fair value as of June 30, 2024 and December 31, 2023: As of June 30, 2024 (in thousands) Quoted Prices in Significant Other Significant Total Fair Value Cash equivalents (1) : Money market mutual funds & cash equivalents $ 97,897 $ 0 0 $ 97,897 Marketable securities: Corporate bonds 0 67,926 0 67,926 U.S. treasury securities 41,955 0 0 41,955 Commercial paper 0 9,911 0 9,911 Agency bonds 0 22,920 0 22,920 Total marketable securities $ 41,955 $ 100,757 $ 0 $ 142,712 Liabilities: Convertible senior notes due 2026 $ 0 $ 301,875 $ 0 $ 301,875 (1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets, in addition t o $ 36.3 million of cash, as of June 30, 2024 . As of December 31, 2023 (in thousands) Quoted Prices in Significant Other Significant Total Fair Value Cash equivalents (1) : Money market mutual funds & cash equivalents $ 39,754 $ 0 $ 0 $ 39,754 Marketable securities: Corporate bonds 0 64,545 0 64,545 U.S. treasury securities 48,138 0 0 48,138 Commercial paper 0 30,596 0 30,596 Agency bonds 0 55,136 0 55,136 Total marketable securities $ 48,138 $ 150,277 $ 0 $ 198,415 Liabilities: Convertible senior notes due 2026 $ 0 $ 280,658 $ 0 $ 280,658 (1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets, in addition t o $ 33.1 million of cash, as of December 31, 2023 . |
Schedule of Marketable Security Contractual Maturities | The contractual maturities of the investments classified as marketable securities were as follows: (in thousands) As of June 30, 2024 As of December 31, 2023 Due within 1 year $ 118,858 $ 183,132 Due in 1 year through 2 years 23,854 15,283 Total marketable securities $ 142,712 $ 198,415 |
Summary of Gains, Losses, and Estimated Fair Value of Cash Equivalents, Marketable Securities and Liabilities | The following tables summarize the gains, losses, and estimated fair value of cash equivalents, marketable securities and liabilities as of June 30, 2024 and December 31, 2023: As of June 30, 2024 (in thousands) Amortized Cost/ Principal amount Gross Gross Estimated Cash equivalents: Money market mutual funds & cash equivalents $ 97,897 $ 0 $ 0 $ 97,897 Marketable securities: Corporate bonds 67,977 13 ( 64 ) 67,926 U.S. treasury securities 42,050 0 ( 95 ) 41,955 Commercial paper 9,910 2 ( 1 ) 9,911 Agency bonds 22,946 0 ( 26 ) 22,920 Total marketable securities $ 142,883 $ 15 $ ( 186 ) $ 142,712 Liabilities: Convertible senior notes due 2026 $ 345,000 $ 0 $ 0 $ 301,875 As of December 31, 2023 (in thousands) Amortized Cost/ Principal amount Gross Gross Estimated Cash equivalents: Money market mutual funds & cash equivalents $ 39,754 $ 0 $ 0 $ 39,754 Marketable securities: Corporate bonds 64,421 157 ( 33 ) 64,545 U.S. treasury securities 48,061 86 ( 9 ) 48,138 Commercial paper 30,588 16 ( 8 ) 30,596 Agency bonds 55,182 24 ( 70 ) 55,136 Total marketable securities $ 198,252 $ 283 $ ( 120 ) $ 198,415 Liabilities: Convertible senior notes due 2026 $ 345,000 $ 0 $ 0 $ 280,658 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
Schedule of Total Estimated Purchase Consideration | The total purchase consideration for Makeswift was approximately $ 9.2 million which consisted of the following: (in thousands) Amount Base purchase price $ 11,000 plus: Closing cash 238 minus : Deferred compensation ( 2,000 ) Total purchase consideration (1) $ 9,238 (1) Of the total purchase consideration, $ 1.1 million of cash was held back by the Company for potential breaches of representation and warranties, as well as adjustments to working capital. During the six months ended June 30, 2024 , the Company dispersed $ 0.1 million related to the working capital hold back. |
Summary of Fair Value of Assets Acquired and Liabilities Assumed | The table below summarizes the fair value of the assets acquired and liabilities assumed in the Makeswift acquisition, at acquisition date: (in thousands) October 31, 2023 Tangible assets acquired $ 1,370 Right-of-use asset 147 Intangible assets acquired 7,890 Liabilities assumed ( 1,311 ) Deferred tax liability (1) ( 885 ) Lease liability ( 150 ) Net assets acquired, excluding goodwill $ 7,061 Total purchase consideration $ 9,238 Goodwill (1) $ 2,177 (1) Measurement period adjustments of $ 0.2 million recorded during the three months ended June 30, 2024 is primarily attributable to tax liabilities with a corresponding net decrease to goodwill. The measurement period adjustment was a result of the purchase price allocation finalization as the Company filed the Makeswift tax return for the period ended October 31, 2023 during the three months ended June 30, 2024 . |
Summary of Preliminary Estimated Fair Value of Identifiable Intangible Assets Acquired | The fair value of identifiable intangible assets acquired at the date of the acquisitions is as follows: (in thousands) Fair value Useful life (in years) Developed technology $ 6,600 5.0 Customer relationships 1,200 3.0 Tradename 90 5.0 Total acquisition-related intangible assets $ 7,890 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consists of the following: June 30, 2024 December 31, 2023 (in thousands) Gross amount Accumulated amortization Net carrying amount Gross amount Accumulated amortization Net carrying amount Weighted average remaining useful life as of June 30, 2024 (in years) Developed technology $ 19,967 $ ( 10,779 ) $ 9,188 $ 19,967 $ ( 8,401 ) $ 11,566 3.1 Customer relationship 23,725 ( 11,979 ) 11,746 23,725 ( 9,786 ) 13,939 2.8 Tradename 2,560 ( 1,464 ) 1,096 2,560 ( 1,208 ) 1,352 2.2 Non-compete agreement 162 ( 159 ) 3 162 ( 132 ) 30 0.1 Other intangibles 200 ( 100 ) 100 485 ( 320 ) 165 1.5 Total intangible assets $ 46,614 $ ( 24,481 ) $ 22,133 $ 46,899 $ ( 19,847 ) $ 27,052 |
Schedule of Expected Amortization Expense for Intangible Assets | As of June 30, 2024, expected amortization expense for intangible assets was as follows: (in thousands) June 30, 2024 Remaining six months of 2024 $ 4,816 2025 8,046 2026 5,100 2027 3,056 2028 1,115 Thereafter 0 Total $ 22,133 |
Commitments, Contingencies, a_2
Commitments, Contingencies, and Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments Contingencies And Leases [Abstract] | |
Schedule of Unconditional Purchase Obligations | The Company had unconditional purchase obligations as of June 30, 2024 as follows: (in thousands) June 30, 2024 Remaining six months of 2024 $ 4,815 2025 16,902 2026 4,976 2027 and thereafter 0 Total $ 26,693 |
Schedule of Future Maturities of Operating Lease Liabilities | The future maturities of operating lease liabilities are as f ollows: (in thousands) As of June 30, 2024 Remaining six months of 2024 $ 1,428 2025 2,838 2026 2,555 2027 2,133 2028 718 Thereafter 0 Total minimum lease payments $ 9,672 Less imputed interest ( 855 ) Total lease liabilities $ 8,817 |
Summary of Activities Related to Restructuring Charges | The following table summarizes the activities related to restructuring charges as of June 30, 2024: (in thousands) Liability, as of December 31, 2023 $ 1,516 Additional charges 2,572 Payments ( 1,699 ) Liability, as of June 30, 2024 $ 2,389 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Components of Other Current Liabilities | The following table summarizes the components of other current liabilities: As of June 30, As of December 31, (in thousands) 2024 2023 Sales tax payable $ 1,691 $ 1,632 Payroll and payroll related expenses 11,988 13,080 Acquisition related compensation 0 403 Restructuring related charges 1,961 1,516 Other 7,649 8,154 Other current liabilities $ 23,289 $ 24,785 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Net Carrying Amount of Debt | The net carrying amount of the Company’s debt consists of the following: (in thousands) Date of Issuance Maturity Date Contractual Interest Rate Outstanding Principal as of June 30, 2024 Carrying Value as of June 30, 2024 Carrying Value as of December 31, 2023 2026 Convertible Senior Notes September 2021 10/1/2026 0.25 % $ 345,000 $ 340,468 $ 339,473 2023 Term Debt June 2023 3/1/2025 4.40 % 417 417 688 Total carrying value of debt 340,885 340,161 Less: current portion of debt ( 417 ) ( 547 ) Total long-term portion of debt $ 340,468 $ 339,614 |
Summary of Total Interest Expense Recognized Related to Debt | The total interest expense recognized related to the Company’s debt consists of the following: Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Contractual interest expense $ 222 $ 228 $ 445 $ 457 Amortization of issuance costs 497 494 994 987 Total $ 719 $ 722 $ 1,439 $ 1,444 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Summary of Stock Options Valuation Assumptions | The following table summarizes the weighted-average grant date value of options and the assumptions used to develop their fair value. Six months ended June 30, 2024 Weighted-average grant date fair value of options $ 4.54 Risk-free interest rate 4.10 % Expected volatility 64.53 % Expected life in years 6.10 years |
Summary of Changes in Stock Options Activity | Stock option activity for the six months ended June 30, 2024 was as follows: (in thousands) Outstanding Weighted-Average Exercise Price Aggregate Intrinsic Value Balance as of December 31, 2023 5,109 $ 9.54 $ 20,571 Options granted under all plans 662 7.25 0 Exercised ( 385 ) 2.94 1,954 Plan shares expired or canceled ( 633 ) 16.12 20 Balance as of June 30, 2024 4,753 $ 8.88 $ 14,079 Vested and expected to vest 4,565 $ 8.85 $ 13,985 Exercisable as of June 30, 2024 3,456 $ 7.94 $ 13,543 |
Summary of RSU Table | Restricted stock unit activity for the six months ended June 30, 2024 was as follows: (in thousands) Outstanding Grant Date Fair Value Aggregate Intrinsic Value Balance as of December 31, 2023 6,725 $ 15.86 $ 65,436 Granted – restricted stock units 1,409 7.59 10,693 Granted – market-based and performance-based restricted stock units 400 8.91 2,901 Canceled ( 865 ) 14.31 6,178 Vested and converted to shares ( 1,094 ) $ 17.09 $ 8,413 Balance as of June 30, 2024 6,575 $ 13.36 $ 55,579 Vested and expected to vest 5,438 $ 14.05 $ 43,826 |
Summary of Market-based Awards Valuation Assumptions | Significant assumptions used in the Monte Carlo simulation model for the market-based awards granted are as follows: Six months ended June 30, 2024 Volatility 75.43 % Risk-free interest rate 4.31 % Dividend yield 0.00 % |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | Three months ended June 30, Six months ended June 30, (in thousands) 2024 2023 2024 2023 Numerator: Net loss per share available to shareholders $ ( 11,255 ) $ ( 19,065 ) $ ( 17,647 ) $ ( 41,185 ) Denominator: Weighted average shares outstanding 77,456 $ 74,790 77,041 $ 74,468 Net loss per share $ ( 0.15 ) $ ( 0.25 ) $ ( 0.23 ) $ ( 0.55 ) |
Schedule of Antidilutive Securities Outstanding Excluded from Computation of Basic Weighted-Average Shares Outstanding | The following potentially dilutive securities outstanding have been excluded from the computation of basic weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported: As of June 30, (in thousands) 2024 2023 Stock options outstanding 4,753 5,688 Restricted stock units 6,575 6,689 Acquisition related compensation 0 89 Convertible debt 4,719 4,719 Total potentially dilutive securities 16,047 17,185 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) Tranche | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | ||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Sales and marketing | [1] | $ 34,425 | $ 35,593 | $ 66,857 | $ 69,645 | |
Contract assets | 11,500 | 11,500 | $ 11,900 | |||
Provision for credit losses related to contract asset | 1,100 | 1,500 | ||||
Recognized previously deferred revenue | 6,600 | 22,500 | ||||
Increase (decrease) in deferred revenue | 7,607 | $ 6,292 | 10,175 | $ 9,415 | ||
Accounts receivable including unbilled receivables | $ 10,500 | $ 10,500 | $ 11,000 | |||
Stock Option | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Weighted-average requisite service period | 4 years | |||||
Restricted Stock Units | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Weighted-average requisite service period | 4 years | |||||
Performance-based Awards | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of annual tranche | Tranche | 3 | |||||
Market-Based Awards | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Weighted-average requisite service period | 3 years | |||||
Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Account receivable payment terms | due immediately | |||||
Minimum | Performance-based Awards | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Vesting rights percentage | 0% | |||||
Minimum | Market-Based Awards | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Vesting rights percentage | 0% | |||||
Minimum | Subscription Solutions Fees | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Contract with customer period | 1 year | |||||
Maximum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Account receivable payment terms | due within 90 day | |||||
Maximum | Performance-based Awards | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Vesting rights percentage | 200% | |||||
Maximum | Market-Based Awards | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Vesting rights percentage | 200% | |||||
Maximum | Subscription Solutions Fees | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Contract with customer period | 3 years | |||||
[1] Amounts include stock-based compensation expense and associated payroll tax costs, as follows: For the three months ended June 30, For the six months ended June 30, 2024 2023 2024 2023 Cost of revenue $ 1,028 $ 1,290 $ 1,684 $ 2,479 Sales and marketing 3,138 3,566 5,005 6,433 Research and development 3,273 3,943 6,749 7,446 General and administrative 2,582 2,573 5,174 5,652 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Additional Information) (Details1) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-07-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations | $ 133,248 | |
Remaining performance obligations, satisfaction period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-07-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligations | $ 182,010 | |
Revenue, expected recognition period, explanation | The Company expects to recognize approximately 60 percent of the remaining performance obligations as revenue in the following 12 month period, and the remaining balance in the periods thereafter. | |
Remaining performance obligations, percentage | 60% | |
Remaining performance obligations, satisfaction period | 12 months |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Remaining Performance Obligation (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-07-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Table] | ||
Current | $ 80,171 | |
Noncurrent | 53,077 | |
Total | $ 133,248 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-07-01 | ||
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Table] | ||
Current | $ 110,486 | |
Noncurrent | 71,524 | |
Total | $ 182,010 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Allowance for Credit Loss [Abstract] | |||||
Beginning Balance | $ 6,039 | $ 5,997 | $ 5,997 | ||
Provision for expected credit losses | 850 | 863 | $ 433 | 1,713 | $ 1,508 |
Write-offs charged against the allowance | (1,200) | (821) | |||
Ending Balance | $ 5,689 | $ 6,039 | $ 5,689 |
Revenue Recognition and Defer_3
Revenue Recognition and Deferred Costs - Schedule of Disaggregate Revenue by Major Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 81,829 | $ 75,443 | $ 162,189 | $ 147,200 |
Subscription Solutions | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 61,796 | 56,135 | 122,755 | 109,943 |
Partner and Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 20,033 | $ 19,308 | $ 39,434 | $ 37,257 |
Revenue Recognition and Defer_4
Revenue Recognition and Deferred Costs - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 81,829 | $ 75,443 | $ 162,189 | $ 147,200 |
Americas - United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 62,428 | 57,546 | 123,567 | 112,355 |
Americas - Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 3,777 | 3,422 | 7,552 | 6,773 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 9,281 | 8,649 | 18,473 | 16,633 |
APAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 6,343 | $ 5,826 | $ 12,597 | $ 11,439 |
Revenue Recognition and Defer_5
Revenue Recognition and Deferred Costs - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | |||||
Amortization of deferred sales commissions estimated period | 3 years | ||||
Impairment of deferred commissions | $ 0 | $ 0 | $ 0 | ||
Deferred sales commissions | 2,800,000 | $ 2,500,000 | 5,000,000 | $ 4,200,000 | |
Deferred commission amortization expense | $ 2,400,000 | $ 1,700,000 | $ 4,700,000 | $ 3,300,000 | |
United States | Revenue From Contract With Customer | Geographic Concentration Risk | |||||
Disaggregation Of Revenue [Line Items] | |||||
Concentration risk, percentage | 76% | 76% | 76% | 76% | |
EMEA | Revenue From Contract With Customer | Geographic Concentration Risk | |||||
Disaggregation Of Revenue [Line Items] | |||||
Concentration risk, percentage | 11% | 11% | 11% | 11% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Cash Equivalents, Marketable Securities and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | ||
Marketable securities: | ||||
Marketable securities | $ 142,712 | $ 198,415 | ||
Total marketable securities | 142,712 | 198,415 | ||
Money Market Mutual Funds and Cash Equivalents | ||||
Cash equivalents: | ||||
Cash equivalents | 97,897 | [1] | 39,754 | [2] |
Corporate Bonds | ||||
Marketable securities: | ||||
Marketable securities | 67,926 | 64,545 | ||
U.S Treasury Securities | ||||
Marketable securities: | ||||
Marketable securities | 41,955 | 48,138 | ||
Commercial Paper | ||||
Marketable securities: | ||||
Marketable securities | 9,911 | 30,596 | ||
Agency bonds | ||||
Marketable securities: | ||||
Marketable securities | 22,920 | 55,136 | ||
Convertible Senior Notes Due 2026 | ||||
Liabilities: | ||||
Liabilities | 301,875 | 280,658 | ||
Level 1 | ||||
Marketable securities: | ||||
Total marketable securities | 41,955 | 48,138 | ||
Level 1 | Money Market Mutual Funds and Cash Equivalents | ||||
Cash equivalents: | ||||
Cash equivalents | 97,897 | [1] | 39,754 | [2] |
Level 1 | Corporate Bonds | ||||
Marketable securities: | ||||
Marketable securities | 0 | 0 | ||
Level 1 | U.S Treasury Securities | ||||
Marketable securities: | ||||
Marketable securities | 41,955 | 48,138 | ||
Level 1 | Commercial Paper | ||||
Marketable securities: | ||||
Marketable securities | 0 | 0 | ||
Level 1 | Agency bonds | ||||
Marketable securities: | ||||
Marketable securities | 0 | 0 | ||
Level 1 | Convertible Senior Notes Due 2026 | ||||
Liabilities: | ||||
Liabilities | 0 | 0 | ||
Level 2 | ||||
Marketable securities: | ||||
Total marketable securities | 100,757 | 150,277 | ||
Level 2 | Money Market Mutual Funds and Cash Equivalents | ||||
Cash equivalents: | ||||
Cash equivalents | 0 | [1] | 0 | [2] |
Level 2 | Corporate Bonds | ||||
Marketable securities: | ||||
Marketable securities | 67,926 | 64,545 | ||
Level 2 | U.S Treasury Securities | ||||
Marketable securities: | ||||
Marketable securities | 0 | 0 | ||
Level 2 | Commercial Paper | ||||
Marketable securities: | ||||
Marketable securities | 9,911 | 30,596 | ||
Level 2 | Agency bonds | ||||
Marketable securities: | ||||
Marketable securities | 22,920 | 55,136 | ||
Level 2 | Convertible Senior Notes Due 2026 | ||||
Liabilities: | ||||
Liabilities | 301,875 | 280,658 | ||
Level 3 | ||||
Marketable securities: | ||||
Total marketable securities | 0 | 0 | ||
Level 3 | Money Market Mutual Funds and Cash Equivalents | ||||
Cash equivalents: | ||||
Cash equivalents | 0 | [1] | 0 | [2] |
Level 3 | Corporate Bonds | ||||
Marketable securities: | ||||
Marketable securities | 0 | 0 | ||
Level 3 | U.S Treasury Securities | ||||
Marketable securities: | ||||
Marketable securities | 0 | 0 | ||
Level 3 | Commercial Paper | ||||
Marketable securities: | ||||
Marketable securities | 0 | 0 | ||
Level 3 | Agency bonds | ||||
Marketable securities: | ||||
Marketable securities | 0 | 0 | ||
Level 3 | Convertible Senior Notes Due 2026 | ||||
Liabilities: | ||||
Liabilities | $ 0 | $ 0 | ||
[1] Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets, in addition t o $ 36.3 million of cash, as of June 30, 2024 . Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets, in addition t o $ 33.1 million of cash, as of December 31, 2023 . |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Cash Equivalents, Marketable Securities and Liabilities Measured at Fair Value (Parenthetical) (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Cash | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | $ 36.3 | $ 33.1 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Marketable Security Contractual Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value Disclosures [Abstract] | ||
Due within 1 year | $ 118,858 | $ 183,132 |
Due in 1 year through 2 years | 23,854 | 15,283 |
Total marketable securities | $ 142,712 | $ 198,415 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Gains, Losses, and Estimated Fair Value of Cash Equivalents, Marketable Securities and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost/Principal amount | $ 142,883 | $ 198,252 |
Gross Unrealized Gains | 15 | 283 |
Gross Unrealized Losses | (186) | (120) |
Estimated Fair Value | 142,712 | 198,415 |
Money Market Mutual Funds and Cash Equivalents | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost/Principal amount | 97,897 | 39,754 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 97,897 | 39,754 |
Corporate Bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost/Principal amount | 67,977 | 64,421 |
Gross Unrealized Gains | 13 | 157 |
Gross Unrealized Losses | (64) | (33) |
Estimated Fair Value | 67,926 | 64,545 |
Commercial Paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost/Principal amount | 9,910 | 30,588 |
Gross Unrealized Gains | 2 | 16 |
Gross Unrealized Losses | (1) | (8) |
Estimated Fair Value | 9,911 | 30,596 |
Agency bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost/Principal amount | 22,946 | 55,182 |
Gross Unrealized Gains | 0 | 24 |
Gross Unrealized Losses | (26) | (70) |
Estimated Fair Value | 22,920 | 55,136 |
U.S Treasury Securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost/Principal amount | 42,050 | 48,061 |
Gross Unrealized Gains | 0 | 86 |
Gross Unrealized Losses | (95) | (9) |
Estimated Fair Value | 41,955 | 48,138 |
Convertible Senior Notes Due 2026 | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Carrying value of debt | 345,000 | 345,000 |
Gross Unrealized Gain on Notes | 0 | 0 |
Gross Unrealized Loss on Notes | 0 | 0 |
Estimated Fair Value of Notes | $ 301,875 | $ 280,658 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Oct. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 51,927 | $ 51,927 | $ 52,086 | |
Makeswift, Inc. | ||||
Business Acquisition [Line Items] | ||||
Total estimated cash consideration | $ 9,238 | |||
Goodwill | 2,177 | |||
Compensation expense subject to voluntary termination of employment | $ 2,000 | |||
Makeswift, Inc. | Prepaid Expenses and Other Current Assets and Other Assets | ||||
Business Acquisition [Line Items] | ||||
Cash retention payments | 1,100 | 1,100 | ||
Makeswift, Inc. | Compensation Costs | ||||
Business Acquisition [Line Items] | ||||
Acquisition-related transaction costs | $ 300 | $ 700 |
Business Combinations - Schedul
Business Combinations - Schedule of Total Estimated Purchase Consideration (Details) - Makeswift, Inc. $ in Thousands | 1 Months Ended |
Oct. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Base purchase price | $ 11,000 |
plus: Closing cash | 238 |
minus: Deferred compensation | (2,000) |
Total purchase consideration | $ 9,238 |
Business Combinations - Sched_2
Business Combinations - Schedule of Total Estimated Purchase Consideration (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, gross | $ 100 | $ 0 | $ 100 | $ 0 |
Makeswift, Inc. | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, gross | 1,100 | |||
Working capital hold back | $ 100 | $ 100 |
Business Combinations - Summary
Business Combinations - Summary of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Oct. 31, 2023 |
Business Acquisition [Line Items] | |||
Goodwill | $ 51,927 | $ 52,086 | |
Makeswift, Inc. | |||
Business Acquisition [Line Items] | |||
Tangible assets acquired | $ 1,370 | ||
Right-of-use asset | 147 | ||
Intangible assets acquired | 7,890 | ||
Liabilities assumed | (1,311) | ||
Deferred tax liability | (885) | ||
Lease liability | (150) | ||
Net assets acquired, excluding goodwill | 7,061 | ||
Total purchase consideration | 9,238 | ||
Goodwill | $ 2,177 |
Business Combinations - Summa_2
Business Combinations - Summary of Fair Value of Assets Acquired and Liabilities Assumed (Parenthetical) (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2024 USD ($) | |
Makeswift Inc [Member] | |
Business Acquisition [Line Items] | |
Measurement period adjustments, estimated tax liabilities and net decrease to goodwill | $ 0.2 |
Business Combinations - Summa_3
Business Combinations - Summary of Preliminary Estimated Fair Value of Identifiable Intangible Assets Acquired (Details) - Makeswift, Inc. $ in Thousands | 1 Months Ended |
Oct. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Total acquisition-related intangible assets fair value | $ 7,890 |
Developed Technology | |
Business Acquisition [Line Items] | |
Total acquisition-related intangible assets fair value | $ 6,600 |
Weighted average amortization period (in years) | 5 years |
Customer Relationship | |
Business Acquisition [Line Items] | |
Total acquisition-related intangible assets fair value | $ 1,200 |
Weighted average amortization period (in years) | 3 years |
Tradename | |
Business Acquisition [Line Items] | |
Total acquisition-related intangible assets fair value | $ 90 |
Weighted average amortization period (in years) | 5 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Impairment of goodwill | $ 0 | ||||
Amortization of intangible assets | [1] | $ 2,452,000 | $ 2,033,000 | $ 4,919,000 | $ 4,066,000 |
[1] Amounts include stock-based compensation expense and associated payroll tax costs, as follows: For the three months ended June 30, For the six months ended June 30, 2024 2023 2024 2023 Cost of revenue $ 1,028 $ 1,290 $ 1,684 $ 2,479 Sales and marketing 3,138 3,566 5,005 6,433 Research and development 3,273 3,943 6,749 7,446 General and administrative 2,582 2,573 5,174 5,652 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 46,614 | $ 46,899 |
Accumulated amortization | (24,481) | (19,847) |
Net carrying amount | 22,133 | 27,052 |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | 19,967 | 19,967 |
Accumulated amortization | (10,779) | (8,401) |
Net carrying amount | $ 9,188 | 11,566 |
Intangible, weighted average remaining useful life | 3 years 1 month 6 days | |
Customer Relationship | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 23,725 | 23,725 |
Accumulated amortization | (11,979) | (9,786) |
Net carrying amount | $ 11,746 | 13,939 |
Intangible, weighted average remaining useful life | 2 years 9 months 18 days | |
Tradename | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 2,560 | 2,560 |
Accumulated amortization | (1,464) | (1,208) |
Net carrying amount | $ 1,096 | 1,352 |
Intangible, weighted average remaining useful life | 2 years 2 months 12 days | |
Non-compete Agreement | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 162 | 162 |
Accumulated amortization | (159) | (132) |
Net carrying amount | $ 3 | 30 |
Intangible, weighted average remaining useful life | 1 month 6 days | |
Other Intangible Assets | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 200 | 485 |
Accumulated amortization | (100) | (320) |
Net carrying amount | $ 100 | $ 165 |
Intangible, weighted average remaining useful life | 1 year 6 months |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Expected Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining six months of 2024 | $ 4,816 | |
2025 | 8,046 | |
2026 | 5,100 | |
2027 | 3,056 | |
2028 | 1,115 | |
Thereafter | 0 | |
Net carrying amount | $ 22,133 | $ 27,052 |
Commitment, Contingencies, and
Commitment, Contingencies, and Leases - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments Contingencies And Leases [Line Items] | ||||
Operating lease, expiration year | 2028 | |||
Leases operating expense relates to leases | $ 800,000 | $ 700,000 | $ 1,300,000 | $ 1,500,000 |
Finance lease liability | 0 | $ 0 | ||
Restructuring charges | $ 2,600,000 | |||
Minimum | ||||
Commitments Contingencies And Leases [Line Items] | ||||
Non-cancellable contractual commitments expire period | 1 year | |||
Maximum | ||||
Commitments Contingencies And Leases [Line Items] | ||||
Non-cancellable contractual commitments expire period | 3 years |
Commitments, Contingencies, a_3
Commitments, Contingencies, and Leases - Schedule of Unconditional Purchase Obligations (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Commitments Contingencies And Leases [Abstract] | |
Remaining six months of 2024 | $ 4,815 |
2025 | 16,902 |
2026 | 4,976 |
2027 and thereafter | 0 |
Total | $ 26,693 |
Commitment, Contingencies, an_2
Commitment, Contingencies, and Leases - Schedule of Future Maturities of Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Commitments Contingencies And Leases [Abstract] | |
Remaining six months of 2024 | $ 1,428 |
2025 | 2,838 |
2026 | 2,555 |
2027 | 2,133 |
2028 | 718 |
Thereafter | 0 |
Total minimum lease payments | 9,672 |
Less imputed interest | (855) |
Total lease liabilities | $ 8,817 |
Commitments, Contingencies, a_4
Commitments, Contingencies, and Leases - Summary of Activities Related to Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Restructuring Cost and Reserve [Line Items] | ||
Initial charge | $ 2,600 | |
Workforce Reduction | ||
Restructuring Cost and Reserve [Line Items] | ||
Liability, beginning of the period | $ 1,516 | |
Additional charges | 2,572 | |
Payments | (1,699) | |
Liability, end of the period | $ 2,389 | $ 2,389 |
Other Liabilities - Components
Other Liabilities - Components of Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Sales tax payable | $ 1,691 | $ 1,632 |
Payroll and payroll related expenses | 11,988 | 13,080 |
Acquisition related compensation | 0 | 403 |
Restructuring related charges | 1,961 | 1,516 |
Other | 7,649 | 8,154 |
Other current liabilities | $ 23,289 | $ 24,785 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 6 Months Ended | |
Sep. 09, 2021 USD ($) $ / shares | Sep. 30, 2021 USD ($) Days $ / shares shares | Jun. 30, 2024 USD ($) | |
0.25% Convertible Senior Notes Due 2026 | |||
Debt Instrument [Line Items] | |||
Debt principal amount | $ 345,000,000 | ||
Contractual Interest Rate | 0.25% | ||
Net proceeds from sale of convertible senior notes | $ 335,000,000 | ||
Debt instrument, frequency of periodic payment | semi-annually | ||
Debt instrument, payment terms | semi-annually in arrears on April 1 and October 1 of each year | ||
Maturity Date | Oct. 01, 2026 | ||
Debt instrument, convertible trading days | Days | 20 | ||
Debt instrument, convertible consecutive trading days | Days | 30 | ||
Principal amount of each convertible note | $ 1,000 | ||
Conversion of debt to shares | shares | 13.68 | ||
Debt instrument, principal amount converted | $ 1,000 | ||
Debt instrument, initial conversion price | $ / shares | $ 73.11 | ||
Debt instrument, effective interest rate | 0.84% | ||
Transaction costs attributable to issuance of notes | $ 10,000,000 | ||
0.25% Convertible Senior Notes Due 2026 | 2021 Capped Call Transactions | |||
Debt Instrument [Line Items] | |||
Net proceeds from notes used for capped call transactions | $ 35,600,000 | ||
Initial cap price of capped call transactions | $ / shares | 106.34 | ||
Percentage of premium of cap price over last reported sale price per common share | 100% | ||
Sale price of common stock per share | $ / shares | $ 53.17 | ||
0.25% Convertible Senior Notes Due 2026 | Minimum | |||
Debt Instrument [Line Items] | |||
Debt principal amount | $ 150,000,000 | ||
0.25% Convertible Senior Notes Due 2026 | Minimum | 20 Trading Days Period | |||
Debt Instrument [Line Items] | |||
Debt instrument, conversion price percentage | 130% | ||
0.25% Convertible Senior Notes Due 2026 | Maximum | 10 Trading Days Period | |||
Debt Instrument [Line Items] | |||
Debt instrument, conversion price percentage | 98% | ||
2023 Term Debt | |||
Debt Instrument [Line Items] | |||
Contractual Interest Rate | 4.40% | ||
Debt instrument outstanding amount | $ 417,000 | ||
Maturity Date | Mar. 01, 2025 |
Debt - Summary of Net Carrying
Debt - Summary of Net Carrying Amount of Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Total carrying value | $ 340,885 | $ 340,161 |
Less: current portion of debt | (417) | (547) |
Total long-term portion of debt | $ 340,468 | 339,614 |
2026 Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Date of Issuance | 2021-09 | |
Maturity Date | Oct. 01, 2026 | |
Contractual Interest Rate | 0.25% | |
Debt instrument outstanding amount | $ 345,000 | |
Total carrying value | $ 340,468 | 339,473 |
2023 Term Debt | ||
Debt Instrument [Line Items] | ||
Date of Issuance | 2023-06 | |
Maturity Date | Mar. 01, 2025 | |
Contractual Interest Rate | 4.40% | |
Debt instrument outstanding amount | $ 417 | |
Total carrying value | $ 417 | $ 688 |
Debt - Summary of Total Interes
Debt - Summary of Total Interest Expense Recognized Related to Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 222 | $ 228 | $ 445 | $ 457 |
Amortization of issuance costs | 497 | 494 | 994 | 987 |
Total | $ 719 | $ 722 | $ 1,439 | $ 1,444 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
May 09, 2024 | Jan. 01, 2024 | Jan. 01, 2023 | Jan. 01, 2022 | Jun. 30, 2024 | Jun. 30, 2024 | Jul. 31, 2020 | |
Class Of Stock [Line Items] | |||||||
Forfeited or surrendered shares | 633,000 | ||||||
Stock options granted | 662,000 | ||||||
Expected stock-based compensation yet to be recognized | $ 7.4 | $ 7.4 | |||||
Weighted-average period of stock-based compensation yet to be recognized | 2 years 6 months 14 days | ||||||
Restricted Stock Units | |||||||
Class Of Stock [Line Items] | |||||||
Expected stock-based compensation yet to be recognized | $ 58.1 | $ 58.1 | |||||
Weighted-average period of stock-based compensation yet to be recognized | 2 years 4 months 2 days | ||||||
Weighted-average requisite service period | 4 years | ||||||
Market-Based Awards | |||||||
Class Of Stock [Line Items] | |||||||
Grant date fair value of awards | $ 9.91 | $ 9.91 | |||||
Fair value assumptions, expected dividend yield | 0% | ||||||
Stock compensation expense recognized | $ 0.1 | $ 0.2 | |||||
Weighted-average requisite service period | 3 years | ||||||
Performance-based restricted stock units | |||||||
Class Of Stock [Line Items] | |||||||
Stock compensation expense recognized | $ 0.3 | $ 0.3 | |||||
Canceled or vested | 0 | ||||||
Stock Option | |||||||
Class Of Stock [Line Items] | |||||||
Weighted-average requisite service period | 4 years | ||||||
2020 Equity incentive plan | |||||||
Class Of Stock [Line Items] | |||||||
Percentage of common stock issued and outstanding | 5% | ||||||
Increase in common stock reserve for issuance | 9,548,587 | ||||||
2020 Equity incentive plan | Series 1 Common Stock | |||||||
Class Of Stock [Line Items] | |||||||
Common stock authorized and reserved for issuance | 3,873,885 | ||||||
Increase in common stock reserve for issuance | 3,820,681 | 3,695,569 | 3,616,312 | ||||
Common stock available for future issuance | 1,096,370 | 1,096,370 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Options and Market based Awards Valuation Assumptions (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted-average grant date fair value of options | $ 4.54 |
Risk-free interest rate | 4.10% |
Expected volatility | 64.53% |
Expected life in years | 6 years 1 month 6 days |
Market-Based Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free interest rate | 4.31% |
Expected volatility | 75.43% |
Dividend yield | 0% |
Stockholders Equity - Summary o
Stockholders Equity - Summary of Changes in Stock Options Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Option outstanding at beginning of period (in shares) | 5,109 |
Option outstanding, options granted under all plans (in shares) | 662 |
Option outstanding, exercised (in shares) | (385) |
Option outstanding, Plan shares expired or canceled (in shares) | (633) |
Options outstanding at ending of period (in shares) | 4,753 |
Options outstanding, vested and expected to vest | 4,565 |
Outstanding Stock Options, Exercisable (in shares) | 3,456 |
Weighted average grant date fair value at beginning of period (in dollars per share) | $ 9.54 |
Weighted average grant date fair value, options granted under all plans (in dollars per share) | 7.25 |
Weighted average grant date fair value, exercised (in dollars per share) | 2.94 |
Weighted average grant date fair value, plan shares expired or canceled (in dollars per share) | 16.12 |
Weighted average grant date fair value at end of period (in dollars per share) | 8.88 |
Weighted average grant date fair value, vested and expected to vest (in dollars per share) | 8.85 |
Weighted average grant date fair value, exercisable (in dollars per share) | $ 7.94 |
Aggregate intrinsic value, options outstanding, Beginning balance | $ 20,571 |
Aggregate intrinsic value, options outstanding, options granted under all plans | 0 |
Aggregate intrinsic value, options outstanding, exercised | 1,954 |
Aggregate intrinsic value, options outstanding, plan shares expired or canceled | 20 |
Aggregate intrinsic value, options outstanding, Ending balance | 14,079 |
Aggregate intrinsic value, vested and expected to vest | 13,985 |
Aggregate intrinsic value, vested | $ 13,543 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of RSU Table (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | |
Restricted stock units | |
Class Of Stock [Line Items] | |
Nonvested shares, beginning period | shares | 6,725 |
Granted (in shares) | shares | 1,409 |
Cancelled, shares | shares | (865) |
Vested and converted to shares, shares | shares | (1,094) |
Nonvested shares, ending period | shares | 6,575 |
Vested and expected to vest (in shares) | shares | 5,438 |
Nonvested, Grant date fair value beginning period | $ / shares | $ 15.86 |
Granted, Grant date fair value | $ / shares | 7.59 |
Cancelled, Grant date fair value | $ / shares | 14.31 |
Vested and converted to shares, Grant date fair value | $ / shares | 17.09 |
Nonvested, Grant date fair value ending period | $ / shares | 13.36 |
Grant date fair value, vested and expected to vest | $ / shares | $ 14.05 |
Aggregate Intrinsic Value, Beginning value | $ | $ 65,436 |
Aggregate Intrinsic Value, granted | $ | 10,693 |
Aggregate Intrinsic Value, canceled | $ | 6,178 |
Aggregate Intrinsic Value, Vested and converted to shares | $ | 8,413 |
Aggregate Intrinsic Value, Ending balance | $ | 55,579 |
Aggregate Intrinsic Value, vested and expected to vest | $ | $ 43,826 |
Performance-based restricted stock units | |
Class Of Stock [Line Items] | |
Granted (in shares) | shares | 400 |
Granted, Grant date fair value | $ / shares | $ 8.91 |
Aggregate Intrinsic Value, granted | $ | $ 2,901 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | (1.16%) | (1.11%) | (2.45%) | (1.00%) |
U.S. statutory tax rate | 21% | 21% | 21% | 21% |
Unrecognized Tax Benefits | $ 0.4 | $ 0.4 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||||
Net Income (Loss) | $ (11,255) | $ (6,392) | $ (19,065) | $ (22,120) | $ (17,647) | $ (41,185) |
Weighted average shares outstanding, Basic | 77,456 | 74,790 | 77,041 | 74,468 | ||
Weighted average shares outstanding, Diluted | 77,456 | 74,790 | 77,041 | 74,468 | ||
Net loss per share, Basic | $ (0.15) | $ (0.25) | $ (0.23) | $ (0.55) | ||
Net loss per share, Diluted | $ (0.15) | $ (0.25) | $ (0.23) | $ (0.55) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities Outstanding Excluded from Computation of Basic Weighted-Average Shares Outstanding (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of basic weighted-average shares outstanding | 16,047 | 17,185 |
Stock Options Outstanding | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of basic weighted-average shares outstanding | 4,753 | 5,688 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of basic weighted-average shares outstanding | 6,575 | 6,689 |
Acquisition Related Compensation | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of basic weighted-average shares outstanding | 0 | 89 |
Convertible Debt | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities outstanding excluded from computation of basic weighted-average shares outstanding | 4,719 | 4,719 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Aug. 01, 2024 | Sep. 30, 2021 | Jun. 30, 2024 | |
0.25% Convertible Senior Notes Due 2026 | |||
Subsequent Event [Line Items] | |||
Debt principal amount | $ 345,000,000 | ||
Contractual Interest Rate | 0.25% | ||
Debt instrument, frequency of periodic payment | semi-annually | ||
Debt instrument, payment terms | semi-annually in arrears on April 1 and October 1 of each year | ||
Maturity Date | Oct. 01, 2026 | ||
Conversion of debt to shares | 13.68 | ||
Debt instrument, principal amount converted | $ 1,000 | ||
Debt instrument, initial conversion price | $ 73.11 | ||
0.25% Convertible Senior Notes Due 2026 | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Debt principal amount | $ 161,200,000 | ||
Debt instrument, repurchase amount | 120,600,000 | ||
Debt repurchase amount in cash | 108,700,000 | ||
7.50% Convertible Senior Notes Due 2028 | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Debt principal amount | $ 150,000,000 | ||
Contractual Interest Rate | 7.50% | ||
Debt instrument, frequency of periodic payment | semi-annually | ||
Debt instrument, payment terms | semi-annually in arrears on April 1 and October 1 of each year | ||
Debt instrument, payment beginning date | Oct. 01, 2024 | ||
Maturity Date | Oct. 01, 2028 | ||
Conversion of debt to shares | 62.5 | ||
Debt instrument, principal amount converted | $ 1,000 | ||
Debt instrument, initial conversion price | $ 16 |