Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40351 | |
Entity Registrant Name | KNOWBE4, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 36-4827930 | |
Entity Address, Address Line One | 33 N. Garden Avenue | |
Entity Address, City or Town | Clearwater | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33755 | |
City Area Code | 855 | |
Local Phone Number | 566-9234 | |
Title of 12(b) Security | Class A common stock, par value $0.00001 | |
Trading Symbol | KNBE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Central Index Key | 0001664998 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 79,672,881 | |
Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 96,024,566 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 315,495 | $ 273,723 |
Accounts receivable, net | 62,486 | 54,071 |
Current portion of deferred commissions | 19,377 | 17,842 |
Prepaid and other current assets | 17,646 | 10,580 |
Total current assets | 415,004 | 356,216 |
Deferred commissions, net of current portion | 38,301 | 33,869 |
Capitalized software and content, net | 29,903 | 27,074 |
Property and equipment, net | 10,056 | 9,120 |
Operating lease right of use assets, net | 14,080 | 12,998 |
Intangible assets, net | 8,009 | 7,992 |
Goodwill | 88,173 | 89,329 |
Other assets | 2,884 | 1,080 |
Total assets | 606,410 | 537,678 |
Current liabilities: | ||
Accounts payable and accrued expenses | 39,798 | 37,642 |
Current portion of deferred revenue | 215,631 | 184,496 |
Current portion of operating lease liabilities | 3,274 | 2,938 |
Total current liabilities | 258,703 | 225,076 |
Non-current liabilities: | ||
Deferred revenue, net of current portion | 95,900 | 81,278 |
Operating lease liabilities, net of current portion | 11,275 | 10,484 |
Other non-current liabilities | 4,012 | 3,573 |
Total liabilities | 369,890 | 320,411 |
Stockholders’ equity | ||
Preferred stock, $0.00001 par value, 100,000,000 shares authorized, and 0 issued and outstanding at June 30, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 407,620 | 391,803 |
Accumulated deficit | (168,440) | (173,148) |
Accumulated other comprehensive loss | (2,662) | (1,391) |
Total stockholders’ equity | 236,520 | 217,267 |
Total liabilities and stockholders’ equity | 606,410 | 537,678 |
Class A | ||
Stockholders’ equity | ||
Common stock | 1 | 1 |
Class B | ||
Stockholders’ equity | ||
Common stock | $ 1 | $ 2 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Stockholders’ equity | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A | ||
Stockholders’ equity | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 78,178,186 | 66,335,930 |
Common stock, shares outstanding (in shares) | 78,178,186 | 66,335,930 |
Class B | ||
Stockholders’ equity | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 97,492,186 | 107,936,779 |
Common stock, shares outstanding (in shares) | 97,492,186 | 107,936,779 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 80,762 | $ 59,350 | $ 155,795 | $ 112,900 |
Cost of revenues | 10,909 | 8,591 | 21,054 | 15,934 |
Gross profit | 69,853 | 50,759 | 134,741 | 96,966 |
Operating expenses: | ||||
Sales and marketing | 34,684 | 31,510 | 65,431 | 54,581 |
Technology and development | 8,764 | 6,760 | 17,673 | 12,502 |
General and administrative | 23,587 | 28,284 | 46,227 | 42,913 |
Total operating expenses | 67,035 | 66,554 | 129,331 | 109,996 |
Operating income (loss) | 2,818 | (15,795) | 5,410 | (13,030) |
Other income (expense): | ||||
Interest income | 503 | 7 | 533 | 25 |
Interest expense | (65) | (66) | (151) | (262) |
Other income (expense) | 264 | (416) | (274) | (559) |
Income (loss) before income tax expense | 3,520 | (16,270) | 5,518 | (13,826) |
Income tax expense | (172) | (593) | (810) | (837) |
Net income (loss) | $ 3,348 | $ (16,863) | $ 4,708 | $ (14,663) |
Net income (loss) per share, basic (in dollars per share) | $ 0.02 | $ (0.14) | $ 0.03 | $ (0.24) |
Net income (loss) per share, diluted (in dollars per share) | $ 0.02 | $ (0.14) | $ 0.03 | $ (0.24) |
Weighted-average shares used in calculating basic net income (loss) per share (in shares) | 175,293,173 | 122,273,944 | 174,909,849 | 61,136,973 |
Weighted-average shares used in calculating diluted net income (loss) per share (in shares) | 182,220,649 | 122,273,944 | 182,229,908 | 61,136,973 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 3,348 | $ (16,863) | $ 4,708 | $ (14,663) |
Other comprehensive (loss) income: | ||||
Net change in foreign currency translation adjustments | (1,757) | 284 | (1,271) | 85 |
Other comprehensive (loss) income | (1,757) | 284 | (1,271) | 85 |
Total comprehensive income (loss) | $ 1,591 | $ (16,579) | $ 3,437 | $ (14,578) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Conversion of Common Stock | Conversion of Convertible Preferred Stock and Previously Authorized Common Stock | Class A | Class B | Convertible Preferred Stock | Convertible Preferred Stock Conversion of Convertible Preferred Stock and Previously Authorized Common Stock | Common Stock | Common Stock Conversion of Convertible Preferred Stock and Previously Authorized Common Stock | Common Stock Class A | Common Stock Class A Conversion of Common Stock | Common Stock Class B | Common Stock Class B Conversion of Common Stock | Common Stock Class B Conversion of Convertible Preferred Stock and Previously Authorized Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 42,279,000 | 0 | 0 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 114,164,600 | ||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ (3,159) | $ 0 | $ 0 | $ 0 | $ 0 | $ 158,483 | $ (339) | $ (161,303) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Issuance of common stock for exercise of stock options (in shares) | 274,720 | 589,937 | |||||||||||||||
Issuance of common stock for exercise of stock options | 952 | 952 | |||||||||||||||
Issuance of common stock for business combinations (in shares) | 1,245,440 | ||||||||||||||||
Issuance of common stock for business combinations | 24,675 | 24,675 | |||||||||||||||
Repurchase of common stock (in shares) | (97,600) | ||||||||||||||||
Repurchase of common stock | (181) | (181) | |||||||||||||||
Issuance of common stock upon settlement of restricted stock units (in shares) | 949,815 | ||||||||||||||||
Conversion of stock to Common stock (in shares) | (114,164,600) | (43,701,560) | 758,452 | (758,452) | 157,866,160 | ||||||||||||
Conversion of stock to common stock | $ 2 | $ 2 | |||||||||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs (in shares) | 10,425,000 | ||||||||||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs | 153,796 | 153,796 | |||||||||||||||
Taxes paid related to net share settlement of equity awards (in shares) | (423,865) | ||||||||||||||||
Taxes paid related to net share settlement of equity awards | (6,782) | (6,782) | |||||||||||||||
Stock compensation expense | 20,181 | 20,181 | |||||||||||||||
Other comprehensive income (loss), net | 85 | 85 | |||||||||||||||
Net income (loss) | (14,663) | (14,663) | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 11,709,402 | 157,697,645 | ||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||||||||||
Ending balance at Jun. 30, 2021 | $ 174,906 | $ 0 | $ 0 | $ 0 | $ 2 | 351,124 | (254) | (175,966) | |||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 43,701,560 | 0 | 0 | ||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 114,164,600 | 114,164,600 | |||||||||||||||
Beginning balance at Mar. 31, 2021 | $ 24,684 | $ 0 | $ 0 | $ 0 | $ 0 | 184,325 | (538) | (159,103) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Issuance of common stock for exercise of stock options (in shares) | 589,937 | ||||||||||||||||
Issuance of common stock for exercise of stock options | 605 | 605 | |||||||||||||||
Repurchase of common stock | 680 | 680 | |||||||||||||||
Issuance of common stock upon settlement of restricted stock units (in shares) | 949,815 | ||||||||||||||||
Conversion of stock to Common stock (in shares) | (114,164,600) | (43,701,560) | 758,452 | (758,452) | 157,866,160 | ||||||||||||
Conversion of stock to common stock | $ 2 | $ 2 | |||||||||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs (in shares) | 10,425,000 | ||||||||||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs | 153,796 | 153,796 | |||||||||||||||
Taxes paid related to net share settlement of equity awards (in shares) | (423,865) | ||||||||||||||||
Taxes paid related to net share settlement of equity awards | (6,782) | (6,782) | |||||||||||||||
Stock compensation expense | 18,500 | 18,500 | |||||||||||||||
Other comprehensive income (loss), net | 284 | 284 | |||||||||||||||
Net income (loss) | (16,863) | (16,863) | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 11,709,402 | 157,697,645 | ||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||||||||||
Ending balance at Jun. 30, 2021 | $ 174,906 | $ 0 | $ 0 | $ 0 | $ 2 | 351,124 | (254) | (175,966) | |||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 66,335,930 | 107,936,779 | 66,335,930 | 107,936,779 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 217,267 | $ 1 | $ 2 | 391,803 | (1,391) | (173,148) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Issuance of common stock for exercise of stock options (in shares) | 963,004 | 963,004 | |||||||||||||||
Issuance of common stock for exercise of stock options | $ 2,222 | 2,222 | |||||||||||||||
Issuance of common stock under the employee stock purchase plan (in shares) | 193,595 | ||||||||||||||||
Issuance of common stock under the employee stock purchase plan | 2,932 | 2,932 | |||||||||||||||
Issuance of common stock upon settlement of restricted stock units (in shares) | 354,443 | ||||||||||||||||
Conversion of stock to Common stock (in shares) | 11,407,597 | (11,407,597) | |||||||||||||||
Conversion of stock to common stock | $ (1) | $ (1) | |||||||||||||||
Taxes paid related to net share settlement of equity awards (in shares) | (113,379) | ||||||||||||||||
Taxes paid related to net share settlement of equity awards | (1,985) | (1,985) | |||||||||||||||
Stock compensation expense | 12,648 | 12,648 | |||||||||||||||
Other comprehensive income (loss), net | (1,271) | (1,271) | |||||||||||||||
Net income (loss) | $ 4,708 | 4,708 | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 78,178,186 | 97,492,186 | 78,178,186 | 97,492,186 | |||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | ||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 236,520 | $ 1 | $ 1 | 407,620 | (2,662) | (168,440) | |||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 72,909,377 | 101,903,213 | |||||||||||||||
Beginning balance at Mar. 31, 2022 | 225,095 | $ 1 | $ 2 | 397,785 | (905) | (171,788) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Issuance of common stock for exercise of stock options (in shares) | 434,092 | ||||||||||||||||
Issuance of common stock for exercise of stock options | 1,175 | 1,175 | |||||||||||||||
Issuance of common stock under the employee stock purchase plan (in shares) | 193,595 | ||||||||||||||||
Issuance of common stock under the employee stock purchase plan | 2,932 | 2,932 | |||||||||||||||
Issuance of common stock upon settlement of restricted stock units (in shares) | 338,568 | ||||||||||||||||
Conversion of stock to Common stock (in shares) | 4,845,119 | (4,845,119) | |||||||||||||||
Conversion of stock to common stock | $ (1) | $ (1) | |||||||||||||||
Taxes paid related to net share settlement of equity awards (in shares) | (108,473) | ||||||||||||||||
Taxes paid related to net share settlement of equity awards | (1,818) | (1,818) | |||||||||||||||
Stock compensation expense | 7,546 | 7,546 | |||||||||||||||
Other comprehensive income (loss), net | (1,757) | (1,757) | |||||||||||||||
Net income (loss) | $ 3,348 | 3,348 | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 78,178,186 | 97,492,186 | 78,178,186 | 97,492,186 | |||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | ||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 236,520 | $ 1 | $ 1 | $ 407,620 | $ (2,662) | $ (168,440) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 4,708 | $ (14,663) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Additions to capitalized content | (2,817) | (2,619) |
Depreciation and amortization expense | 7,655 | 6,600 |
Deferred commissions amortization | 10,733 | 8,735 |
Stock compensation expense | 12,608 | 20,481 |
Other, net | (1,002) | 400 |
Changes in operating assets and liabilities, net of business combinations: | ||
Accounts receivable | (8,740) | (2,741) |
Deferred commissions | (17,491) | (14,386) |
Prepaid and other assets | (6,611) | (8,279) |
Accounts payable and other liabilities | 1,983 | 10,021 |
Deferred revenue | 46,367 | 32,397 |
Net cash provided by operating activities | 47,393 | 35,946 |
Cash flows from investing activities: | ||
Business combinations, net of cash acquired | 40 | (11,323) |
Purchases of investments | (2,375) | 0 |
Purchases of property and equipment | (2,621) | (1,055) |
Capitalized internal-use software costs | (2,260) | (1,121) |
Net cash used in investing activities | (7,216) | (13,499) |
Cash flows from financing activities: | ||
Proceeds from the exercise of stock options | 2,222 | 952 |
Proceeds from issuance of common stock under the employee stock purchase plan | 2,932 | 0 |
Repurchases of common stock | 0 | (1,171) |
Proceeds from the issuance of common stock | 0 | 155,958 |
Acquisition-related contingent consideration payments | 0 | (375) |
Payments for finance lease obligations | (21) | (20) |
Taxes paid for the net share settlement of equity awards | (1,985) | (6,782) |
Net cash provided by financing activities | 3,148 | 148,562 |
Effect of exchange rate changes on cash and cash equivalents | (1,553) | 465 |
Net change in cash and cash equivalents | 41,772 | 171,474 |
Cash and cash equivalents, beginning of period | 273,723 | 85,582 |
Cash and cash equivalents, end of period | 315,495 | 257,056 |
Supplemental disclosure of cash flow information: | ||
Cash paid for taxes | 949 | 1,397 |
Supplemental disclosure of noncash investing and financing activities: | ||
Capital expenditures and other assets included in accounts payable and accrued expenses | $ 926 | $ 955 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business KnowBe4, Inc. (“KnowBe4” or the “Company”), was incorporated in Delaware in January 2016 and is the successor to operations which began in August 2010. The Company is currently headquartered in Clearwater, Florida. The Company provides a comprehensive platform incorporating security awareness training and simulated phishing with advanced analytics and reporting that helps organizations manage the ongoing problem of social engineering. Additional offerings on the Company’s platform include a security orchestration, automation and response (“SOAR”) tool, a governance, risk and compliance (“GRC”) product, and comprehensive compliance training, all of which further the Company’s goal of providing products focused on meeting the needs of information security professionals. KnowBe4 conducts business globally and its platform is available as a software as a service (“SaaS”) subscription. Stock Split On April 9, 2021, the Company effected a 40-for-1 forward stock split of its authorized, issued and outstanding capital stock. All share and per share amounts presented in the accompanying consolidated financial statements have been retrospectively adjusted to reflect the forward stock split for all periods presented. Initial Public Offering As further described in Note 11 “Stockholders’ Equity”, in April 2021, the Company completed an initial public offering (“IPO”) of its Class A common stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies a. Basis of Presentation and Consolidation The Company’s consolidated financial statements and accompanying notes include the accounts of KnowBe4, Inc. and its wholly-owned subsidiaries. The accompanying consolidated balance sheets as of June 30, 2022 and the consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of stockholders' equity for the three and six months ended June 30, 2022 and 2021 and consolidated statements of cash flows for the six months ended June 30, 2022 and 2021 are unaudited. These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s consolidated balance sheets as of June 30, 2022, and its consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of stockholders' equity for the three and six months ended June 30, 2022 and 2021 and its consolidated statements of cash flows for the six months ended June 30, 2022 and 2021. All intercompany balances and transactions have been eliminated in consolidation. The results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2022. The accompanying interim unaudited consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. b. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s consolidated financial statements and accompanying notes. Estimates and assumptions used by management primarily affect revenue recognition, deferred commissions, fair value of net assets acquired in business combinations, common stock valuations (prior to the IPO), and stock compensation expense. These estimates are based on information available as of the date of the consolidated financial statements. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ materially from these estimates. c. Operating Segments The Company operates as a single operating segment, which engages in the development, marketing and sale of the Company’s SaaS-based security awareness platform. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker is the Chief Executive Officer, who is responsible for evaluating the Company’s financial results, evaluating the Company’s resources and assessing the performance of the operations on a consolidated basis. d. Cash and Cash Equivalents The Company considers all investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash and cash equivalents include $203.1 million and $180.2 million of overnight money market mutual funds at June 30, 2022 and December 31, 2021, respectively. The carrying amount of such cash equivalents approximates their fair value due to the short-term and highly liquid nature of these instruments. e. Accounts Receivable, Net Accounts receivable represents amounts owed to the Company for subscriptions to the Company’s platform and unbilled receivables representing the Company’s unconditional right to consideration for subscription contracts for which revenues have been earned in excess of the amount invoiced. Accounts receivable balances are recorded at the invoiced amount and are non-interest bearing. The Company maintains an allowance for doubtful accounts based on future expected credit losses measured over the contractual term of the receivable. Management regularly reviews the adequacy of the allowance for doubtful accounts by considering various factors including the age of each outstanding invoice, each customer’s expected ability to pay, historical loss rates and expectations of forward-looking loss estimates to determine whether the allowance is appropriate. The Company writes off accounts receivable balances to the allowance for doubtful accounts when the Company has exhausted all collection efforts. As of June 30, 2022 and December 31, 2021 the allowance for doubtful accounts was $0.5 million, and allowance activity for the periods presented was not material to the consolidated financial statements. f. Deferred Commissions The Company capitalizes sales commissions and associated benefits and payroll taxes paid to internal sales personnel that are considered incremental costs to acquire a customer contract. These costs are classified as deferred commissions on the consolidated balance sheets. Sales commissions related to an initial subscription contract are considered incremental to the acquisition of the customer contract to the extent that they exceed commissions earned on renewal sales. Sales commissions related to the renewal of a subscription contract are not considered commensurate with the commissions paid for the acquisition of the initial subscription contract given the substantive difference in commission rate between new and renewal contracts. The portion of commissions paid upon the initial acquisition of a contract that are incremental to acquisition of the customer contract are amortized over an estimated period of benefit of six years. The portion of commissions paid upon initial acquisition that are commensurate with those paid on a renewal contract and commissions paid related to renewal contracts are amortized over the average length of the related revenues contract. An estimate of the portion of commissions related to the downloadable content performance obligation is made, which is recognized at contract inception consistent with the pattern of revenue recognition. The estimated period of benefit for commissions paid for the acquisition of the initial subscription contract is determined based on qualitative and quantitative factors including the initial estimated customer life, the technological life of the Company’s platform and related significant features, customer attrition and industry practices. Amortization of deferred sales commissions is included in sales and marketing expense in the accompanying consolidated statements of operations. g. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows: Computers and equipment 3 years Furniture and fixtures 5 - 7 years Leasehold improvements shorter of lease term or 5 years Expenditures which significantly add to productive capacity or extend the useful life of an asset are capitalized. Maintenance and repairs to property and equipment are expensed as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation is removed from the accounts and gains or losses, if any, are recorded in other income (expenses). h. Capitalized Software and Content, Net The Company capitalizes costs incurred related to the development of internal use software during the application development stage. These capitalized costs are primarily related to the development of the Company’s security awareness platform. Costs are capitalized to develop new internal use software or to significantly increase the functionality of existing software. Additionally, the Company records acquired internal-use software and technology assets within the capitalized software and content caption on its consolidated balance sheets. Capitalized software costs are amortized on a straight-line basis over the software’s estimated useful life of three or changes in circumstances occur that could impact the recoverability of these assets. There were no impairments of capitalized internal use software during the three and six months ended June 30, 2022 or 2021. The Company also capitalizes costs related to the production of its training content, which includes interactive modules, movie series, videos, games and other content. Costs associated with the production of content, including development costs, direct costs and production overhead, are capitalized. Capitalized content is amortized over the estimated period of use, which generally ranges from three i. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price in a business combination over the estimated fair value of identifiable net assets acquired. The Company evaluates and tests the recoverability of goodwill for impairment at least annually, on October 1, or more frequently if circumstances indicate that goodwill may not be recoverable. The Company performs the impairment testing by first assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of its single reporting unit is less than its carrying amount. In assessing the qualitative factors, the Company considers the impact of certain key factors including macroeconomic conditions, industry and market considerations, changes in management, litigation or regulatory matters, changes in enterprise value, and overall financial performance. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company calculates the estimated fair value of the reporting unit and any excess of the carrying amount over fair value is recognized as a goodwill impairment loss. Based on the results of the qualitative goodwill impairment analyses, the Company has determined there were no triggering events indicating impairment of goodwill during the three and six months ended June 30, 2022 and 2021. Intangible assets consist of both definite-lived intangible assets, primarily acquired content, customer relationships, patents, trademarks and domain names, and indefinite-lived trade name intangible assets. Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, as follows: Acquired content 3 - 4 years Customer relationships 4 - 6 years Other Intangibles 3 - 10 years Patents 20 years j. Impairment of Intangible and Other Long-Lived Assets The Company performs an impairment review of long-lived assets, including property and equipment and both definite and indefinite-lived intangible assets, whenever events or changes in circumstances indicate that the carrying value may not be recoverable, in accordance with the respective accounting standards. If the Company determines that the carrying value of an asset group may not be recoverable, the Company measures recoverability by comparing the carrying amount of the asset group to the future undiscounted cash flows it expects the asset group to generate. If the Company considers any of these assets to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair value. In addition, the Company periodically evaluates the estimated remaining useful lives of long-lived assets to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation or amortization. No impairment indicators were identified and no impairment charges were recorded during the three and six months ended June 30, 2022 or 2021. k. Leases The Company determines whether an arrangement is or contains a lease at inception and classifies its leases at commencement. Operating leases with initial terms of twelve months or greater are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use underlying assets over the term of the lease and lease liabilities represent the Company’s contractual obligation to make lease payments over the lease term. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. Operating lease ROU assets also include any unamortized initial direct costs and any prepayments less any unamortized lease incentives received. As the Company’s leases do not provide an implicit rate for use in determining the present value of future payments, the Company uses its incremental borrowing rate. Options to extend or terminate a lease are included in the ROU asset and lease liability when it is reasonably certain that the Company will exercise the option. Lease expense for minimum lease payments for operating leases is recognized on a straight-line basis over the lease term and is included in operating expenses within the consolidated statements of operations. Variable lease costs represent non-lease components, namely common area maintenance and taxes, that are not fixed and are expensed as incurred. l. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company’s tax positions are subject to income tax audits by certain tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position will be sustainable upon examination by the taxing authority. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the income tax provision. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed. m. Foreign Currency Transactions The functional currency of the Company’s subsidiaries is determined based on the primary economic environment in which the subsidiary operates. Assets and liabilities of its non-U.S. dollar functional currency subsidiaries are translated into U.S. dollars using exchange rates in effect at the end of each period and revenues and expenses are translated at the average exchange rate for the period. Gains and losses from these translations are recognized as cumulative translation adjustments and included in accumulated other comprehensive loss. The Company remeasures monetary assets and liabilities that are not denominated in the functional currency at average exchange rates in effect during each period. Gains and losses from these remeasurement adjustments are recognized within other income (expense). n. Revenue Recognition The Company derives substantially all of its revenues from subscription services fees paid by customers for access to the Company’s cloud-based platform and content. The Company applies the following five-step approach for considering contracts: • identification of the contract, or contracts, with the customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenues when, or as, the Company satisfies a performance obligation. The Company recognizes revenues at the time the related performance obligation is satisfied by transferring the service to a customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services, net of any sales or other tax. The Company’s subscription contracts typically vary from one year to three years and are generally noncancellable and nonrefundable. Subscription service revenues consist of subscription fees earned from providing access to the Company’s cloud-based platform, including support services and feature upgrades, if and when available. The Company’s cloud-based platform also includes training content which can be downloaded by the customer during their subscription term. The subscription service contracts do not provide customers with the right to take possession of the software operating on the cloud platform and, as a result, are accounted for as service arrangements. Access to the platform represents a series of distinct services that the Company continually provides access to, which fulfills its obligation to the end customer over the subscription term. This series of distinct services represents a single performance obligation that is satisfied over time. Accordingly, the amounts allocated to the ratable portion of subscription revenues are recorded as deferred revenue and recognized on a straight-line basis over the contract term, beginning on the date that the service is made available to the customer. Amounts expected to be recognized within one year of the balance sheet date are classified within current liabilities and the remaining portion is classified in long-term liabilities. The customers’ ability to access and download content throughout their subscription term is considered distinct and accounted for as a separate performance obligation. The portion of the transaction price allocated to the downloadable content performance obligation is recognized as revenue at contract inception when the customer gains access to the downloadable content. The transaction price is allocated to the separate performance obligations on a relative stand-alone selling price (“SSP”) basis, which requires significant judgment. The Company determines SSP using an adjusted market assessment approach based on the prices at which it sells subscription services, including adjustments for standard discounting practices. As it relates to the content available for download, the calculation of SSP primarily utilizes suggested royalty rates, assumptions regarding content production costs and other industry pricing data. o. Cost of Revenues Cost of revenues consists of certain direct costs associated with delivering the Company’s platform and includes hosting fees as well as amortization of capitalized internal-use software and content and allocated overhead. Cost of revenues also includes personnel costs, including salaries, benefits, bonuses, and stock compensation, for employees who provide support services to customers. p. Stock Compensation The Company measures and recognizes compensation expense for all stock-based awards based on the estimated fair value of the award on the date of grant. Following the IPO, stock awards primarily consist of time and performance-based restricted stock units (“RSUs”). The grant date fair value of RSUs is measured at the grant date closing stock price and expense is recognized on a straight-line basis over the vesting period of the award, which is generally three years, and net of forfeitures, which are recorded as incurred. Performance-based RSUs vest, if at all, based on internal performance targets in effect during the year of grant. Stock compensation expense related to these awards is initially based on the number of shares that would vest if the Company achieved 100% of the performance target, which is the intended outcome at the grant date. Throughout the requisite service period, which is generally three years, management monitors the probability of achievement of the performance target. If it becomes probable that more or less than the current estimate of awarded shares will vest, an adjustment to stock compensation expense will be recognized as a change in accounting estimate in the period that such probability changes. Stock compensation expenses related to the Company’s Employee Stock Purchase Plan (“ESPP”) are based on the grant date fair value using the Black-Scholes option-pricing model. These expenses are recognized on a straight-line basis over the offering period, which is generally 6 months unless otherwise determined by the Company’s board of directors or compensation committee. The ESPP allows eligible employees to purchase shares of the Company’s Class A common stock at a 15.0% discount from the lesser of the fair market value of our common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of the purchase period in the applicable offering period. Prior to the IPO, given the absence of an active market for the Company’s Class A common stock, the Company estimated the grant date fair value of its stock options using the Black-Scholes option-pricing model. The Company’s board of directors who exercised judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common stock at each grant date, including (i) valuations performed at or near the time of grant; (ii) rights, preferences, and privileges of our redeemable convertible preferred stock relative to those of our common stock; (iii) our actual operating and financial performance at the time of the option grant; (iv) likelihood of achieving a liquidity event, such as an initial public offering or a merger or acquisition of our business; (v) the value of comparable companies with respect to industry, business model, stage of growth, financial risk or other factors; (vi) our stage of development and future financial projections; (vii) market transactions at or near the time of grant; and (viii) the lack of marketability of our common stock. Following the IPO, the Company’s Class A common stock is traded on the Nasdaq Global Select Market and the Company is no longer estimating the fair value of its common stock. q. 401(k) Plan The Company maintains a tax-qualified retirement plan, or the 401(k) plan, that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to participate in the 401(k) plan as of the first day of the month following the date they meet the 401(k) plan’s eligibility requirements, and participants are able to defer up to 100% of their eligible compensation subject to applicable annual Internal Revenue Code limits. All participants’ interests in their deferrals are 100% vested when contributed and the Company’s matching contributions are 100% vested following one year of service. The Company contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data. For the three months ended June 30, 2022 and 2021, the Company made contributions to the 401(k) Plan of $0.9 million and $0.5 million, respectively. For the six months ended June 30, 2022 and 2021 the Company made contributions of $1.8 million and $1.0 million, respectively. r. Advertising Advertising costs are expensed as incurred. Advertising expenses were $7.1 million and $4.1 million for the three months ended June 30, 2022 and 2021, respectively, and were $11.6 million and $7.2 million for the six months ended June 30, 2022 and 2021, respectively. These costs are included within sales and marketing expenses in the accompanying consolidated statements of operations. s. Research and Development Costs Research and development costs are expensed when incurred, except for certain internal-use software development costs, which may be capitalized as noted above. Research and development expenses consist primarily of personnel and related headcount costs, costs of professional services associated with the ongoing development of the Company’s technology, and allocated overhead and are recorded within technology and development expense in the accompanying consolidated statements of operations. t. Net Income (Loss) per Share Basic and diluted net income (loss) per share is presented in conformity with the two-class method required for participating securities. The Company considers shares of Class B common stock to be participating securities, since each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder. Net income is attributed to common stockholders and participating securities based on their participation rights. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by giving effect to all potentially dilutive common stock equivalents to the extent they are dilutive. u. Business Combinations The Company includes the results of operations of the businesses that it acquires as of the respective dates of acquisition. The Company allocates the fair value of the purchase price of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customers, acquired technology, the value of trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed. Upon conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expense in the Company’s consolidated statements of operations. v. Concentrations of Credit Risk and Significant Customers The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash deposits typically exceed the federally insured limits. Collateral is not required for accounts receivable. No single customer accounted for more than ten percent of total revenues, net during the three and six months ended June 30, 2022 and 2021. Additionally, no single customer accounted for more than ten percent of accounts receivable at June 30, 2022 or at December 31, 2021. w. Fair Value Measurement Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The lowest level of significant input determines the placement of the fair value measurement within the following hierarchical levels: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Other inputs that are directly or indirectly observable in the marketplace. • Level 3: Unobservable inputs which are supported by little or no market activity. The following tables present information about the Company’s financial assets and liabilities that are measured at fair value and indicate the fair value hierarchy of the valuation inputs used (in thousands): June 30, 2022 Quoted Prices in Active Markets for Identical Assets Significant Other Significant Total Assets: Cash equivalents: Money market mutual funds $ 203,070 $ — $ — $ 203,070 Other assets: Investments $ — $ — $ 2,375 $ 2,375 Total assets $ 203,070 $ — $ 2,375 $ 205,445 Liabilities: Accounts payable and accrued expenses: Contingent consideration $ — $ — $ 5,000 $ 5,000 Other non-current liabilities: Contingent consideration — — 1,239 1,239 Total liabilities $ — $ — $ 6,239 $ 6,239 December 31, 2021 Quoted Prices in Active Markets for Identical Assets Significant Other Significant Total Assets: Cash equivalents: Money market mutual funds $ 180,170 $ — $ — $ 180,170 Total assets $ 180,170 $ — $ — $ 180,170 Liabilities: Accounts payable and accrued expenses: Contingent consideration $ — $ — $ 5,000 $ 5,000 Total liabilities $ — $ — $ 5,000 $ 5,000 The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, and accounts payable, approximate fair value due to their short-term maturities and are excluded from the fair value tables above. The Company invested in equity securities of privately held companies which do not have a readily determinable fair value. The Company elected to measure these securities at cost less impairment, if any, adjusted for observable price changes resulting from orderly transactions for the identical or a similar security of the same issuer. The Company’s contingent consideration liabilities were initially measured using both a probability estimate of achieving the contingency and a Monte Carlo simulation utilizing future revenues projections, a risk-adjusted discount rate and performance volatility assumptions both of which involve inherent uncertainties. There were no transfers between levels during the three and six months ended June 30, 2022 or the year ended December 31, 2021. |
Revenues, Deferred Revenue and
Revenues, Deferred Revenue and Remaining Performance Obligations | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues, Deferred Revenue and Remaining Performance Obligations | Revenues, Deferred Revenue and Remaining Performance Obligations The following table summarizes revenues recognized from performance obligations delivered to customers, which relate to (i) subscription services that are recognized ratably over the term of the contract and (ii) subscription revenues allocated to downloadable content which are recognized at a point in time, as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Ratable portion of subscription revenues $ 71,178 $ 50,320 $ 137,293 $ 95,730 Subscription revenues allocated to downloadable content 9,584 9,030 18,502 17,170 Total $ 80,762 $ 59,350 $ 155,795 $ 112,900 The following table summarizes the revenues by region based on the shipping address of customers who have contracted to use the Company’s platform (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 North America $ 66,720 $ 50,353 $ 129,118 $ 96,420 International 14,042 8,997 26,677 16,480 Total $ 80,762 $ 59,350 $ 155,795 $ 112,900 Contract Balances The Company records unbilled receivables when revenues recognized on a contract exceed amounts invoiced. Unbilled receivables were not material as of June 30, 2022 or December 31, 2021. Contract liabilities consist of deferred revenue which represents contractual billings made in advance of performance under the contract. Changes in deferred revenue were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Beginning balance $ 287,082 $ 204,057 $ 265,774 $ 185,696 Plus: Additions to deferred revenue 105,211 77,240 201,552 149,151 Less: Recognition of revenue deferred in prior periods (69,930) (49,786) (119,899) (81,863) Less: Recognition of revenue deferred in the current period (10,832) (9,564) (35,896) (31,037) Ending balance $ 311,531 $ 221,947 $ 311,531 $ 221,947 Remaining Performance Obligations The transaction price allocated to remaining performance obligations represents contracted revenues that have not yet been recognized, which includes deferred revenue and unbilled amounts that will be recognized as revenues in future periods. The transaction price allocated to the remaining performance obligation is influenced by several factors, including the timing of delivery of the Company’s products and average contract terms. Unbilled portions of the remaining performance obligation are subject to future economic risks including bankruptcies, regulatory changes and other market factors. The Company excludes from the remaining performance obligation amounts related to performance obligations that have been delivered and therefore recognized. The majority of the Company’s noncurrent remaining performance obligation is expected to be recognized in the next 13 to 36 months. Remaining performance obligations consisted of the following (in thousands): June 30, 2022 December 31, 2021 Current $ 231,218 $ 198,134 Noncurrent 146,709 125,534 Total $ 377,927 $ 323,668 Deferred Commissions Changes in deferred commissions were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Beginning balance $ 54,671 $ 38,910 $ 51,711 $ 37,199 Plus: Additions to deferred commissions 9,182 8,539 17,491 14,386 Less: Recognition of deferred commissions (5,448) (4,651) (10,733) (8,735) Plus: Foreign currency impacts on deferred commissions (727) 28 (791) (24) Ending balance $ 57,678 $ 42,826 $ 57,678 $ 42,826 |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations 2021 Acquisitions MediaPro On March 1, 2021, the Company acquired all outstanding equity interests in MediaPro Holdings, LLC (“MediaPro”), a SaaS company that specializes in security and privacy solutions including production of digital content and custom software. The acquisition was funded using cash consideration of approximately $11.3 million, net of cash acquired of $1.9 million, and equity consideration of $24.7 million. SecurityAdvisor On November 1, 2021 the Company acquired all outstanding equity interests of SecurityAdvisor Technologies, Inc., collectively referred to as “SecurityAdvisor”, a SaaS company providing a personalized security awareness platform that integrates with its customers’ existing security infrastructure and provides customers the ability to address human layer risks in real-time through targeted alerts and micro-trainings. The acquisition was funded using cash consideration of approximately $22.6 million, net of cash acquired of $4.0 million, and equity consideration of $29.0 million. The purchase agreement also includes earn-out provisions payable in a combination of cash and equity that are contingent upon future events. These earn-outs include $5.0 million payable in cash upon the first sale of a product incorporating the developed technology and up to $10.0 million payable in shares of Class A common stock based upon performance targets measured by the achievement of certain annual recurring revenue levels. These earn-out provisions are classified as contingent consideration liabilities and are subject to recurring fair value measurements. The fair value of the contingent consideration is estimated to be $6.2 million, which includes a measurement period adjustment of $1.2 million resulting from the finalization of a third-party valuation report. The acquisition was accounted for as a business combination in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification, Topic 805, Business Combination s, and the Company has included the financial results of the acquired business in the consolidated financial statements from the date of acquisition. The resulting goodwill, which is not deductible for tax purposes, is primarily attributable to expanded market opportunities and the assembled workforce. The Company has recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date, including measurement period adjustments to the acquired technology of $2.7 million, the deferred tax liability of $0.7 million. Acquisition related costs for the six months ended June 30, 2022 were not material. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash $ 3,985 Deferred tax asset 938 Other assets 119 Acquired technology 14,600 Deferred tax liability (3,692) Other liabilities (221) Total identifiable net assets assumed 15,729 Goodwill 46,070 Total net asset value $ 61,799 The purchase price allocation was based on estimates of the fair value of the net assets acquired and was finalized during the second quarter. The Company has not presented pro forma results of operations because the acquisition is not material to the Company's consolidated results of operations, financial position, or cash flows. Following the acquisition, the Company also granted certain key employees of SecurityAdvisor restricted stock awards, containing both service and performance-based vesting conditions, with an aggregate grant date fair value of $15.9 million. The awards are expensed as stock compensation expense over the requisite service period, assuming the service and performed conditions are achieved. |
Capitalized Software and Conten
Capitalized Software and Content, Net | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Capitalized Software and Content, Net | Capitalized Software and Content, Net Capitalized software and content, net consists of the following (in thousands): June 30, 2022 December 31, 2021 Internally developed capitalized software $ 18,458 $ 16,689 Acquired technology 14,600 11,900 Capitalized content 26,568 23,277 59,626 51,866 Less: Accumulated amortization (29,723) (24,792) Total capitalized software and content, net $ 29,903 $ 27,074 Amortization expense for the three months ended June 30, 2022 and 2021 totaled $2.6 million and $2.1 million, respectively, and for six months ended June 30, 2022 and 2021 totaled $5.0 million and $4.1 million, respectively. These costs are primarily included in cost of revenues in the accompanying consolidated statements of operations. Internally developed capitalized software and content balances include accumulated costs not yet placed in service of $4.3 million at June 30, 2022. As the related software and content is not yet in service, the costs are not included in the following estimated future amortization expenses for capitalized software and content (in thousands): 2022 $ 4,406 2023 6,701 2024 4,771 2025 3,657 2026 3,160 Thereafter 2,954 Total $ 25,649 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following (in thousands): June 30, 2022 December 31, 2021 Leasehold improvements $ 10,284 $ 8,677 Computers and other equipment 7,334 7,038 Furniture and fixtures 2,205 2,002 19,823 17,717 Less: Accumulated depreciation (9,767) (8,597) Total property and equipment, net $ 10,056 $ 9,120 Depreciation expense for the three months ended June 30, 2022 and 2021 totaled $1.1 million and $1.0 million , respectively, and totaled $2.1 million and $2.0 million, for the six months ended June 30, 2022 and 2021, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets Intangible assets, net consist of the following (in thousands): Weighted Average Amortization Period June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in years) Acquired content and customer relationships (1) 4.0 years $ 7,084 $ (3,270) $ 3,814 Domain names 1.7 years 260 (218) 42 Patents 18.4 years 2,113 (164) 1,949 Trade names and other indefinite-lived intangibles (1) Indefinite 707 — 707 In-process patents and trademarks Not applicable 1,497 — 1,497 Total intangible assets $ 11,661 $ (3,652) $ 8,009 Weighted Average Amortization Period December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in years) Acquired content and customer relationships (1) 4.5 years $ 7,124 $ (2,762) $ 4,362 Domain names 2.1 years 260 (211) 49 Patents 18.5 years 1,761 (120) 1,641 Trade names and other indefinite-lived intangibles (1) Indefinite 709 — 709 In-process patents and trademarks Not applicable 1,231 — 1,231 Total intangible assets $ 11,085 $ (3,093) $ 7,992 _______________ (1) - Gross carrying amount includes impact of translation of foreign denominated intangible assets. Intangible asset amortization for the three months ended June 30, 2022 and 2021 totaled $0.4 million and $0.3 million, respectively, and totaled $0.7 million and $0.5 million, for the six months ended June 30, 2022 and 2021, respectively. These expenses are primarily presented in operating expenses with a portion allocated to cost of revenues within the accompanying consolidated statements of operations. Estimated future amortization expense is as follows (in thousands): 2022 $ 584 2023 1,120 2024 1,090 2025 754 2026 680 Thereafter 1,577 Total $ 5,805 Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill amounts are not amortized, but rather tested for impairment at least annually. The changes in carrying amounts of goodwill were as follows (in thousands): Balance at December 31, 2020 $ 8,605 Acquisitions 81,092 Other adjustments (1) (368) Balance at December 31, 2021 89,329 Measurement period adjustments (779) Other adjustments (1) (377) Balance at June 30, 2022 $ 88,173 ________________ (1) Other adjustments represents the impact of translation of foreign currency denominated goodwill balances. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued ExpensesAccounts payable and accrued expenses consisted of the following (in thousands): June 30, 2022 December 31, 2021 Accrued commissions $ 9,216 $ 9,302 Accrued payroll 14,493 8,798 Accounts payable 4,653 5,628 Contingent consideration 5,000 5,000 Other accrued expenses 6,436 8,914 Total accounts payable and accrued expenses $ 39,798 $ 37,642 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company primarily enters into operating lease agreements for office space and other property and equipment, some of which include options to renew or terminate the lease. The options to renew, which extend for up to 5 years, are reviewed on a per lease basis to determine if the renewal option is considered reasonably certain to be recognized and, therefore, are included in the determination of lease payments. The components of lease costs were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating lease cost $ 947 $ 930 $ 1,848 $ 1,802 Short-term lease cost 189 131 362 282 Variable lease cost 169 232 306 370 Total lease cost $ 1,305 $ 1,293 $ 2,516 $ 2,454 Lease costs are amortized in general and administrative expenses in the accompanying consolidated statements of operations. The Company reports the amortization of ROU assets and the change in operating lease liabilities on a net basis in accounts payable and other liabilities in the accompanying consolidated statements of cash flows. Other information related to operating and finance leases is as follows: Six Months Ended June 30, 2022 2021 Weighted-average remaining lease term (in years) 4.8 4.8 Weighted-average discount rate 1.9 % 4.5 % Future lease payments under non-cancellable leases recorded as of June 30, 2022, were as follows (in thousands): Operating Leases 2022 $ 1,835 2023 3,320 2024 3,174 2025 2,564 2026 2,557 Thereafter 1,660 Total lease payments 15,110 Less: imputed interest (562) Total future lease payments under non-cancellable leases $ 14,548 Supplemental cash flow information related to leases is as follows (in thousands): Six Months Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 1,848 $ 1,751 ROU assets obtained in exchange for lease obligations: Operating leases $ 2,469 $ 1,606 |
Leases | Leases The Company primarily enters into operating lease agreements for office space and other property and equipment, some of which include options to renew or terminate the lease. The options to renew, which extend for up to 5 years, are reviewed on a per lease basis to determine if the renewal option is considered reasonably certain to be recognized and, therefore, are included in the determination of lease payments. The components of lease costs were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating lease cost $ 947 $ 930 $ 1,848 $ 1,802 Short-term lease cost 189 131 362 282 Variable lease cost 169 232 306 370 Total lease cost $ 1,305 $ 1,293 $ 2,516 $ 2,454 Lease costs are amortized in general and administrative expenses in the accompanying consolidated statements of operations. The Company reports the amortization of ROU assets and the change in operating lease liabilities on a net basis in accounts payable and other liabilities in the accompanying consolidated statements of cash flows. Other information related to operating and finance leases is as follows: Six Months Ended June 30, 2022 2021 Weighted-average remaining lease term (in years) 4.8 4.8 Weighted-average discount rate 1.9 % 4.5 % Future lease payments under non-cancellable leases recorded as of June 30, 2022, were as follows (in thousands): Operating Leases 2022 $ 1,835 2023 3,320 2024 3,174 2025 2,564 2026 2,557 Thereafter 1,660 Total lease payments 15,110 Less: imputed interest (562) Total future lease payments under non-cancellable leases $ 14,548 Supplemental cash flow information related to leases is as follows (in thousands): Six Months Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 1,848 $ 1,751 ROU assets obtained in exchange for lease obligations: Operating leases $ 2,469 $ 1,606 |
Revolving Credit Facility
Revolving Credit Facility | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility In 2021, the Company entered into a $100.0 million revolving credit facility (the “Revolving Credit Facility”) with Bank of America, N.A., with a letter of credit and swingline sublimit of $10.0 million each and an accordion feature under which the Company can increase borrowings under the Revolving Credit Facility by up to $50.0 million. The Company is also obligated to pay other customary fees for a credit facility of this size and type, including letter of credit fees, an upfront fee, and an unused commitment fee which are expensed as incurred and included within interest expense in the consolidated statement of operations. The Revolving Credit Facility matures on March 12, 2024 and contains certain financial covenants. The borrowings under the Revolving Credit Facility bear interest, at our option, at a base rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) the rate of interest in effect for such date as publicly announced from time to time by Bank of America as its “prime rate”, or (c) the eurodollar rate plus 1.0%, provided that such rate shall not be less than 0.5%. As of June 30, 2022, the Company did not have any outstanding borrowings under the Revolving Credit Facility, there were no issued letters of credit outstanding from the credit agreement and the Company was in compliance with all covenant requirements. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholder's Equity | Stockholder’s Equity Initial Public Offering On April 26, 2021, the Company completed an IPO of its Class A common stock, in which the Company issued and sold 10,425,000 shares of Class A common stock, including 1,425,000 shares resulting from the exercise in full of the underwriters’ option to purchase additional shares, at an IPO price of $16.00 per share for net proceeds to the Company of $156.0 million. Upon recording the proceeds from the transaction, the Company reclassified $2.2 million of offering costs into stockholders’ equity (deficit) as a reduction of the net proceeds received from the IPO. Immediately prior to the completion of the IPO, the Company filed an amended and restated certificate of incorporation, which authorized capital stock consisting of 1,000,000,000 shares of Class A common stock, par value $0.00001 per share, 500,000,000 shares of Class B common stock, par value $0.00001 per share, and 100,000,000 shares of preferred stock, par value $0.00001 per share. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class B common stock is entitled to 10 votes and is convertible into one share of Class A common stock. Additionally, all shares of the Company’s capital stock outstanding immediately prior to the IPO, including all of the Company’s outstanding shares of convertible preferred stock, were reclassified into shares of the Company’s Class B common stock. No dividends were declared or paid during the three and six months ended June 30, 2022. Stockholder’s Equity Prior to Initial Public Offering Common Stock Prior to the completion of the IPO, the Company had one class of common stock where each share of common stock entitled the holder to one vote on all matters submitted to the stockholders for a vote. The voting, dividend and liquidation rights of the holders of the common stock were subject to and qualified by the rights, powers and preference of the holders of the preferred stock set forth below. Preferred Stock Prior to the completion of the IPO, the Company was authorized to issue 114,164,600 shares of preferred stock, par value $0.00001 per share. As of March 31, 2021, the Company had outstanding Series A, A-1, B, C and C-1 Preferred Stock (individually referred to as “Series A, A-1, B, C or C-1” or collectively “preferred stock”) as follows: Issue Price per Share Shares Authorized Issued and Outstanding Net Carrying Value Liquidation Preference (in thousands, except share and per share amounts) Series A $ 0.26 30,525,040 30,525,040 $ 8,000 $ 8,000 Series A-1 $ 0.82 6,764,960 6,764,960 5,541 5,541 Series B $ 1.67 17,955,840 17,955,840 30,000 30,000 Series C $ 4.85 6,511,400 6,511,400 31,377 31,561 Series C-1 $ 5.90 52,407,360 52,407,360 309,015 309,400 Total 114,164,600 114,164,600 $ 383,933 $ 384,502 As it relates to voting and dividend rights, the rights, preferences, and privileges of the preferred stock did not differ from the rights of the common stock. No dividends were declared during the three and six months ended June 30, 2021. In the event of any deemed liquidation event, as defined in the Company’s certificate of incorporation as then in effect, the holders of preferred stock were entitled to the greater of (i) the original issue price of the preferred stock plus any dividends declared and unpaid thereon, or (ii) the amount payable had all classes of shares been converted to common stock. Additionally, each share of preferred stock was convertible, at the option of the holder at any time, into the number of shares of common stock determined by dividing the original issue price for such series of preferred stock by the conversion price for such series of preferred share that is in effect at the time of conversion. Each share of preferred stock was converted to one share of Class B common stock in connection with the IPO. |
Stock Compensation
Stock Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Compensation | Stock Compensation 2016 Equity Incentive Plan The Company initially established the 2016 Equity Incentive Plan (the “2016 Incentive Plan”) which authorized the issuance of up to an aggregate of 37,728,000 shares of common stock in the form of stock options and other types of equity awards that were granted to officers, employees, directors, consultants and advisors of the Company and its subsidiaries and affiliates. The Company only granted stock options under the 2016 Incentive Plan. These options generally vest within four years from the date of grant and expire ten years from the date of grant, with typical vesting of 25% on the first anniversary and monthly thereafter. The Company (i) amended the 2016 Incentive Plan to clarify that, following the closing of the IPO, outstanding awards under the 2016 Incentive Plan would cover shares of the Company’s Class B common stock, and (ii) terminated the 2016 Incentive Plan; provided, however, that the 2016 Incentive Plan continues to govern the terms and conditions of awards outstanding under the 2016 Incentive Plan as of the time of its termination. As of June 30, 2022, a total of 8,040,614 shares of Class B common stock have been reserved for issuance upon the exercise of stock options under the 2016 Incentive Plan. 2021 Equity Incentive Plan In April 2021, the Company adopted the 2021 Equity Incentive Plan (the “2021 Incentive Plan”), which initially authorized the issuance of up to an aggregate of 18,400,000 shares of Class A common stock in the form of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to our employees, directors and consultants and any of our future subsidiary corporations’ employees and consultants. In addition, the shares reserved for issuance under the 2021 Incentive Plan include a number of shares of Class A common stock equal to the number of shares of Class B common stock subject to awards granted under the 2016 Incentive Plan up to a maximum of 14,219,800 shares. The number of shares of the Company’s Class A common stock available for issuance under the 2021 Incentive Plan is subject to an annual increase on the first day of each fiscal year beginning on January 1, 2022, equal to the lesser of: (i) 18,400,000 shares; (ii) 5% of the outstanding shares of all classes of the Company’s common stock as of the last day of the immediately preceding year; or (iii) such other amount as the Company’s board of directors may determine. As of June 30, 2022, 22,748,584 shares of Class A common stock were reserved for future issuance under the 2021 Incentive Plan. Stock Options The Company records compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions set forth in the table below. Six Months Ended June 30, 2021 Expected term (years) 6.3 Expected stock price volatility 45.0 % Risk-free interest rate 0.8 % Dividend yield — % Fair value of common stock $ 19.82 The following table summarizes the common stock option activity for the six months ended June 30, 2022: Number of Shares Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 9,104,749 $ 3.18 $ 1.51 6.9 Granted — — — Exercised (963,004) 2.32 18,106 Forfeited or expired (101,131) 5.17 Outstanding as of June 30, 2022 8,040,614 $ 3.25 $ 1.56 6.8 $ 99,439 Vested and exercisable as of June 30, 2022 5,866,254 $ 2.74 $ 1.31 6.5 $ 75,538 The aggregate intrinsic value of the options exercised represents the difference between the estimated fair value of our common stock on the date of exercise and the exercise price of the options. Share Repurchases Prior to the completion of its IPO, the Company repurchased or promised to repurchase shares of common stock from former employees under pre-existing contingent call options triggered upon termination. The repurchase price paid or promised was in excess of the fair value of the common stock on the repurchase date. During April 2021, the Company completed its IPO, establishing a public market for the Company’s shares and no longer repurchases shares under remaining contingent call options. Restricted Stock Units The Company recognizes stock compensation expense associated with RSUs over the term of the respective awards. The following table summarizes the RSU activity during the six months ended June 30, 2022: Shares Weighted-Average Grant-Date Fair Value per Share Outstanding as of December 31, 2021 2,433,681 $ 20.80 Granted 793,784 $ 19.40 Vested (354,443) $ 17.88 Forfeited or expired (84,191) $ 22.01 Outstanding as of June 30, 2022 2,788,831 $ 20.73 2021 Employee Stock Purchase Plan In April 2021, the Company adopted its ESPP, which initially reserved for issuance 3,350,000 shares of Class A common stock. The number of shares reserved under the ESPP will automatically increase on the first day of each fiscal year, starting on January 1, 2022, in an amount equal to the lesser of (i) 3,350,000 shares, (ii) 1% of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year, or (iii) such other amount as the administrator of the ESPP may determine. As of June 30, 2022, 5,092,727 shares of Class A common stock were reserved for future issuance under the ESPP. The fair value of the ESPP purchase right is estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions: Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 Expected term (years) 0.5 0.5 Expected stock price volatility 71.0% - 81.9% 60.9 % Risk-free interest rate 0.1% - 1.5% 0.4 % Dividend yield — % — % Stock Compensation Expense The following table summarizes the components of stock compensation expense recognized in the consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenues $ 179 $ 76 $ 345 $ 129 Sales and marketing 1,421 5,662 2,575 6,551 Technology and development 1,328 148 2,581 288 General and administrative 4,053 12,983 7,107 13,560 Total stock compensation expense $ 6,981 $ 18,869 $ 12,608 $ 20,528 As of June 30, 2022, the Company had $50.5 million of unrecognized stock compensation associated with stock awards, which is expected to be recognized over a weighted-average period of 2.3 years. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Net Income (Loss) per Share The computation of net income (loss) per share is as follows (in thousands, except share and per share data): Three Months Ended Six Months Ended Class A Class B Class A Class B Net income per share, basic: Numerator: Allocation of undistributed income for basic calculation $ 1,452 $ 1,896 $ 1,976 $ 2,732 Denominator: Number of shares used in basic per share computation 76,023,858 99,269,315 73,404,219 101,505,630 Net income per share, basic $ 0.02 $ 0.02 $ 0.03 $ 0.03 Net income per share, diluted: Numerator: Allocation of undistributed income for basic calculation $ 1,452 $ 1,896 $ 1,976 $ 2,732 Reallocation of undistributed income for diluted calculation based on conversion of Class B to Class A shares 1,896 — 2,732 — Reallocation of undistributed income — (72) — (110) Allocation of undistributed income for diluted calculation $ 3,348 $ 1,824 $ 4,708 $ 2,622 Denominator: Number of shares used in basic per share computation 76,023,858 99,269,315 73,404,219 101,505,630 Plus: reallocation of Class B to Class A shares outstanding 99,269,315 — 101,505,630 — Plus: dilutive common stock options and restricted stock units 6,927,476 — 7,320,059 — Number of shares used in diluted per share computation 182,220,649 99,269,315 182,229,908 101,505,630 Net income per share, basic and diluted $ 0.02 $ 0.02 $ 0.03 $ 0.03 Three Months Ended Six Months Ended Class A Class B Class A Class B Net loss per share, basic and diluted: Numerator: Allocation of undistributed loss for basic and diluted calculation $ (1,136) $ (15,727) $ (988) $ (13,675) Denominator: Number of shares used in basic and diluted per share computation 8,235,097 114,038,847 4,117,549 57,019,424 Net loss per share, basic and diluted $ (0.14) $ (0.14) $ (0.24) $ (0.24) Potentially dilutive securities that were not included in the June 30, 2021 diluted per share calculations because they would be antidilutive were as follows: Three Months Ended Six Months Ended Stock options 12,030,920 12,109,270 Restricted stock units 175,301 175,301 Shares issuable pursuant to the 2021 Employee Stock Purchase Plan — — Total potentially dilutive securities 12,206,221 12,284,571 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for discrete tax items recorded in the period. Each quarter the Company updates its estimated annual effective tax rate and makes a cumulative adjustment if the estimated annual tax rate has changed.The Company recognized income tax expense of $0.2 million and $0.6 million for the three months ended June 30, 2022 and 2021, respectively, and of $0.8 million for the six months ended June 30, 2022 and 2021. Tax expense was primarily attributable to taxes generated on operating income expected to be earned in both the U.S. and foreign jurisdictions. As of June 30, 2022, the Company has a full valuation allowance on its U.S. federal and state and certain foreign deferred tax assets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is subject to various legal proceedings and claims arising in the ordinary course of business. The Company establishes accruals for specific legal proceedings when it is considered probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Accruals for loss contingencies are reviewed periodically and adjusted as additional information becomes available. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued, the Company assesses whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, the Company discloses the estimate of the possible loss or range of loss, or states that such an estimate cannot be made. The evaluation as to whether a loss is reasonably possible or probable is based on the Company’s assessment, in conjunction with legal counsel, regarding the ultimate outcome of the matter. The Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. The Company does not believe that the ultimate resolution of any matters to which the Company is presently a party will have a material adverse effect on its consolidated results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows. Legal costs are expensed as incurred. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsKevin Mitnick, a former member of the board of directors and a holder of greater than 5% of the Company’s Class B common stock, performs consulting services for and licenses to the Company the right to use his name and likeness in connection with the Company’s products. Mr. Mitnick's consulting agreement calls for an annual fee of $0.2 million plus the reimbursement of certain expenses. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Company’s consolidated financial statements and accompanying notes include the accounts of KnowBe4, Inc. and its wholly-owned subsidiaries. The accompanying consolidated balance sheets as of June 30, 2022 and the consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of stockholders' equity for the three and six months ended June 30, 2022 and 2021 and consolidated statements of cash flows for the six months ended June 30, 2022 and 2021 are unaudited. |
Consolidation | These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s consolidated balance sheets as of June 30, 2022, and its consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of stockholders' equity for the three and six months ended June 30, 2022 and 2021 and its consolidated statements of cash flows for the six months ended June 30, 2022 and 2021. All intercompany balances and transactions have been eliminated in consolidation. The results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2022. The accompanying interim unaudited consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
Use of Estimates | The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s consolidated financial statements and accompanying notes. Estimates and assumptions used by management primarily affect revenue recognition, deferred commissions, fair value of net assets acquired in business combinations, common stock valuations (prior to the IPO), and stock compensation expense. These estimates are based on information available as of the date of the consolidated financial statements. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ materially from these estimates. |
Operating Segments | The Company operates as a single operating segment, which engages in the development, marketing and sale of the Company’s SaaS-based security awareness platform. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker is the Chief Executive Officer, who is responsible for evaluating the Company’s financial results, evaluating the Company’s resources and assessing the performance of the operations on a consolidated basis. |
Cash and Cash Equivalents | The Company considers all investments purchased with an original maturity of 90 days or less to be cash equivalents. Cash and cash equivalents include $203.1 million and $180.2 million of overnight money market mutual funds at June 30, 2022 and December 31, 2021, respectively. The carrying amount of such cash equivalents approximates their fair value due to the short-term and highly liquid nature of these instruments |
Accounts Receivable, Net | Accounts receivable represents amounts owed to the Company for subscriptions to the Company’s platform and unbilled receivables representing the Company’s unconditional right to consideration for subscription contracts for which revenues have been earned in excess of the amount invoiced. Accounts receivable balances are recorded at the invoiced amount and are non-interest bearing.The Company maintains an allowance for doubtful accounts based on future expected credit losses measured over the contractual term of the receivable. Management regularly reviews the adequacy of the allowance for doubtful accounts by considering various factors including the age of each outstanding invoice, each customer’s expected ability to pay, historical loss rates and expectations of forward-looking loss estimates to determine whether the allowance is appropriate. The Company writes off accounts receivable balances to the allowance for doubtful accounts when the Company has exhausted all collection efforts. |
Deferred Commissions and Revenue Recognition | The Company capitalizes sales commissions and associated benefits and payroll taxes paid to internal sales personnel that are considered incremental costs to acquire a customer contract. These costs are classified as deferred commissions on the consolidated balance sheets. Sales commissions related to an initial subscription contract are considered incremental to the acquisition of the customer contract to the extent that they exceed commissions earned on renewal sales. Sales commissions related to the renewal of a subscription contract are not considered commensurate with the commissions paid for the acquisition of the initial subscription contract given the substantive difference in commission rate between new and renewal contracts. The portion of commissions paid upon the initial acquisition of a contract that are incremental to acquisition of the customer contract are amortized over an estimated period of benefit of six years. The portion of commissions paid upon initial acquisition that are commensurate with those paid on a renewal contract and commissions paid related to renewal contracts are amortized over the average length of the related revenues contract. An estimate of the portion of commissions related to the downloadable content performance obligation is made, which is recognized at contract inception consistent with the pattern of revenue recognition. The estimated period of benefit for commissions paid for the acquisition of the initial subscription contract is determined based on qualitative and quantitative factors including the initial estimated customer life, the technological life of the Company’s platform and related significant features, customer attrition and industry practices. Amortization of deferred sales commissions is included in sales and marketing expense in the accompanying consolidated statements of operations. The Company derives substantially all of its revenues from subscription services fees paid by customers for access to the Company’s cloud-based platform and content. The Company applies the following five-step approach for considering contracts: • identification of the contract, or contracts, with the customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenues when, or as, the Company satisfies a performance obligation. The Company recognizes revenues at the time the related performance obligation is satisfied by transferring the service to a customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services, net of any sales or other tax. The Company’s subscription contracts typically vary from one year to three years and are generally noncancellable and nonrefundable. Subscription service revenues consist of subscription fees earned from providing access to the Company’s cloud-based platform, including support services and feature upgrades, if and when available. The Company’s cloud-based platform also includes training content which can be downloaded by the customer during their subscription term. The subscription service contracts do not provide customers with the right to take possession of the software operating on the cloud platform and, as a result, are accounted for as service arrangements. Access to the platform represents a series of distinct services that the Company continually provides access to, which fulfills its obligation to the end customer over the subscription term. This series of distinct services represents a single performance obligation that is satisfied over time. Accordingly, the amounts allocated to the ratable portion of subscription revenues are recorded as deferred revenue and recognized on a straight-line basis over the contract term, beginning on the date that the service is made available to the customer. Amounts expected to be recognized within one year of the balance sheet date are classified within current liabilities and the remaining portion is classified in long-term liabilities. The customers’ ability to access and download content throughout their subscription term is considered distinct and accounted for as a separate performance obligation. The portion of the transaction price allocated to the downloadable content performance obligation is recognized as revenue at contract inception when the customer gains access to the downloadable content. |
Property and Equipment, Net | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows: Computers and equipment 3 years Furniture and fixtures 5 - 7 years Leasehold improvements shorter of lease term or 5 years |
Capitalized Software and Content, Net | The Company capitalizes costs incurred related to the development of internal use software during the application development stage. These capitalized costs are primarily related to the development of the Company’s security awareness platform. Costs are capitalized to develop new internal use software or to significantly increase the functionality of existing software. Additionally, the Company records acquired internal-use software and technology assets within the capitalized software and content caption on its consolidated balance sheets. Capitalized software costs are amortized on a straight-line basis over the software’s estimated useful life of three |
Capitalized Film Costs | The Company also capitalizes costs related to the production of its training content, which includes interactive modules, movie series, videos, games and other content. Costs associated with the production of content, including development costs, direct costs and production overhead, are capitalized. Capitalized content is amortized over the estimated period of use, which generally ranges from three |
Goodwill and Intangible Assets | Goodwill represents the excess of the purchase price in a business combination over the estimated fair value of identifiable net assets acquired. The Company evaluates and tests the recoverability of goodwill for impairment at least annually, on October 1, or more frequently if circumstances indicate that goodwill may not be recoverable. The Company performs the impairment testing by first assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of its single reporting unit is less than its carrying amount. In assessing the qualitative factors, the Company considers the impact of certain key factors including macroeconomic conditions, industry and market considerations, changes in management, litigation or regulatory matters, changes in enterprise value, and overall financial performance. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company calculates the estimated fair value of the reporting unit and any excess of the carrying amount over fair value is recognized as a goodwill impairment loss. Based on the results of the qualitative goodwill impairment analyses, the Company has determined there were no triggering events indicating impairment of goodwill during the three and six months ended June 30, 2022 and 2021. Intangible assets consist of both definite-lived intangible assets, primarily acquired content, customer relationships, patents, trademarks and domain names, and indefinite-lived trade name intangible assets. Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, as follows: Acquired content 3 - 4 years Customer relationships 4 - 6 years Other Intangibles 3 - 10 years Patents 20 years |
Impairment of Intangible and Other Long-Lived Assets | The Company performs an impairment review of long-lived assets, including property and equipment and both definite and indefinite-lived intangible assets, whenever events or changes in circumstances indicate that the carrying value may not be recoverable, in accordance with the respective accounting standards. If the Company determines that the carrying value of an asset group may not be recoverable, the Company measures recoverability by comparing the carrying amount of the asset group to the future undiscounted cash flows it expects the asset group to generate. If the Company considers any of these assets to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair value. In addition, the Company periodically evaluates the estimated remaining useful lives of long-lived assets to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation or amortization. |
Leases | The Company determines whether an arrangement is or contains a lease at inception and classifies its leases at commencement. Operating leases with initial terms of twelve months or greater are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use underlying assets over the term of the lease and lease liabilities represent the Company’s contractual obligation to make lease payments over the lease term. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. Operating lease ROU assets also include any unamortized initial direct costs and any prepayments less any unamortized lease incentives received. As the Company’s leases do not provide an implicit rate for use in determining the present value of future payments, the Company uses its incremental borrowing rate. Options to extend or terminate a lease are included in the ROU asset and lease liability when it is reasonably certain that the Company will exercise the option. Lease expense for minimum lease payments for operating leases is recognized on a straight-line basis over the lease term and is included in operating expenses within the consolidated statements of operations. Variable lease costs represent non-lease components, namely common area maintenance and taxes, that are not fixed and are expensed as incurred. |
Income Taxes | The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company’s tax positions are subject to income tax audits by certain tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position will be sustainable upon examination by the taxing authority. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the income tax provision. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed. |
Foreign Currency Transactions | The functional currency of the Company’s subsidiaries is determined based on the primary economic environment in which the subsidiary operates. Assets and liabilities of its non-U.S. dollar functional currency subsidiaries are translated into U.S. dollars using exchange rates in effect at the end of each period and revenues and expenses are translated at the average exchange rate for the period. Gains and losses from these translations are recognized as cumulative translation adjustments and included in accumulated other comprehensive loss. The Company remeasures monetary assets and liabilities that are not denominated in the functional currency at average exchange rates in effect during each period. Gains and losses from these remeasurement adjustments are recognized within other income (expense). |
Cost of Revenues | Cost of revenues consists of certain direct costs associated with delivering the Company’s platform and includes hosting fees as well as amortization of capitalized internal-use software and content and allocated overhead. Cost of revenues also includes personnel costs, including salaries, benefits, bonuses, and stock compensation, for employees who provide support services to customers. |
Stock Compensation | The Company measures and recognizes compensation expense for all stock-based awards based on the estimated fair value of the award on the date of grant. Following the IPO, stock awards primarily consist of time and performance-based restricted stock units (“RSUs”). The grant date fair value of RSUs is measured at the grant date closing stock price and expense is recognized on a straight-line basis over the vesting period of the award, which is generally three years, and net of forfeitures, which are recorded as incurred. Performance-based RSUs vest, if at all, based on internal performance targets in effect during the year of grant. Stock compensation expense related to these awards is initially based on the number of shares that would vest if the Company achieved 100% of the performance target, which is the intended outcome at the grant date. Throughout the requisite service period, which is generally three years, management monitors the probability of achievement of the performance target. If it becomes probable that more or less than the current estimate of awarded shares will vest, an adjustment to stock compensation expense will be recognized as a change in accounting estimate in the period that such probability changes. Stock compensation expenses related to the Company’s Employee Stock Purchase Plan (“ESPP”) are based on the grant date fair value using the Black-Scholes option-pricing model. These expenses are recognized on a straight-line basis over the offering period, which is generally 6 months unless otherwise determined by the Company’s board of directors or compensation committee. The ESPP allows eligible employees to purchase shares of the Company’s Class A common stock at a 15.0% discount from the lesser of the fair market value of our common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of the purchase period in the applicable offering period. Prior to the IPO, given the absence of an active market for the Company’s Class A common stock, the Company estimated the grant date fair value of its stock options using the Black-Scholes option-pricing model. The Company’s board of directors who exercised judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common stock at each grant date, including (i) valuations performed at or near the time of grant; (ii) rights, preferences, and privileges of our redeemable convertible preferred stock relative to those of our common stock; (iii) our actual operating and financial performance at the time of the option grant; (iv) likelihood of achieving a liquidity event, such as an initial public offering or a merger or acquisition of our business; (v) the value of comparable companies with respect to industry, business model, stage of growth, financial risk or other factors; (vi) our stage of development and future financial projections; (vii) market transactions at or near the time of grant; and (viii) the lack of marketability of our common stock. Following the IPO, the Company’s Class A common stock is traded on the Nasdaq Global Select Market and the Company is no longer estimating the fair value of its common stock. |
401(k) Plan | The Company maintains a tax-qualified retirement plan, or the 401(k) plan, that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to participate in the 401(k) plan as of the first day of the month following the date they meet the 401(k) plan’s eligibility requirements, and participants are able to defer up to 100% of their eligible compensation subject to applicable annual Internal Revenue Code limits. All participants’ interests in their deferrals are 100% vested when contributed and the Company’s matching contributions are 100% vested following one year of service. The Company contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data. |
Advertising | Advertising costs are expensed as incurred. |
Research and Development Costs | Research and development costs are expensed when incurred, except for certain internal-use software development costs, which may be capitalized as noted above. Research and development expenses consist primarily of personnel and related headcount costs, costs of professional services associated with the ongoing development of the Company’s technology, and allocated overhead and are recorded within technology and development expense in the accompanying consolidated statements of operations. |
Net Income (Loss) per Share | Basic and diluted net income (loss) per share is presented in conformity with the two-class method required for participating securities. The Company considers shares of Class B common stock to be participating securities, since each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder. Net income is attributed to common stockholders and participating securities based on their participation rights. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by giving effect to all potentially dilutive common stock equivalents to the extent they are dilutive. |
Business Combinations | The Company includes the results of operations of the businesses that it acquires as of the respective dates of acquisition. The Company allocates the fair value of the purchase price of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customers, acquired technology, the value of trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed. Upon conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expense in the Company’s consolidated statements of operations. |
Concentrations of Credit Risk and Significant Customers | The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash deposits typically exceed the federally insured limits. Collateral is not required for accounts receivable. |
Fair Value Measurement | Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The lowest level of significant input determines the placement of the fair value measurement within the following hierarchical levels: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Other inputs that are directly or indirectly observable in the marketplace. • Level 3: Unobservable inputs which are supported by little or no market activity. The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, and accounts payable, approximate fair value due to their short-term maturities and are excluded from the fair value tables above. The Company invested in equity securities of privately held companies which do not have a readily determinable fair value. The Company elected to measure these securities at cost less impairment, if any, adjusted for observable price changes resulting from orderly transactions for the identical or a similar security of the same issuer. The Company’s contingent consideration liabilities were initially measured using both a probability estimate of achieving the contingency and a Monte Carlo simulation utilizing future revenues projections, a risk-adjusted discount rate and performance volatility assumptions both of which involve inherent uncertainties. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment Useful Lives | Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows: Computers and equipment 3 years Furniture and fixtures 5 - 7 years Leasehold improvements shorter of lease term or 5 years Property and equipment, net consists of the following (in thousands): June 30, 2022 December 31, 2021 Leasehold improvements $ 10,284 $ 8,677 Computers and other equipment 7,334 7,038 Furniture and fixtures 2,205 2,002 19,823 17,717 Less: Accumulated depreciation (9,767) (8,597) Total property and equipment, net $ 10,056 $ 9,120 |
Schedule of Finite-Lived Intangible Assets | Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, as follows: Acquired content 3 - 4 years Customer relationships 4 - 6 years Other Intangibles 3 - 10 years Patents 20 years Intangible assets, net consist of the following (in thousands): Weighted Average Amortization Period June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in years) Acquired content and customer relationships (1) 4.0 years $ 7,084 $ (3,270) $ 3,814 Domain names 1.7 years 260 (218) 42 Patents 18.4 years 2,113 (164) 1,949 Trade names and other indefinite-lived intangibles (1) Indefinite 707 — 707 In-process patents and trademarks Not applicable 1,497 — 1,497 Total intangible assets $ 11,661 $ (3,652) $ 8,009 Weighted Average Amortization Period December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in years) Acquired content and customer relationships (1) 4.5 years $ 7,124 $ (2,762) $ 4,362 Domain names 2.1 years 260 (211) 49 Patents 18.5 years 1,761 (120) 1,641 Trade names and other indefinite-lived intangibles (1) Indefinite 709 — 709 In-process patents and trademarks Not applicable 1,231 — 1,231 Total intangible assets $ 11,085 $ (3,093) $ 7,992 _______________ |
Schedule of Fair Value of Financial Assets and Liabilities | The following tables present information about the Company’s financial assets and liabilities that are measured at fair value and indicate the fair value hierarchy of the valuation inputs used (in thousands): June 30, 2022 Quoted Prices in Active Markets for Identical Assets Significant Other Significant Total Assets: Cash equivalents: Money market mutual funds $ 203,070 $ — $ — $ 203,070 Other assets: Investments $ — $ — $ 2,375 $ 2,375 Total assets $ 203,070 $ — $ 2,375 $ 205,445 Liabilities: Accounts payable and accrued expenses: Contingent consideration $ — $ — $ 5,000 $ 5,000 Other non-current liabilities: Contingent consideration — — 1,239 1,239 Total liabilities $ — $ — $ 6,239 $ 6,239 December 31, 2021 Quoted Prices in Active Markets for Identical Assets Significant Other Significant Total Assets: Cash equivalents: Money market mutual funds $ 180,170 $ — $ — $ 180,170 Total assets $ 180,170 $ — $ — $ 180,170 Liabilities: Accounts payable and accrued expenses: Contingent consideration $ — $ — $ 5,000 $ 5,000 Total liabilities $ — $ — $ 5,000 $ 5,000 |
Revenues, Deferred Revenue an_2
Revenues, Deferred Revenue and Remaining Performance Obligations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Customer Revenues by Type | The following table summarizes revenues recognized from performance obligations delivered to customers, which relate to (i) subscription services that are recognized ratably over the term of the contract and (ii) subscription revenues allocated to downloadable content which are recognized at a point in time, as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Ratable portion of subscription revenues $ 71,178 $ 50,320 $ 137,293 $ 95,730 Subscription revenues allocated to downloadable content 9,584 9,030 18,502 17,170 Total $ 80,762 $ 59,350 $ 155,795 $ 112,900 |
Schedule of Customer Revenues by Region | The following table summarizes the revenues by region based on the shipping address of customers who have contracted to use the Company’s platform (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 North America $ 66,720 $ 50,353 $ 129,118 $ 96,420 International 14,042 8,997 26,677 16,480 Total $ 80,762 $ 59,350 $ 155,795 $ 112,900 |
Schedule of Changes in Deferred Revenue | Changes in deferred revenue were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Beginning balance $ 287,082 $ 204,057 $ 265,774 $ 185,696 Plus: Additions to deferred revenue 105,211 77,240 201,552 149,151 Less: Recognition of revenue deferred in prior periods (69,930) (49,786) (119,899) (81,863) Less: Recognition of revenue deferred in the current period (10,832) (9,564) (35,896) (31,037) Ending balance $ 311,531 $ 221,947 $ 311,531 $ 221,947 |
Schedule of Remaining Performance Obligations | Remaining performance obligations consisted of the following (in thousands): June 30, 2022 December 31, 2021 Current $ 231,218 $ 198,134 Noncurrent 146,709 125,534 Total $ 377,927 $ 323,668 |
Schedule of Changes in Deferred Commissions | Changes in deferred commissions were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Beginning balance $ 54,671 $ 38,910 $ 51,711 $ 37,199 Plus: Additions to deferred commissions 9,182 8,539 17,491 14,386 Less: Recognition of deferred commissions (5,448) (4,651) (10,733) (8,735) Plus: Foreign currency impacts on deferred commissions (727) 28 (791) (24) Ending balance $ 57,678 $ 42,826 $ 57,678 $ 42,826 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash $ 3,985 Deferred tax asset 938 Other assets 119 Acquired technology 14,600 Deferred tax liability (3,692) Other liabilities (221) Total identifiable net assets assumed 15,729 Goodwill 46,070 Total net asset value $ 61,799 |
Capitalized Software and Cont_2
Capitalized Software and Content, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule Of Capitalized Computer Software And Content | Capitalized software and content, net consists of the following (in thousands): June 30, 2022 December 31, 2021 Internally developed capitalized software $ 18,458 $ 16,689 Acquired technology 14,600 11,900 Capitalized content 26,568 23,277 59,626 51,866 Less: Accumulated amortization (29,723) (24,792) Total capitalized software and content, net $ 29,903 $ 27,074 |
Schedule of Estimated Future Capitalized Software and Content Amortization Expense | As the related software and content is not yet in service, the costs are not included in the following estimated future amortization expenses for capitalized software and content (in thousands): 2022 $ 4,406 2023 6,701 2024 4,771 2025 3,657 2026 3,160 Thereafter 2,954 Total $ 25,649 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows: Computers and equipment 3 years Furniture and fixtures 5 - 7 years Leasehold improvements shorter of lease term or 5 years Property and equipment, net consists of the following (in thousands): June 30, 2022 December 31, 2021 Leasehold improvements $ 10,284 $ 8,677 Computers and other equipment 7,334 7,038 Furniture and fixtures 2,205 2,002 19,823 17,717 Less: Accumulated depreciation (9,767) (8,597) Total property and equipment, net $ 10,056 $ 9,120 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net consist of the following (in thousands): Weighted Average Amortization Period June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in years) Acquired content and customer relationships (1) 4.0 years $ 7,084 $ (3,270) $ 3,814 Domain names 1.7 years 260 (218) 42 Patents 18.4 years 2,113 (164) 1,949 Trade names and other indefinite-lived intangibles (1) Indefinite 707 — 707 In-process patents and trademarks Not applicable 1,497 — 1,497 Total intangible assets $ 11,661 $ (3,652) $ 8,009 Weighted Average Amortization Period December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in years) Acquired content and customer relationships (1) 4.5 years $ 7,124 $ (2,762) $ 4,362 Domain names 2.1 years 260 (211) 49 Patents 18.5 years 1,761 (120) 1,641 Trade names and other indefinite-lived intangibles (1) Indefinite 709 — 709 In-process patents and trademarks Not applicable 1,231 — 1,231 Total intangible assets $ 11,085 $ (3,093) $ 7,992 _______________ |
Schedule of Finite-Lived Intangible Assets | Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, as follows: Acquired content 3 - 4 years Customer relationships 4 - 6 years Other Intangibles 3 - 10 years Patents 20 years Intangible assets, net consist of the following (in thousands): Weighted Average Amortization Period June 30, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in years) Acquired content and customer relationships (1) 4.0 years $ 7,084 $ (3,270) $ 3,814 Domain names 1.7 years 260 (218) 42 Patents 18.4 years 2,113 (164) 1,949 Trade names and other indefinite-lived intangibles (1) Indefinite 707 — 707 In-process patents and trademarks Not applicable 1,497 — 1,497 Total intangible assets $ 11,661 $ (3,652) $ 8,009 Weighted Average Amortization Period December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in years) Acquired content and customer relationships (1) 4.5 years $ 7,124 $ (2,762) $ 4,362 Domain names 2.1 years 260 (211) 49 Patents 18.5 years 1,761 (120) 1,641 Trade names and other indefinite-lived intangibles (1) Indefinite 709 — 709 In-process patents and trademarks Not applicable 1,231 — 1,231 Total intangible assets $ 11,085 $ (3,093) $ 7,992 _______________ |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense is as follows (in thousands): 2022 $ 584 2023 1,120 2024 1,090 2025 754 2026 680 Thereafter 1,577 Total $ 5,805 |
Schedule of Changes in Carrying Amounts of Goodwill | The changes in carrying amounts of goodwill were as follows (in thousands): Balance at December 31, 2020 $ 8,605 Acquisitions 81,092 Other adjustments (1) (368) Balance at December 31, 2021 89,329 Measurement period adjustments (779) Other adjustments (1) (377) Balance at June 30, 2022 $ 88,173 ________________ (1) Other adjustments represents the impact of translation of foreign currency denominated goodwill balances. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses consisted of the following (in thousands): June 30, 2022 December 31, 2021 Accrued commissions $ 9,216 $ 9,302 Accrued payroll 14,493 8,798 Accounts payable 4,653 5,628 Contingent consideration 5,000 5,000 Other accrued expenses 6,436 8,914 Total accounts payable and accrued expenses $ 39,798 $ 37,642 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense, Other Operating Lease Information, and Supplemental Cash Flow Information | The components of lease costs were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating lease cost $ 947 $ 930 $ 1,848 $ 1,802 Short-term lease cost 189 131 362 282 Variable lease cost 169 232 306 370 Total lease cost $ 1,305 $ 1,293 $ 2,516 $ 2,454 Other information related to operating and finance leases is as follows: Six Months Ended June 30, 2022 2021 Weighted-average remaining lease term (in years) 4.8 4.8 Weighted-average discount rate 1.9 % 4.5 % Supplemental cash flow information related to leases is as follows (in thousands): Six Months Ended June 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 1,848 $ 1,751 ROU assets obtained in exchange for lease obligations: Operating leases $ 2,469 $ 1,606 |
Schedule of Future Lease Payments Under Non-Cancellable Leases | Future lease payments under non-cancellable leases recorded as of June 30, 2022, were as follows (in thousands): Operating Leases 2022 $ 1,835 2023 3,320 2024 3,174 2025 2,564 2026 2,557 Thereafter 1,660 Total lease payments 15,110 Less: imputed interest (562) Total future lease payments under non-cancellable leases $ 14,548 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Stock by Class | As of March 31, 2021, the Company had outstanding Series A, A-1, B, C and C-1 Preferred Stock (individually referred to as “Series A, A-1, B, C or C-1” or collectively “preferred stock”) as follows: Issue Price per Share Shares Authorized Issued and Outstanding Net Carrying Value Liquidation Preference (in thousands, except share and per share amounts) Series A $ 0.26 30,525,040 30,525,040 $ 8,000 $ 8,000 Series A-1 $ 0.82 6,764,960 6,764,960 5,541 5,541 Series B $ 1.67 17,955,840 17,955,840 30,000 30,000 Series C $ 4.85 6,511,400 6,511,400 31,377 31,561 Series C-1 $ 5.90 52,407,360 52,407,360 309,015 309,400 Total 114,164,600 114,164,600 $ 383,933 $ 384,502 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Valuation Assumptions | The Company records compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions set forth in the table below. Six Months Ended June 30, 2021 Expected term (years) 6.3 Expected stock price volatility 45.0 % Risk-free interest rate 0.8 % Dividend yield — % Fair value of common stock $ 19.82 |
Summary of Common Stock Option Activity | The following table summarizes the common stock option activity for the six months ended June 30, 2022: Number of Shares Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 9,104,749 $ 3.18 $ 1.51 6.9 Granted — — — Exercised (963,004) 2.32 18,106 Forfeited or expired (101,131) 5.17 Outstanding as of June 30, 2022 8,040,614 $ 3.25 $ 1.56 6.8 $ 99,439 Vested and exercisable as of June 30, 2022 5,866,254 $ 2.74 $ 1.31 6.5 $ 75,538 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes the RSU activity during the six months ended June 30, 2022: Shares Weighted-Average Grant-Date Fair Value per Share Outstanding as of December 31, 2021 2,433,681 $ 20.80 Granted 793,784 $ 19.40 Vested (354,443) $ 17.88 Forfeited or expired (84,191) $ 22.01 Outstanding as of June 30, 2022 2,788,831 $ 20.73 |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The fair value of the ESPP purchase right is estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions: Six Months Ended June 30, 2022 Six Months Ended June 30, 2021 Expected term (years) 0.5 0.5 Expected stock price volatility 71.0% - 81.9% 60.9 % Risk-free interest rate 0.1% - 1.5% 0.4 % Dividend yield — % — % |
Schedule of Stock Compensation Expense | The following table summarizes the components of stock compensation expense recognized in the consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenues $ 179 $ 76 $ 345 $ 129 Sales and marketing 1,421 5,662 2,575 6,551 Technology and development 1,328 148 2,581 288 General and administrative 4,053 12,983 7,107 13,560 Total stock compensation expense $ 6,981 $ 18,869 $ 12,608 $ 20,528 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Net Income (Loss) Per Share | The computation of net income (loss) per share is as follows (in thousands, except share and per share data): Three Months Ended Six Months Ended Class A Class B Class A Class B Net income per share, basic: Numerator: Allocation of undistributed income for basic calculation $ 1,452 $ 1,896 $ 1,976 $ 2,732 Denominator: Number of shares used in basic per share computation 76,023,858 99,269,315 73,404,219 101,505,630 Net income per share, basic $ 0.02 $ 0.02 $ 0.03 $ 0.03 Net income per share, diluted: Numerator: Allocation of undistributed income for basic calculation $ 1,452 $ 1,896 $ 1,976 $ 2,732 Reallocation of undistributed income for diluted calculation based on conversion of Class B to Class A shares 1,896 — 2,732 — Reallocation of undistributed income — (72) — (110) Allocation of undistributed income for diluted calculation $ 3,348 $ 1,824 $ 4,708 $ 2,622 Denominator: Number of shares used in basic per share computation 76,023,858 99,269,315 73,404,219 101,505,630 Plus: reallocation of Class B to Class A shares outstanding 99,269,315 — 101,505,630 — Plus: dilutive common stock options and restricted stock units 6,927,476 — 7,320,059 — Number of shares used in diluted per share computation 182,220,649 99,269,315 182,229,908 101,505,630 Net income per share, basic and diluted $ 0.02 $ 0.02 $ 0.03 $ 0.03 Three Months Ended Six Months Ended Class A Class B Class A Class B Net loss per share, basic and diluted: Numerator: Allocation of undistributed loss for basic and diluted calculation $ (1,136) $ (15,727) $ (988) $ (13,675) Denominator: Number of shares used in basic and diluted per share computation 8,235,097 114,038,847 4,117,549 57,019,424 Net loss per share, basic and diluted $ (0.14) $ (0.14) $ (0.24) $ (0.24) |
Schedule of Excluded Antidilutive Securities | Potentially dilutive securities that were not included in the June 30, 2021 diluted per share calculations because they would be antidilutive were as follows: Three Months Ended Six Months Ended Stock options 12,030,920 12,109,270 Restricted stock units 175,301 175,301 Shares issuable pursuant to the 2021 Employee Stock Purchase Plan — — Total potentially dilutive securities 12,206,221 12,284,571 |
Description of Business (Detail
Description of Business (Details) | Apr. 09, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Forward stock split ratio | 40 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment reporting_unit | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Cash and Cash Equivalents [Line Items] | |||||
Number of operating segments | segment | 1 | ||||
Allowance for doubtful accounts | $ 500,000 | $ 500,000 | $ 500,000 | ||
Amortization period | 6 years | 6 years | |||
Impairments of capitalized internal use software | $ 0 | $ 0 | $ 0 | $ 0 | |
Number of reporting units | reporting_unit | 1 | ||||
Goodwill impairment | 0 | 0 | $ 0 | 0 | |
Intangible asset impairment | 0 | 0 | 0 | 0 | |
Long-lived asset impairment | 0 | 0 | $ 0 | 0 | |
Percentage of annual contributions per employee | 100% | ||||
Percentage of vested annual eligible compensation | 100% | ||||
Percentage of vested employer matching | 100% | ||||
Vesting period | 1 year | ||||
Contributions | 900,000 | 500,000 | $ 1,800,000 | 1,000,000 | |
Advertising expenses | $ 7,100,000 | $ 4,100,000 | $ 11,600,000 | $ 7,200,000 | |
Common stock, conversion ratio | 1 | 1 | |||
Money Market Funds | |||||
Cash and Cash Equivalents [Line Items] | |||||
Money market mutual funds | $ 203,100,000 | $ 203,100,000 | $ 180,200,000 | ||
Restricted stock units | |||||
Cash and Cash Equivalents [Line Items] | |||||
Vesting period | 3 years | ||||
Performance-Based Restricted Stock Units | |||||
Cash and Cash Equivalents [Line Items] | |||||
Performance target (as a percent) | 100% | ||||
Requisite service period (in years) | 3 years | ||||
Shares issuable pursuant to the 2021 Employee Stock Purchase Plan | |||||
Cash and Cash Equivalents [Line Items] | |||||
Expense recognition period | 6 months | ||||
Purchase shares discount (as a percent) | 15% | ||||
Minimum | |||||
Cash and Cash Equivalents [Line Items] | |||||
Capitalized computer software, useful life | 3 years | ||||
Capitalized computer content, useful life | 3 years | ||||
Subscription contracts, term | 1 year | ||||
Maximum | |||||
Cash and Cash Equivalents [Line Items] | |||||
Capitalized computer software, useful life | 6 years | ||||
Capitalized computer content, useful life | 7 years | ||||
Subscription contracts, term | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Useful Lives of Property and Equipment (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Computers and other equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Useful Lives of Intangible Assets (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Acquired content | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Definite-lived intangible asset, useful life | 3 years |
Acquired content | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Definite-lived intangible asset, useful life | 4 years |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Definite-lived intangible asset, useful life | 4 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Definite-lived intangible asset, useful life | 6 years |
Other Intangibles | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Definite-lived intangible asset, useful life | 3 years |
Other Intangibles | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Definite-lived intangible asset, useful life | 10 years |
Patents | |
Finite-Lived Intangible Assets [Line Items] | |
Definite-lived intangible asset, useful life | 20 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Recurring | ||
Other assets: | ||
Total assets | $ 205,445 | $ 180,170 |
Accounts payable and accrued expenses: | ||
Total liabilities | 6,239 | 5,000 |
Fair Value, Recurring | Other assets | ||
Other assets: | ||
Investments | 2,375 | |
Fair Value, Recurring | Accounts payable and accrued expenses | ||
Accounts payable and accrued expenses: | ||
Contingent consideration | 5,000 | 5,000 |
Fair Value, Recurring | Other non-current liabilities | ||
Accounts payable and accrued expenses: | ||
Contingent consideration | 1,239 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | ||
Other assets: | ||
Total assets | 203,070 | 180,170 |
Accounts payable and accrued expenses: | ||
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Other assets | ||
Other assets: | ||
Investments | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Accounts payable and accrued expenses | ||
Accounts payable and accrued expenses: | ||
Contingent consideration | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Other non-current liabilities | ||
Accounts payable and accrued expenses: | ||
Contingent consideration | 0 | |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | ||
Other assets: | ||
Total assets | 0 | 0 |
Accounts payable and accrued expenses: | ||
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Other assets | ||
Other assets: | ||
Investments | 0 | |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Accounts payable and accrued expenses | ||
Accounts payable and accrued expenses: | ||
Contingent consideration | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Other non-current liabilities | ||
Accounts payable and accrued expenses: | ||
Contingent consideration | 0 | |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | ||
Other assets: | ||
Total assets | 2,375 | 0 |
Accounts payable and accrued expenses: | ||
Total liabilities | 6,239 | 5,000 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Other assets | ||
Other assets: | ||
Investments | 2,375 | |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Accounts payable and accrued expenses | ||
Accounts payable and accrued expenses: | ||
Contingent consideration | 5,000 | 5,000 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Other non-current liabilities | ||
Accounts payable and accrued expenses: | ||
Contingent consideration | 1,239 | |
Money market mutual funds | ||
Cash equivalents: | ||
Money market mutual funds | 203,100 | 180,200 |
Money market mutual funds | Fair Value, Recurring | ||
Cash equivalents: | ||
Money market mutual funds | 203,070 | 180,170 |
Money market mutual funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | ||
Cash equivalents: | ||
Money market mutual funds | 203,070 | 180,170 |
Money market mutual funds | Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | ||
Cash equivalents: | ||
Money market mutual funds | 0 | 0 |
Money market mutual funds | Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | ||
Cash equivalents: | ||
Money market mutual funds | $ 0 | $ 0 |
Revenues, Deferred Revenue an_3
Revenues, Deferred Revenue and Remaining Performance Obligations - Disaggregation of Revenue by Timing of Service (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 80,762 | $ 59,350 | $ 155,795 | $ 112,900 |
Ratable portion of subscription revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 71,178 | 50,320 | 137,293 | 95,730 |
Subscription revenues allocated to downloadable content | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 9,584 | $ 9,030 | $ 18,502 | $ 17,170 |
Revenues, Deferred Revenue an_4
Revenues, Deferred Revenue and Remaining Performance Obligations - Revenue By Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 80,762 | $ 59,350 | $ 155,795 | $ 112,900 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 66,720 | 50,353 | 129,118 | 96,420 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 14,042 | $ 8,997 | $ 26,677 | $ 16,480 |
Revenues, Deferred Revenue an_5
Revenues, Deferred Revenue and Remaining Performance Obligations - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Activity In Contract With Customer, Liability [Roll Forward] | ||||
Beginning balance | $ 287,082 | $ 204,057 | $ 265,774 | $ 185,696 |
Plus: Additions to deferred revenue | 105,211 | 77,240 | 201,552 | 149,151 |
Less: Recognition of revenue deferred in prior periods | (69,930) | (49,786) | (119,899) | (81,863) |
Less: Recognition of revenue deferred in the current period | (10,832) | (9,564) | (35,896) | (31,037) |
Ending balance | $ 311,531 | $ 221,947 | $ 311,531 | $ 221,947 |
Revenues, Deferred Revenue an_6
Revenues, Deferred Revenue and Remaining Performance Obligations - Narrative (Details) | Jun. 30, 2022 |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing for recognition of remaining performance obligation | 13 months |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing for recognition of remaining performance obligation | 36 months |
Revenues, Deferred Revenue an_7
Revenues, Deferred Revenue and Remaining Performance Obligations - Remaining Performance Obligation (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 377,927 | $ 323,668 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 231,218 | 198,134 |
Expected timing for recognition of remaining performance obligation | 6 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 146,709 | $ 125,534 |
Expected timing for recognition of remaining performance obligation |
Revenues, Deferred Revenue an_8
Revenues, Deferred Revenue and Remaining Performance Obligations - Changes in Deferred Commissions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Activity In Capitalized Contract Cost, Net [Roll Forward] | ||||
Beginning balance | $ 54,671 | $ 38,910 | $ 51,711 | $ 37,199 |
Plus: Additions to deferred commissions | 9,182 | 8,539 | 17,491 | 14,386 |
Less: Recognition of deferred commissions | (5,448) | (4,651) | (10,733) | (8,735) |
Plus: Foreign currency impacts on deferred commissions | (727) | 28 | (791) | (24) |
Ending balance | $ 57,678 | $ 42,826 | $ 57,678 | $ 42,826 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 8 Months Ended | |||
Nov. 01, 2021 | Mar. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | |||||
Cash consideration | $ (40) | $ 11,323 | |||
MediaPro Holdings | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 11,300 | ||||
Cash acquired | 1,900 | ||||
Equity consideration | $ 24,700 | ||||
SecurityAdvisor Technologies, Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 22,600 | ||||
Cash acquired | 4,000 | ||||
Equity consideration | 29,000 | ||||
Measurement period adjustment, contingent consideration | $ 1,200 | ||||
Measurement period adjustment, acquired technology | 2,700 | ||||
Measurement period adjustment, deferred tax liability | $ 700 | ||||
SecurityAdvisor Technologies, Inc. | Certain Key Employees | Restricted Stock | |||||
Business Acquisition [Line Items] | |||||
Service and performance-based vesting conditions, aggregate grant date fair value | 15,900 | ||||
SecurityAdvisor Technologies, Inc. | Earn-Out Provisions | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | 6,200 | ||||
SecurityAdvisor Technologies, Inc. | Earn-Out Provisions, Payable In Cash | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | 5,000 | ||||
SecurityAdvisor Technologies, Inc. | Earn-Out Provision, Payable In Equity, Class A Common Stock | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration | $ 10,000 |
Business Combinations - Fair Va
Business Combinations - Fair Value of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 01, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 88,173 | $ 89,329 | $ 8,605 | |
SecurityAdvisor Technologies, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 3,985 | |||
Deferred tax asset | 938 | |||
Other assets | 119 | |||
Deferred tax liability | (3,692) | |||
Other liabilities | (221) | |||
Total identifiable net assets assumed | 15,729 | |||
Goodwill | 46,070 | |||
Total net asset value | 61,799 | |||
SecurityAdvisor Technologies, Inc. | Acquired technology | ||||
Business Acquisition [Line Items] | ||||
Acquired technology | $ 14,600 |
Capitalized Software and Cont_3
Capitalized Software and Content, Net - Capitalized Computer Software and Content (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Internally developed capitalized software | $ 18,458 | $ 16,689 |
Acquired technology | 14,600 | 11,900 |
Capitalized content | 26,568 | 23,277 |
Capitalized software and content, gross | 59,626 | 51,866 |
Less: Accumulated amortization | (29,723) | (24,792) |
Total capitalized software and content, net | $ 29,903 | $ 27,074 |
Capitalized Software and Cont_4
Capitalized Software and Content, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||
Amortization expense | $ 2.6 | $ 2.1 | $ 5 | $ 4.1 |
Accumulated costs not yet placed in service | $ 4.3 | $ 4.3 |
Capitalized Software and Cont_5
Capitalized Software and Content, Net - Expected Amortization (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Capitalized Computer Software And Content, Future Expected Amortization Expense [Abstract] | |
2022 | $ 4,406 |
2023 | 6,701 |
2024 | 4,771 |
2025 | 3,657 |
2026 | 3,160 |
Thereafter | 2,954 |
Total | $ 25,649 |
Property and Equipment, Net - C
Property and Equipment, Net - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 19,823 | $ 17,717 |
Less: Accumulated depreciation | (9,767) | (8,597) |
Total property and equipment, net | 10,056 | 9,120 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 10,284 | 8,677 |
Computers and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 7,334 | 7,038 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,205 | $ 2,002 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation expense | $ 1.1 | $ 1 | $ 2.1 | $ 2 | |
United States | Geographic Concentration Risk | Property, Plant and Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration Risk, Percentage | 93.60% | 92.60% | |||
Various International Jurisdictions | Geographic Concentration Risk | Property, Plant and Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration Risk, Percentage | 6.40% | 7.40% |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated Amortization | $ (3,652) | $ (3,093) |
Net Carrying Amount | 5,805 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 3,652 | 3,093 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 11,661 | 11,085 |
Accumulated Amortization | (3,652) | (3,093) |
Net Carrying Amount | 8,009 | 7,992 |
Trade name and other indefinite-lived intangibles | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets | 707 | 709 |
In-process patents and trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets | $ 1,497 | $ 1,231 |
Acquired content and customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 4 years | 4 years 6 months |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 7,084 | $ 7,124 |
Accumulated Amortization | (3,270) | (2,762) |
Net Carrying Amount | 3,814 | 4,362 |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,084 | 7,124 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 3,270 | $ 2,762 |
Weighted Average Amortization Period | 4 years | 4 years 6 months |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (3,270) | $ (2,762) |
Domain names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 1 year 8 months 12 days | 2 years 1 month 6 days |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 260 | $ 260 |
Accumulated Amortization | (218) | (211) |
Net Carrying Amount | 42 | 49 |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 260 | 260 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 218 | $ 211 |
Weighted Average Amortization Period | 1 year 8 months 12 days | 2 years 1 month 6 days |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (218) | $ (211) |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period | 18 years 4 months 24 days | 18 years 6 months |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 2,113 | $ 1,761 |
Accumulated Amortization | (164) | (120) |
Net Carrying Amount | 1,949 | 1,641 |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,113 | 1,761 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 164 | $ 120 |
Weighted Average Amortization Period | 18 years 4 months 24 days | 18 years 6 months |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (164) | $ (120) |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible asset amortization expense | $ 0.4 | $ 0.3 | $ 0.7 | $ 0.5 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 584 |
2023 | 1,120 |
2024 | 1,090 |
2025 | 754 |
2026 | 680 |
Thereafter | 1,577 |
Net Carrying Amount | $ 5,805 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 89,329 | $ 8,605 |
Acquisitions | 81,092 | |
Other adjustments | (377) | (368) |
Measurement period adjustments | (779) | |
Ending balance | $ 88,173 | $ 89,329 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued commissions | $ 9,216 | $ 9,302 |
Accrued payroll | 14,493 | 8,798 |
Accounts payable | 4,653 | 5,628 |
Contingent consideration | 5,000 | 5,000 |
Other accrued expenses | 6,436 | 8,914 |
Total accounts payable and accrued expenses | $ 39,798 | $ 37,642 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Jun. 30, 2022 |
Leases [Abstract] | |
Lessee, operating lease, renewal term | 5 years |
Leases - Components of Lease Co
Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 947 | $ 930 | $ 1,848 | $ 1,802 |
Short-term lease cost | 189 | 131 | 362 | 282 |
Variable lease cost | 169 | 232 | 306 | 370 |
Total lease cost | $ 1,305 | $ 1,293 | $ 2,516 | $ 2,454 |
Leases - Other Operating Lease
Leases - Other Operating Lease Information (Details) | Jun. 30, 2022 | Jun. 30, 2021 |
Leases [Abstract] | ||
Operating Lease, Weighted-average remaining lease term (in years) | 4 years 9 months 18 days | 4 years 9 months 18 days |
Finance Lease, Weighted-average remaining lease term (in years) | 4 years 9 months 18 days | 4 years 9 months 18 days |
Operating Lease, Weighted-average discount rate | 1.90% | 4.50% |
Finance Lease, Weighted-average discount rate | 1.90% | 4.50% |
Leases - Future Lease Payments
Leases - Future Lease Payments Under Non-Cancellable Leases (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 | $ 1,835 |
2023 | 3,320 |
2024 | 3,174 |
2025 | 2,564 |
2026 | 2,557 |
Thereafter | 1,660 |
Total lease payments | 15,110 |
Less: imputed interest | (562) |
Total future lease payments under non-cancellable leases | $ 14,548 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 1,848 | $ 1,751 |
ROU assets obtained in exchange for lease obligations: | ||
Operating leases | $ 2,469 | $ 1,606 |
Revolving Credit Facility (Deta
Revolving Credit Facility (Details) - Credit Agreement - Line of Credit - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2022 | |
Bridge Loan | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 10,000,000 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Current borrowing capacity | 100,000,000 | |
Increase limit on borrowings | $ 50,000,000 | |
Borrowings outstanding | $ 0 | |
Revolving Credit Facility | Federal Funds Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Revolving Credit Facility | Eurodollar Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1% | |
Revolving Credit Facility | Eurodollar Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Letter of Credit | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 10,000,000 | |
Borrowings outstanding | $ 0 |
Stockholder's Equity - Narrativ
Stockholder's Equity - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Apr. 26, 2021 USD ($) vote $ / shares shares | Jun. 30, 2022 $ / shares shares | Jun. 30, 2021 $ / shares | Jun. 30, 2022 $ / shares shares | Jun. 30, 2021 $ / shares | Dec. 31, 2021 $ / shares shares | Apr. 25, 2021 vote $ / shares shares | Mar. 31, 2021 $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Offering costs reclassified into stockholders' equity (deficit) | $ | $ 2.2 | |||||||
Preferred stock, shares authorized (in shares) | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 114,164,600 | |||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||
Common stock, number of votes | vote | 1 | |||||||
Common stock, conversion ratio | 1 | 1 | ||||||
Preferred stock, dividends per share, declared (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Common stock, dividends per share, declared (in dollars per share) | 0 | $ 0 | 0 | $ 0 | ||||
Preferred stock, dividends per share, paid (in dollars per share) | 0 | 0 | ||||||
Common stock, dividends per share, paid (in dollars per share) | $ 0 | $ 0 | ||||||
Preferred stock, conversion ratio | 1 | |||||||
Class A | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Class B | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | shares | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Common stock, number of votes | vote | 10 | |||||||
Common stock, conversion ratio | 1 | |||||||
IPO | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued and sold (in shares) | shares | 10,425,000 | |||||||
Sale of stock, price per share (in dollars per share) | $ 16 | |||||||
Sale of stock, net proceeds | $ | $ 156 | |||||||
Over-Allotment Option | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued and sold (in shares) | shares | 1,425,000 |
Stockholder's Equity - Preferre
Stockholder's Equity - Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Apr. 25, 2021 | Mar. 31, 2021 |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 114,164,600 |
Preferred stock, shares issued (in shares) | 0 | 0 | 114,164,600 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 114,164,600 | |
Net Carrying Value | $ 383,933 | |||
Liquidation Preference | $ 384,502 | |||
Series A | ||||
Class of Stock [Line Items] | ||||
Issue Price per share (in dollars per share) | $ 0.26 | |||
Preferred stock, shares authorized (in shares) | 30,525,040 | |||
Preferred stock, shares issued (in shares) | 30,525,040 | |||
Preferred stock, shares outstanding (in shares) | 30,525,040 | |||
Net Carrying Value | $ 8,000 | |||
Liquidation Preference | $ 8,000 | |||
Series A-1 | ||||
Class of Stock [Line Items] | ||||
Issue Price per share (in dollars per share) | $ 0.82 | |||
Preferred stock, shares authorized (in shares) | 6,764,960 | |||
Preferred stock, shares issued (in shares) | 6,764,960 | |||
Preferred stock, shares outstanding (in shares) | 6,764,960 | |||
Net Carrying Value | $ 5,541 | |||
Liquidation Preference | $ 5,541 | |||
Series B | ||||
Class of Stock [Line Items] | ||||
Issue Price per share (in dollars per share) | $ 1.67 | |||
Preferred stock, shares authorized (in shares) | 17,955,840 | |||
Preferred stock, shares issued (in shares) | 17,955,840 | |||
Preferred stock, shares outstanding (in shares) | 17,955,840 | |||
Net Carrying Value | $ 30,000 | |||
Liquidation Preference | $ 30,000 | |||
Series C | ||||
Class of Stock [Line Items] | ||||
Issue Price per share (in dollars per share) | $ 4.85 | |||
Preferred stock, shares authorized (in shares) | 6,511,400 | |||
Preferred stock, shares issued (in shares) | 6,511,400 | |||
Preferred stock, shares outstanding (in shares) | 6,511,400 | |||
Net Carrying Value | $ 31,377 | |||
Liquidation Preference | $ 31,561 | |||
Series C-1 | ||||
Class of Stock [Line Items] | ||||
Issue Price per share (in dollars per share) | $ 5.90 | |||
Preferred stock, shares authorized (in shares) | 52,407,360 | |||
Preferred stock, shares issued (in shares) | 52,407,360 | |||
Preferred stock, shares outstanding (in shares) | 52,407,360 | |||
Net Carrying Value | $ 309,015 | |||
Liquidation Preference | $ 309,400 |
Stock Compensation - Narrative
Stock Compensation - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2016 | Apr. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized stock compensation | $ 50.5 | ||
Unrecognized stock compensation, weighted-average period | 2 years 3 months 18 days | ||
2016 Equity Incentive Plan | Class B | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for issuance (in shares) | 8,040,614 | ||
2021 Equity Incentive Plan | Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized issuance of shares (in shares) | 18,400,000 | ||
Shares reserved for issuance (in shares) | 22,748,584 | ||
Shares reserved for issuance, maximum number of shares that may be added (in shares) | 14,219,800 | ||
Shares available for issuance, annual increase criteria one (lesser of shares or percentage) (in shares) | 18,400,000 | ||
Shares available for issuance, annual increase criteria two, if circumstances met (lesser of shares or percentage), (percentage) | 5% | ||
Stock options | 2016 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized issuance of shares (in shares) | 37,728,000 | ||
Vesting period | 4 years | ||
Share grant expiration period | 10 years | ||
Stock options | Tranche One | 2016 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage | 25% | ||
Shares issuable pursuant to the 2021 Employee Stock Purchase Plan | Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized issuance of shares (in shares) | 3,350,000 | ||
Shares reserved for issuance (in shares) | 5,092,727 | ||
Shares available for issuance, annual increase criteria one (lesser of shares or percentage) (in shares) | 3,350,000 | ||
Shares available for issuance, annual increase criteria two, if circumstances met (lesser of shares or percentage), (percentage) | 1% |
Stock Compensation - Fair Value
Stock Compensation - Fair Value Assumptions (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years 3 months 18 days | |
Expected stock price volatility | 45% | |
Risk-free interest rate | 0.80% | |
Dividend yield | 0% | |
Fair value of common stock (in dollars per share) | $ 19.82 | |
Shares issuable pursuant to the 2021 Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 months | 6 months |
Expected stock price volatility, minimum | 71% | 60.90% |
Expected stock price volatility, maximum | 81.90% | |
Risk-free interest rate, minimum | 0.10% | |
Risk-free interest rate, maximum | 1.50% | 0.40% |
Dividend yield | 0% | 0% |
Stock Compensation - Stock Opti
Stock Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Number of Shares | ||
Outstanding, beginning balance (in shares) | shares | 9,104,749 | |
Granted (in shares) | shares | 0 | |
Exercised (in shares) | shares | (963,004) | |
Forfeited or expired (in shares) | shares | (101,131) | |
Outstanding, ending balance (in shares) | shares | 8,040,614 | 9,104,749 |
Vested and exercisable at end of period (in shares) | shares | 5,866,254 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 3.25 | $ 3.18 |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 2.32 | |
Forfeited and expired (in dollars per share) | 5.17 | |
Outstanding, ending balance (in dollars per share) | 3.18 | |
Vested and exercisable at end of period (in dollars per share) | 2.74 | |
Weighted-Average Grant Date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | 1.51 | |
Granted (in dollars per share) | 0 | |
Outstanding, ending balance (in dollars per share) | 1.56 | $ 1.51 |
Vested and exercisable at end of period (in dollars per share) | $ 1.31 | |
Weighted-Average Remaining Contractual Term (years) | ||
Outstanding | 6 years 9 months 18 days | 6 years 10 months 24 days |
Vested and exercisable | 6 years 6 months | |
Aggregate Intrinsic Value (in thousands) | ||
Exercised | $ | $ 18,106 | |
Outstanding, ending balance | $ | 99,439 | |
Vested and exercisable | $ | $ 75,538 |
Stock Compensation - Restricted
Stock Compensation - Restricted Stock Unit Activity (Details) - Restricted stock units | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Shares | |
Outstanding, beginning balance (in shares) | shares | 2,433,681 |
Granted (in shares) | shares | 793,784 |
Vested (in shares) | shares | (354,443) |
Forfeited or expired (in shares) | shares | (84,191) |
Outstanding, ending balance (in shares) | shares | 2,788,831 |
Weighted-Average Grant-Date Fair Value per Share | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 20.80 |
Granted (in dollars per share) | $ / shares | 19.40 |
Vested (in dollars per share) | $ / shares | 17.88 |
Forfeited or expired (in dollars per share) | $ / shares | 22.01 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 20.73 |
Stock Compensation - Fair Val_2
Stock Compensation - Fair Value Assumptions for Employee Stock Purchase Plan (Details) - Shares issuable pursuant to the 2021 Employee Stock Purchase Plan | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 months | 6 months |
Expected stock price volatility, minimum | 71% | 60.90% |
Expected stock price volatility, maximum | 81.90% | |
Risk-free interest rate, minimum | 0.10% | |
Risk-free interest rate, maximum | 1.50% | 0.40% |
Dividend yield | 0% | 0% |
Stock Compensation - Stock Comp
Stock Compensation - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock compensation expense | $ 6,981 | $ 18,869 | $ 12,608 | $ 20,528 |
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock compensation expense | 179 | 76 | 345 | 129 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock compensation expense | 1,421 | 5,662 | 2,575 | 6,551 |
Technology and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock compensation expense | 1,328 | 148 | 2,581 | 288 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock compensation expense | $ 4,053 | $ 12,983 | $ 7,107 | $ 13,560 |
Net Income (Loss) per Share - C
Net Income (Loss) per Share - Computation of Net Income per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Denominator: | ||||
Number of shares used in basic per share computation (in shares) | 175,293,173 | 122,273,944 | 174,909,849 | 61,136,973 |
Number of shares used in diluted per share computation (in shares) | 182,220,649 | 122,273,944 | 182,229,908 | 61,136,973 |
Net income (loss) per share, basic (in dollars per share) | $ 0.02 | $ (0.14) | $ 0.03 | $ (0.24) |
Net income (loss) per share, diluted (in dollars per share) | $ 0.02 | $ (0.14) | $ 0.03 | $ (0.24) |
Class A | ||||
Numerator: | ||||
Allocation of undistributed income for basic calculation | $ 1,452 | $ (1,136) | $ 1,976 | $ (988) |
Reallocation of undistributed income for diluted calculation based on conversion of Class B to Class A shares | 1,896 | 2,732 | ||
Reallocation of undistributed income | 0 | 0 | ||
Allocation of undistributed income for diluted calculation | $ 3,348 | $ (1,136) | $ 4,708 | $ (988) |
Denominator: | ||||
Number of shares used in basic per share computation (in shares) | 76,023,858 | 8,235,097 | 73,404,219 | 4,117,549 |
Plus: reallocation of Class B to Class A shares outstanding (in shares) | 99,269,315 | 101,505,630 | ||
Plus: dilutive common stock options and restricted stock units (in shares) | 6,927,476 | 7,320,059 | ||
Number of shares used in diluted per share computation (in shares) | 182,220,649 | 8,235,097 | 182,229,908 | 4,117,549 |
Net income (loss) per share, basic (in dollars per share) | $ 0.02 | $ (0.14) | $ 0.03 | $ (0.24) |
Net income (loss) per share, diluted (in dollars per share) | $ 0.02 | $ 0.03 | ||
Class B | ||||
Numerator: | ||||
Allocation of undistributed income for basic calculation | $ 1,896 | $ (15,727) | $ 2,732 | $ (13,675) |
Reallocation of undistributed income for diluted calculation based on conversion of Class B to Class A shares | 0 | 0 | ||
Reallocation of undistributed income | (72) | (110) | ||
Allocation of undistributed income for diluted calculation | $ 1,824 | $ (15,727) | $ 2,622 | $ (13,675) |
Denominator: | ||||
Number of shares used in basic per share computation (in shares) | 99,269,315 | 114,038,847 | 101,505,630 | 57,019,424 |
Plus: reallocation of Class B to Class A shares outstanding (in shares) | 0 | 0 | ||
Plus: dilutive common stock options and restricted stock units (in shares) | 0 | 0 | ||
Number of shares used in diluted per share computation (in shares) | 99,269,315 | 114,038,847 | 101,505,630 | 57,019,424 |
Net income (loss) per share, basic (in dollars per share) | $ 0.02 | $ (0.14) | $ 0.03 | $ (0.24) |
Net income (loss) per share, diluted (in dollars per share) | $ 0.02 | $ 0.03 |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Schedule of Excluded Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 12,206,221 | 12,284,571 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 12,030,920 | 12,109,270 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 175,301 | 175,301 |
Shares issuable pursuant to the 2021 Employee Stock Purchase Plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 0 | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 172 | $ 593 | $ 810 | $ 837 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Former Director | Affiliated Entity | Kevin Mitnick | |
Related Party Transaction [Line Items] | |
Consulting agreement, annual fee | $ 0.2 |