Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38685 | |
Entity Registrant Name | Grid Dynamics Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-0632724 | |
Entity Address, Address Line One | 5000 Executive Parkway | |
Entity Address, Address Line Two | Suite 520 | |
Entity Address, City or Town | San Ramon | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94583 | |
City Area Code | 650 | |
Local Phone Number | 523-5000 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | GDYN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 73,999,020 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001743725 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 255,188 | $ 144,364 |
Accounts receivable, net of allowance of $424 and $315 as of September 30, 2022 and December 31, 2021, respectively | 49,953 | 38,838 |
Unbilled receivables | 4,515 | 4,475 |
Prepaid income taxes | 2,137 | 584 |
Prepaid expenses and other current assets | 7,570 | 4,503 |
Total current assets | 319,363 | 192,764 |
Property and equipment, net | 7,504 | 6,169 |
Operating lease right-of-use assets, net | 5,585 | 0 |
Intangible assets, net | 17,236 | 19,097 |
Goodwill | 35,958 | 35,958 |
Deferred tax assets | 3,334 | 2,731 |
Other noncurrent assets | 1,165 | 0 |
Total assets | 390,145 | 256,719 |
Current liabilities | ||
Accounts payable | 4,478 | 2,053 |
Accrued liabilities | 1,780 | 1,150 |
Accrued compensation and benefits | 13,533 | 10,562 |
Accrued income taxes | 7,801 | 1,980 |
Operating lease liabilities, current | 1,760 | 0 |
Other current liabilities | 2,285 | 9,599 |
Total current liabilities | 31,637 | 25,344 |
Deferred tax liabilities | 3,895 | 4,324 |
Operating lease liabilities, noncurrent | 3,775 | 0 |
Total liabilities | 39,307 | 29,668 |
Commitments and contingencies (Note 16) | ||
Stockholders’ equity (Note 13) | ||
Common stock, $0.0001 par value; 110,000,000 shares authorized; 73,999,020 and 66,850,941 issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 7 | 7 |
Additional paid-in capital | 360,313 | 212,077 |
Retained earnings/(accumulated deficit) | (7,419) | 15,093 |
Accumulated other comprehensive loss | (2,063) | (126) |
Total stockholders’ equity | 350,838 | 227,051 |
Total liabilities and stockholders’ equity | $ 390,145 | $ 256,719 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 424 | $ 315 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 110,000,000 | 110,000,000 |
Common stock, shares issued (in shares) | 73,999,020 | 66,850,941 |
Common stock, shares outstanding (in shares) | 73,999,020 | 66,850,941 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 81,161 | $ 57,933 | $ 229,906 | $ 144,743 |
Cost of revenue | 48,491 | 32,667 | 141,596 | 84,343 |
Gross profit | 32,670 | 25,266 | 88,310 | 60,400 |
Operating expenses | ||||
Engineering, research, and development | 4,139 | 2,132 | 11,075 | 5,687 |
Sales and marketing | 5,084 | 4,073 | 14,431 | 9,942 |
General and administrative | 28,197 | 17,091 | 78,200 | 43,195 |
Total operating expenses | 37,420 | 23,296 | 103,706 | 58,824 |
Income/(loss) from operations | (4,750) | 1,970 | (15,396) | 1,576 |
Other income/(expenses), net | 1,450 | 114 | 124 | (1,015) |
Income/(loss) before income taxes | (3,300) | 2,084 | (15,272) | 561 |
Provision for income taxes | 3,359 | 2,633 | 7,240 | 4,655 |
Net loss | (6,659) | (549) | (22,512) | (4,094) |
Foreign currency translation adjustments, net of tax | (872) | (86) | (1,937) | (72) |
Comprehensive loss | $ (7,531) | $ (635) | $ (24,449) | $ (4,166) |
Loss per share | ||||
Basic (in dollars per share) | $ (0.10) | $ (0.01) | $ (0.33) | $ (0.07) |
Diluted (in dollars per share) | $ (0.10) | $ (0.01) | $ (0.33) | $ (0.07) |
Weighted average shares outstanding | ||||
Basic (in shares) | 68,623 | 62,610 | 67,566 | 56,280 |
Diluted (in shares) | 68,623 | 62,610 | 67,566 | 56,280 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional paid-in capital | Retained earnings/(accumulated deficit) | Accumulated other comprehensive income/(loss) |
Beginning balance (in shares) at Dec. 31, 2020 | 50,879 | ||||
Beginning balance at Dec. 31, 2020 | $ 151,724 | $ 5 | $ 128,930 | $ 22,793 | $ (4) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | (2,062) | (2,062) | |||
Stock-based compensation | 5,671 | 5,671 | |||
Exchange of warrants into common stock (in shares) | 2,221 | ||||
Exchange of warrants into common stock | 0 | ||||
Exercise of stock options (in shares) | 41 | ||||
Exercise of stock options | 162 | 162 | |||
Issuance of shares and payments of tax obligations resulted from net share settlement of vested stock awards (in shares) | 1,030 | ||||
Issuance of shares and payments of tax obligations resulted from net share settlement of vested stock awards | (15,297) | (15,297) | |||
Foreign currency translation adjustments, net of tax | 49 | 49 | |||
Ending balance (in shares) at Mar. 31, 2021 | 54,171 | ||||
Ending balance at Mar. 31, 2021 | 140,247 | $ 5 | 119,466 | 20,731 | 45 |
Beginning balance (in shares) at Dec. 31, 2020 | 50,879 | ||||
Beginning balance at Dec. 31, 2020 | 151,724 | $ 5 | 128,930 | 22,793 | (4) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | (4,094) | ||||
Foreign currency translation adjustments, net of tax | (72) | ||||
Ending balance (in shares) at Sep. 30, 2021 | 65,121 | ||||
Ending balance at Sep. 30, 2021 | 275,566 | $ 7 | 256,936 | 18,699 | (76) |
Beginning balance (in shares) at Mar. 31, 2021 | 54,171 | ||||
Beginning balance at Mar. 31, 2021 | 140,247 | $ 5 | 119,466 | 20,731 | 45 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | (1,483) | (1,483) | |||
Stock-based compensation | 6,675 | 6,675 | |||
Exchange of warrants into common stock (in shares) | 271 | ||||
Exchange of warrants into common stock | 918 | 918 | |||
Exercise of stock options (in shares) | 138 | ||||
Exercise of stock options | 254 | 254 | |||
Issuance of shares and payments of tax obligations resulted from net share settlement of vested stock awards (in shares) | 149 | ||||
Issuance of shares and payments of tax obligations resulted from net share settlement of vested stock awards | (3,564) | (3,564) | |||
Foreign currency translation adjustments, net of tax | (35) | (35) | |||
Ending balance (in shares) at Jun. 30, 2021 | 54,729 | ||||
Ending balance at Jun. 30, 2021 | 143,012 | $ 5 | 123,749 | 19,248 | 10 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | (549) | (549) | |||
Stock-based compensation | 9,113 | 9,113 | |||
Exchange of warrants into common stock (in shares) | 4,188 | ||||
Exchange of warrants into common stock | 48,206 | $ 1 | 48,205 | ||
Exercise of stock options (in shares) | 656 | ||||
Exercise of stock options | 203 | 203 | |||
Issuance of common stock from offering (in shares) | 5,470 | ||||
Issuance of common stock from offering | 77,813 | $ 1 | 77,812 | ||
Issuance of shares and payments of tax obligations resulted from net share settlement of vested stock awards (in shares) | 78 | ||||
Issuance of shares and payments of tax obligations resulted from net share settlement of vested stock awards | (2,146) | (2,146) | |||
Foreign currency translation adjustments, net of tax | (86) | (86) | |||
Ending balance (in shares) at Sep. 30, 2021 | 65,121 | ||||
Ending balance at Sep. 30, 2021 | 275,566 | $ 7 | 256,936 | 18,699 | (76) |
Beginning balance (in shares) at Dec. 31, 2021 | 66,851 | ||||
Beginning balance at Dec. 31, 2021 | 227,051 | $ 7 | 212,077 | 15,093 | (126) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | (2,667) | (2,667) | |||
Stock-based compensation | 8,661 | 8,661 | |||
Exercise of stock options (in shares) | 72 | ||||
Exercise of stock options | 292 | 292 | |||
Issuance of shares and payments of tax obligations resulted from net share settlement of vested stock awards (in shares) | 134 | ||||
Issuance of shares and payments of tax obligations resulted from net share settlement of vested stock awards | (1,802) | (1,802) | |||
Foreign currency translation adjustments, net of tax | (283) | (283) | |||
Ending balance (in shares) at Mar. 31, 2022 | 67,057 | ||||
Ending balance at Mar. 31, 2022 | 231,252 | $ 7 | 219,228 | 12,426 | (409) |
Beginning balance (in shares) at Dec. 31, 2021 | 66,851 | ||||
Beginning balance at Dec. 31, 2021 | 227,051 | $ 7 | 212,077 | 15,093 | (126) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | (22,512) | ||||
Foreign currency translation adjustments, net of tax | (1,937) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 73,999 | ||||
Ending balance at Sep. 30, 2022 | 350,838 | $ 7 | 360,313 | (7,419) | (2,063) |
Beginning balance (in shares) at Mar. 31, 2022 | 67,057 | ||||
Beginning balance at Mar. 31, 2022 | 231,252 | $ 7 | 219,228 | 12,426 | (409) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | (13,186) | (13,186) | |||
Stock-based compensation | 16,387 | 16,387 | |||
Exercise of stock options (in shares) | 160 | ||||
Exercise of stock options | 538 | 538 | |||
Issuance of shares and payments of tax obligations resulted from net share settlement of vested stock awards (in shares) | 77 | ||||
Issuance of shares and payments of tax obligations resulted from net share settlement of vested stock awards | (1,284) | (1,284) | |||
Foreign currency translation adjustments, net of tax | (782) | (782) | |||
Ending balance (in shares) at Jun. 30, 2022 | 67,294 | ||||
Ending balance at Jun. 30, 2022 | 232,925 | $ 7 | 234,869 | (760) | (1,191) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | (6,659) | (6,659) | |||
Stock-based compensation | 17,551 | 17,551 | |||
Exercise of stock options (in shares) | 47 | ||||
Exercise of stock options | 314 | 314 | |||
Issuance of common stock from offering (in shares) | 6,571 | ||||
Issuance of common stock from offering | 109,284 | 109,284 | |||
Issuance of shares and payments of tax obligations resulted from net share settlement of vested stock awards (in shares) | 87 | ||||
Issuance of shares and payments of tax obligations resulted from net share settlement of vested stock awards | (1,705) | (1,705) | |||
Foreign currency translation adjustments, net of tax | (872) | (872) | |||
Ending balance (in shares) at Sep. 30, 2022 | 73,999 | ||||
Ending balance at Sep. 30, 2022 | $ 350,838 | $ 7 | $ 360,313 | $ (7,419) | $ (2,063) |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Issuance of common stock, transaction costs | $ 253 | $ 498 | $ 253 | $ 498 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (22,512) | $ (4,094) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 4,907 | 3,520 |
Operating lease right-of-use assets amortization expense | 2,218 | 0 |
Bad debt expense/(recovery) | 113 | (17) |
Deferred income taxes | (1,032) | 2,663 |
Debt issuance cost amortization | 36 | 0 |
Stock-based compensation | 42,599 | 21,459 |
Change in fair value of warrants | 0 | 979 |
Changes in assets and liabilities: | ||
Accounts receivable | (11,228) | (10,549) |
Unbilled receivables | (40) | (1,257) |
Prepaid income taxes | (1,553) | 127 |
Prepaid expenses and other current assets | (3,067) | (2,062) |
Accounts payable | 2,425 | 676 |
Accrued liabilities | 630 | 16 |
Accrued compensation and benefits | 2,971 | 1,533 |
Operating lease liabilities | (2,268) | 0 |
Accrued income taxes | 5,821 | 848 |
Other current liabilities | (381) | 813 |
Net cash provided by operating activities | 19,639 | 14,655 |
Cash flows from investing activities | ||
Purchase of property and equipment | (4,381) | (3,016) |
Purchase of investment | (1,000) | 0 |
Acquisition of business, net of cash acquired | 0 | (30,585) |
Net cash used in investing activities | (5,381) | (33,601) |
Cash flows from financing activities | ||
Proceeds from exercises of stock options, net of shares withheld for taxes | 1,144 | 619 |
Payments of tax obligations resulted from net share settlement of vested stock awards | (4,791) | (21,007) |
Payment of contingent consideration related to previously acquired businesses | (6,933) | 0 |
Proceeds from debt | 5,000 | 0 |
Repayment of debt | (5,000) | 0 |
Debt issuance cost | (201) | 0 |
Proceeds from issuance of Common Stock from 2022 and 2021 Offerings | 109,537 | 78,311 |
Proceeds from exercise of warrants | 0 | 48,145 |
Equity issuance costs | (253) | (498) |
Net cash provided by financing activities | 98,503 | 105,570 |
Effect of exchange rate changes on cash and cash equivalents | (1,937) | (72) |
Net increase in cash and cash equivalents | 110,824 | 86,552 |
Cash and cash equivalents, beginning of period | 144,364 | 112,745 |
Cash and cash equivalents, end of period | 255,188 | 199,297 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 4,060 | 1,403 |
Supplemental disclosure of non-cash activities: | ||
Conversion of warrants | 0 | 979 |
Fair value of contingent consideration issued for acquisition of business | $ 0 | $ 2,979 |
Background and nature of operat
Background and nature of operations | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Background and nature of operations | Background and nature of operationsGrid Dynamics Holdings, Inc. (the “Company”) provides enterprise-level digital transformation in the areas of search, analytics, and release automation to Fortune 1000 companies. The Company’s headquarters and principal place of business is in San Ramon, California.The Company was originally incorporated in Delaware on May 21, 2018 as a special purpose acquisition company under the name ChaSerg Technology Acquisition Corp. (“ChaSerg”). On March 5, 2020, the Company consummated its business combination with Grid Dynamics International, Inc. In connection with the business combination, the Company changed its name from ChaSerg Technology Acquisition Corp. to Grid Dynamics Holdings, Inc. The Company’s common stock is listed on the NASDAQ under the symbol “GDYN” |
Basis of presentation and summa
Basis of presentation and summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and summary of significant accounting policies | Basis of presentation and summary of significant accounting policies The following is a summary of critical accounting policies consistently applied in the preparation of the accompanying unaudited condensed consolidated financial statements. Full description of significant accounting policies is provided in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on March 3, 2022. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of the Company’s management, necessary for the fair presentation of the results of operations for the interim periods. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2021 included in the Company’s annual report on Form 10-K that the Company filed with the SEC on March 3, 2022. Principles of consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries that are directly or indirectly owned or controlled. Intercompany transactions and balances have been eliminated upon consolidation. The Company provides services to its customers utilizing its own personnel as well as personnel from subcontractors. The most significant subcontractors are GD Ukraine, LLC, GD AM, LLC and Grid Dynamics Romania S.R.L. (“Affiliates”), third-party contractors in Ukraine, Armenia and Romania, respectively. The Affiliates exclusively support and perform services on behalf of the Company and its customers. The Company has no ownership in the Affiliates. The Company is required to apply accounting standards which address how a business enterprise should evaluate whether it has a controlling financial interest in a variable interest entity (“VIE”) through means other than voting rights and accordingly should determine whether or not to consolidate the entity. The Company has determined that it is required to consolidate the Affiliates because the Company has the power to direct the VIEs’ most significant activities and is the primary beneficiary of the Affiliates. The assets and liabilities of the Affiliates primarily consist of inter-company balances and transactions all of which have been eliminated in consolidation. Use of estimates The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates and such differences could be material. Significant estimates include allowances for receivables, calculation of accrued liabilities, capitalization of internally developed software, stock-based compensation, contingent consideration payable, determination of fair value, useful lives and recoverability of intangible assets and goodwill, determination of provision for income taxes and uncertain tax positions. Recently adopted accounting pronouncements Changes to U.S. GAAP are established by the Financial Accounting Standards Board (the “FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s ASC. The Company has elected not to opt out of the extended transition period and thus when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Leases — In February 2016, the FASB issued ASU 2016-02 , Leases (Topic 842). The standard supersedes previously existing lease guidance (“Topic 840”) and requires entities to recognize all leases, with the exception of leases with a term of twelve months or less, on the balance sheet as right-of-use assets (“RoU Assets”) and lease liabilities. Disclosures should provide the information in the financial statements summarizing the amount, timing and cash flows arising from leasing. The Company adopted Topic 842, effective January 1, 2022 using current period adjustment method. Prior period amounts were not adjusted. The Company determines if an arrangement is a lease or contains a lease at lease inception. Assessment and classification of lease as either an operating or a financing is performed at the lease commencement date. Operating lease liabilities and their corresponding RoU Assets are initially measured based on the present value of future lease payments over the expected remaining lease term. RoU Asset value is additionally adjusted by initial direct costs and incentives received. Present value is calculated based in either interest rate implicit in lease agreement or, if not available, based on incremental borrowing rate. Incremental borrowing rate reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew or terminate a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will exercise the renewal option. RoU Assets are subject to periodic impairment tests. Lease expense for operating leases is recognized on a straight-line basis over the lease term. In accordance with Topic 842, components of a lease should be split into three categories: lease components, non-lease components, and non-components. The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. The Company elected a practical expedient to account for lease and non-lease components together as a single lease component. The Company also elected the short-term lease recognition exemption for all classes of lease assets with an original term of twelve months or less. For transition, practical expedients were accepted to carry forward historical accounting for any expired or existing contracts that are or contain lease contracts and not to re-assess initial direct costs for any expired or existing leases. The adoption of Topic 842 on January 1, 2022 resulted in the recognition of RoU Assets for operating leases of $5.9 million and operating lease liabilities of $5.7 million. The adoption of Topic 842 did not have an impact on the unaudited condensed consolidated statement of loss and comprehensive loss, condensed consolidated statement of changes in stockholders’ equity or the condensed consolidated statement of cash flows. See Note 11 “Leases” in the unaudited condensed consolidated financial statements for additional information regarding leases. Recently issued accounting pronouncements The Company considered the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments . Topic 326 was subsequently amended by ASU 2019-4, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, ASU 2019-5, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief, and clarified the guidance with the release of ASU 2020-2 Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842). These ASUs replace the current incurred loss impairment methodology with a methodology that reflects expected credit losses measured at amortized cost and certain other instruments, including loans, held-to-maturity debt securities, net investments in leases, and off-balance sheet credit exposures. The update is effective for fiscal years beginning after December 15, 2022, and interim periods with fiscal years after December 15, 2022. The Company has not yet determined the impact that the adoption of this guidance will have on the consolidated financial statements. In March 2020, FASB issued ASU No. 2020-3, Codification to Financial Instruments. This ASU improves and clarifies various financial instruments topics, including the current expected credit losses standard issued in 2016. The ASU includes seven different issues that describe the areas of improvement and the related amendments to U.S. GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments related to Issue 1, Issue 2, Issue 3, Issue 4, and Issue 5 were effective upon issuance of this update. The new guidance did not have a material impact on the consolidated financial statements. The amendments related to Issue 6 and Issue 7 are effective for the Company the earlier of January 1, 2023 or when the Company adopts ASU 2016-13, if early adopted. The Company is currently evaluating the impact these topics will have on the consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Tacit — On May 29, 2021, the Company acquired 100% of the equity interest of the global consultancy company Tacit Knowledge Inc. (“Tacit”). Founded in 2002, Tacit is a global provider of digital commerce solutions, serving customers across the UK, North America, Continental Europe, and Asia. The acquisition of Tacit added approximately 180 employees to the Company's headcount. The acquisition will augment the Company's service offerings and will strengthen its competitive position within the market. Additionally, the acquisition also enabled the Company to leverage near-shore capabilities with Tacit's presence in Mexico. The total purchase consideration is $37.6 million and consists of cash consideration of $33.6 million paid at closing, and fair value of the contingent consideration at the date of the acquisition of $4.0 million. The maximum amount of potential contingent cash consideration is $5.0 million. During the fourth quarter of 2021 the Company adjusted fair value of contingent consideration as of December 31, 2021 to its maximum amount and reflected the expense in its consolidated statement of loss. The contingent consideration is payable based on revenue and EBITDA metrics to be achieved by Tacit within 12 months. The Company recorded a liability for the contingent consideration amount based on the Company’s best estimate of the fair value of the expected payout. Contingent consideration was paid out during the third quarter of 2022. See Note 4 for further details on contingent consideration. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed (in thousands): Tacit Current assets $ 9,145 Property, plant and equipment 466 Intangible assets 12,913 Goodwill 21,268 Total assets acquired $ 43,792 Accounts payable and accrued expenses (3,675) Deferred taxes (2,500) Total liabilities assumed $ (6,175) Purchase price allocation $ 37,617 Current assets acquired include cash and cash equivalents in the amount of $3.0 million. The purchase price was assigned to assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition, and any excess was allocated to goodwill, as shown in the table above. Goodwill represents the value the Company expects to achieve through the implementation of operational synergies and growth opportunities as the Company expands its global reach. The goodwill for Tacit is not deductible for income tax purposes. During the second half of 2021 the Company updated fair value of contingent consideration for Tacit at acquisition date that resulted in the increase of goodwill for $0.7 million. During the fourth quarter of 2021, the Company finalized the fair value of the assets acquired and liabilities assumed in the acquisition of Tacit. The estimated fair value, useful lives and amortization methods of identifiable intangible assets as of the date of acquisition updated for any changes during September 30, 2022 are as follows (in thousands): Tacit Fair Value Useful Life Amortization Customer relationships $ 11,737 12 years Straight-line Trade name 1,176 4 years Declining balance Total Tacit identified intangible assets $ 12,913 The acquisition of Tacit was accounted for using the acquisition method of accounting, and consequently, the results of operations for Tacit are reported in the consolidated financial statements from the date of acquisition. Tacit revenue was approximately $21.3 million and $9.5 million during nine months ended September 30, 2022 and from the date of acquisition to September 30, 2021, respectively. The following unaudited pro forma information presents the combined results of operations as if the acquisition of Tacit had occurred at the beginning of 2021. Tacit pre-acquisition results have been added to the Company’s historical results. The pro forma results contained in the table below include adjustment for amortization of acquired intangibles. Any potential cost savings or other operational efficiencies that could result from the acquisition are not included in these pro forma results. These pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor are they necessarily an indication of future operating results. Nine Months Ended (Unaudited, in thousands, except per share data) 2022 2021 Revenue $ 229,906 $ 152,775 Net loss $ (22,512) $ (2,304) Diluted loss per share $ (0.33) $ (0.04) |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair value The Company’s financial assets and liabilities, with the exceptions of contingent consideration payable described further herein, are all short term in nature; therefore, the carrying value of these items approximates their fair value. The Company measures contingent consideration payable at fair value on a recurring basis using significant inputs that are not observable in the market. Fair value of the contingent consideration liability is based on the Monte-Carlo model which is primarily based on budgets and discounted cash flow analysis. The Company believes its estimates and assumptions are reasonable, however, there is significant judgment involved. Changes in the fair value of contingent consideration payable primarily result from changes in the timing and amount of specific milestone estimates and changes in probability assumptions with respect to the likelihood of achieving the various earnout criteria. These changes could cause a material impact to, and volatility in the Company’s operating results. During the years ended December 31, 2021 and 2020 the Company completed two acquisitions under which the Company committed to make a cash earnout payment subject to attainment of specific performance targets. The weighted average discount rates used to determine the final fair value of Daxx Web Industries B.V. (“Daxx”) and Tacit contingent considerations was 4.8% and 13.5%, respectively. The Company records contingent consideration payable in Other current liabilities in its consolidated balance sheet. A reconciliation of the beginning and ending balances of Level 3 acquisition-related contingent consideration payable using significant unobservable inputs for the nine months ended September 30, 2022 are as follows (in thousands): Amount Contingent consideration payable as of December 31, 2021 $ 6,933 Payment of contingent consideration - Daxx (1,933) Payment of contingent consideration - Tacit (5,000) Contingent consideration payable as of September 30, 2022 $ — The Company holds investment in equity securities of its related party that do not have readily determinable fair values. This investment is recorded at cost and is remeasured to fair value based on certain observable price changes or impairment events as they occur. The carrying amount of the investment was $1.0 million as of September 30, 2022 and was classified as Other noncurrent assets in the Company’s unaudited condensed consolidated balance sheets. The Company did not hold investments in equity securities recorded at cost as of December 31, 2021. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets The prepaid expenses and other current assets were as follows (in thousands): As of September 30, December 31, Prepaid expenses $ 3,852 $ 2,188 Guarantee deposits placed 1,407 345 Prepaid insurance 1,212 921 Value added tax receivable 916 931 Other assets 183 118 Total prepaid expenses and other current assets $ 7,570 $ 4,503 |
Property and equipment, net
Property and equipment, net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net Property and equipment consist of the following (in thousands): Estimated As of September 30, December 31, Computers and equipment 2-5 $ 11,779 $ 10,784 Furniture and fixtures 3-7 1,159 1,174 Software 5 513 513 Leasehold improvements 7-12 486 486 Machinery and automobiles 5 284 246 14,221 13,203 Less: Accumulated depreciation and amortization (8,042) (8,240) 6,179 4,963 Capitalized software development costs 2-3 5,741 4,656 Less: Accumulated amortization (4,416) (3,450) 1,325 1,206 Property and equipment, net $ 7,504 $ 6,169 |
Intangible assets, net
Intangible assets, net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | ntangible assets, net Intangible assets consist of the following (in thousands): Estimated As of September 30, December 31, Customer relationships 8-12 $ 15,971 $ 15,971 Tradenames 4-10 4,676 4,676 Non-compete agreements 2 440 440 21,087 21,087 Less: Accumulated amortization (3,851) (1,990) Intangible assets, net $ 17,236 $ 19,097 |
Other current liabilities
Other current liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities, Current [Abstract] | |
Other current liabilities | Other current liabilities The components of other current liabilities were as follows (in thousands): As of September 30, December 31, 2021 Value added tax payable $ 819 $ 1,274 Customer deposits 712 798 Contingent consideration payable — 6,933 Other liabilities 754 594 Total other current liabilities $ 2,285 $ 9,599 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Revolving Credit Facility — On March 15, 2022, the Company entered into a Credit Agreement (the “2022 Credit Agreement”) by and among the Company, as borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (the “Agent”). The 2022 Credit Agreement provides for a secured multicurrency revolving loan facility with an initial aggregate principal amount of up to $30.0 million, with a $10.0 million letter of credit sublimit. The Company may increase the size of the revolving loan facility up to $50.0 million, subject to certain conditions and additional commitments from existing and/or new lenders. The 2022 Credit Agreement matures on March 15, 2025. At the Company’s option, borrowings under the 2022 Credit Agreement accrue interest at a per annum rate based on either (i) the base rate plus a margin ranging from 1.0% to 1.5%, (ii) an adjusted term Secured Overnight Financing Rate ("SOFR") or adjusted the Euro Interbank Offer Rate ("EURIBOR") (based on one, three or six-month interest periods) plus a margin ranging from 2.0% to 2.5%, or (iii) an adjusted daily simple SOFR rate (or SONIA rate in the case of loans denominated in pounds sterling, or SARON rate in the case of loans denominated in Swiss francs), plus a margin ranging from 2.0% to 2.5%, in each case, with the applicable margin determined based on the Company’s consolidated total leverage ratio. The Company is also obligated to pay other closing fees, administration fees, commitment fees and letter of credit fees customary for a credit facility of this size and type. The Company’s obligations under the 2022 Credit Agreement are required to be guaranteed by certain of its domestic subsidiaries meeting materiality thresholds set forth in the 2022 Credit Agreement. Such obligations, including the guaranties, are secured by substantially all of the personal property of the Company and the Company’s subsidiary guarantors. The 2022 Credit Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its subsidiaries to, among other things, incur debt, grant liens, undergo certain fundamental changes, make investments and acquisitions, make certain restricted payments, dispose of assets, enter into certain transactions with affiliates, and enter into burdensome agreements, in each case, subject to limitations and exceptions set forth in the 2022 Credit Agreement. The Company is also required to maintain compliance with a consolidated total leverage ratio, determined in accordance with the terms of the 2022 Credit Agreement. As of September 30, 2022, the Company was in compliance with all covenants contained in the 2022 Credit Agreement. In October, 2017, the Company entered into a loan agreement for a revolving line of credit facility (the “Line of Credit”) with a borrowing capacity of $0.5 million. The Line of Credit is secured by substantially all of the Company’s assets and was secured in order to provide credit support for a letter of credit facility and balances under the Company’s credit cards. Borrowings under the Line of Credit are subject to a variable interest rate, based on changes in the Prime Rate, as calculated published by the Wall Street Journal. The Company closed the Line of Credit in March of 2022. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of revenues The tables below present disaggregated revenues from contracts with customer by customer location, industries and contract-types. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors. The Company has a single reportable segment for the three and nine months ended September 30, 2022 and 2021. The following table shows the disaggregation of the Company’s revenues by major customer location. Revenues are attributed to geographic regions based upon billed client location. Substantially all of the revenue in our North America region relates to operations in the United States. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Customer Location (in thousands) North America $ 68,057 $ 45,162 $ 189,324 $ 116,551 Europe 13,040 12,617 40,371 28,000 Other 64 154 211 192 Total Revenues $ 81,161 $ 57,933 $ 229,906 $ 144,743 The following table shows the disaggregation of the Company’s revenues by main vertical markets: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Vertical (in thousands) Retail $ 25,260 $ 18,271 $ 74,019 $ 39,850 Technology, Media and Telecom 26,335 17,597 71,170 48,123 CPG/Manufacturing (1) 16,058 11,208 47,127 29,832 Finance 6,073 5,224 15,649 12,733 Other 7,435 5,633 21,941 14,205 Total Revenues $ 81,161 $ 57,933 $ 229,906 $ 144,743 __________________________ (1) CPG stands for Consumer Packaged Goods The following table shows the disaggregation of the Company’s revenues by contract types: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Contract Type (in thousands) Time-and-material $ 75,085 $ 53,844 $ 211,293 $ 134,314 Fixed-fee 6,076 4,089 18,613 10,429 Total Revenues $ 81,161 $ 57,933 $ 229,906 $ 144,743 Contract balances A contract asset is a right to consideration that is conditional upon factors other than the passage of time. A contract liability, or deferred revenue, consists of advance payments and billings in excess of revenues recognized. As of September 30, 2022 and December 31, 2021 the Company did not have material contract assets or liabilities recognized in unaudited condensed consolidated financial statements. Remaining performance obligation ASC 606 “ Revenue from Contracts with Customers ” requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of September 30, 2022. This disclosure is not required for: 1) contracts with an original duration of one year or less, including contracts that can be terminated for convenience without a substantive penalty, 2) contracts for which the Company recognizes revenues based on the right to invoice for services performed, 3) variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with ASC 606-10-25-14(b), for which the criteria in ASC 606-10-32-40 have been met, or 4) variable consideration in the form of a sales-based or usage-based royalty promised in exchange for a license of intellectual property. All of the Company’s contracts met one or more of these exemptions as of September 30, 2022 . Customers concentration The following table shows the amount of revenue derived from each customer exceeding 10% of the Company’s revenue: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Customer 1 13.1 % 11.3 % 12.1 % 11.9 % Customer 2 11.2 % n/a 10.9 % 11.5 % During the three and nine months ended September 30, 2022 the Company recorded revenue from its related parties of $1.7 million and $4.3 million, respectively. During the same periods of 2021 the Company recorded revenue from related parties of $1.0 million and $1.9 million, respectively. The following table shows number of customers exceeding 10% of the Company’s billed and unbilled receivable balances: As of September 30, December 31, Accounts receivable 2 1 Unbilled receivable 1 1 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases A major part of the Company's lease obligations is for office real estate. The Company may also lease corporate apartments, cars and office equipment. Payments on some of our leases may depend on index or rate, including Consumer Price Index. Such payments are included in the calculation of lease liability and assets at the commencement dates, all future changes are accounted as variable payments similar to other variable payments, such as common area maintenance, property and other taxes, utilities and insurance that are based on the lessor’s cost. The Company’s leases have remaining lease terms ranging from 0.1 to 5.2 years . Certain lease agreements may include the option to extend or terminate before the end of the contractual term and are often non-cancelable or cancellable only by the payment of penalties. The Company includes these options in the lease term when it is reasonably certain that they will be exercised. As of September 30, 2022, the Company had no finance leases. Operating lease expense is recorded on a straight-line basis over the lease term. During three and nine months ended September 30, 2022 lease costs were as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2022 Operating lease cost $ 845 $ 2,397 Variable lease cost (16) (88) Short-term lease cost 133 400 Total lease cost $ 962 $ 2,709 Supplemental information related to operating lease transactions is as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2022 Lease liability payments $ 602 $ 2,220 Lease assets obtained in exchange for liabilities $ 1,729 $ 3,243 Non-cash net decrease in lease assets due to lease modifications $ (129) $ (1,015) Non-cash net decrease in lease liability due to lease modifications $ 129 $ 1,015 Weighted average remaining lease term and discount rate as of September 30, 2022 is as follows: As of Weighted average remaining lease term, in years 3.37 Weighted average discount rate 4.2 % As of September 30, 2022, operating lease liabilities will mature as follows (in thousands): Years ending December 31, (in thousands) Lease Payments 2022 (excluding nine months ended September 30, 2022) $ 316 2023 1,932 2024 1,805 2025 1,007 2026 553 2027 367 Total lease payments 5,980 Less: imputed interest (445) Total $ 5,535 There were no material lease agreements signed with related parties as of September 30, 2022. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The Company recorded income tax expense of $3.4 million and $2.6 million for the three months ended September 30, 2022 and 2021, respectively. The Company’s effective tax rate was (101.8)% and 126.3% for the third quarter of 2022 and 2021, respectively. The change in the effective tax rate for the three months ended September 30, 2022, as compared to the same periods in 2021 was attributable mainly to Section 162(m) compensation deduction limitations and foreign rate differential. Income tax expenses for the nine months ended September 30, 2022 increased to $7.2 million from $4.7 million recognized during the same period last year. The effective tax rate for the nine months ended September 30, 2022 and 2021 was (47.4)% and 829.8%, respectively. |
Stockholders' equity
Stockholders' equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ equity | Stockholders’ equity The following description summarizes the material terms and provisions of the securities that the Company has authorized. Common stock The Company is authorized to issue 110.0 million shares of common stock. As of September 30, 2022 and December 31, 2021 the Company had 74.0 million and 66.9 million shares of common stock that were outstanding, respectively. On September 12, 2022, the Company concluded a follow-on public offering of 6.6 million shares of its common stock. These amounts included shares sold upon exercise in full of the underwriters' option to purchase additional shares at a price of $17.50 per share. J.P. Morgan Securities, LLC and William Blair & Company, LLC acted as joint book-running managers for the offering. Needham & Company, LLC and Cantor Fitzgerald & Co. acted as co-managers for the offering. The net proceeds from this offering for the company, after deducting underwriting discounts and commissions were $109.5 million. On July 6, 2021, the Company concluded a follow-on public offering of 11.6 million shares of its common stock, which included 5.5 million shares offered by Grid Dynamics and 6.1 million shares offered by certain selling stockholders, at a price to the public of $15.03 per share. These amounts included shares sold upon exercise in full of the underwriters' option to purchase additional shares. J.P. Morgan Securities, LLC, William Blair & Company, LLC and Cowen and Company, LLC acted as joint book-running managers for the offering. Needham & Company, LLC and Cantor Fitzgerald & Co. acted as co-managers for the offering. The net proceeds from this offering for the company, after deducting underwriting discounts and commissions were $78.3 million. The Company did not receive any proceeds from the sale of the shares by the selling stockholders. Warrants On April 12, 2021, the Staff of the SEC issued the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). The Staff Statement provided new guidance for all SPAC-related companies regarding the accounting and reporting for their warrants that could result in the warrants issued by SPACs being classified as a liability measured at fair value, with non-cash fair value adjustments reported in earnings at each reporting period. The Company reviewed the accounting for both its public warrants and private warrants following the Staff Statement. The Company determined that the accounting for its public warrants as equity was consistent with the Staff Statement. The Company determined that its private warrants should be accounted for as liabilities but that the related accounting errors during the year ended December 31, 2020 were not material to the required financial statements and disclosures included in its annual report on Form 10-K filed on March 5, 2021. In the three months ended March 31, 2021, the Company began accounting for the private warrants correctly, as disclosed in its quarterly report on Form 10-Q filed on May 6, 2021. From July 23, 2021 to July 26, 2021, 1.4 million public warrants were exercised with cash proceeds of $16.4 million. On July 28, 2021, the Company announced the redemption of its 2.77 million then outstanding public warrants. Any public warrants not exercised prior to 5:00 p.m., New York City time, on August 30, 2021 were redeemed at that time for $0.01 per warrant. The public warrants were exercisable at a price of $11.50 per share. Of the total of 2.77 million warrants outstanding on July 28, 2021, 2.75 million were exercised and cash proceeds generated from these exercised warrants were approximately $31.7 million. Pursuant to the terms of the agreements governing the rights of the holders of the public warrants, the Company redeemed the remaining unexercised and outstanding 0.02 million public warrants on August 30, 2021 for a redemption price of $0.01 per public warrant. |
Stock-based compensation
Stock-based compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based compensation | Stock-based compensation Employee stock-based compensation cost recognized in the consolidated statements of loss and comprehensive loss was as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Cost of revenue $ 367 $ 173 $ 888 $ 433 Engineering, research, and development 1,834 799 4,336 1,970 Sales and marketing 1,239 963 3,117 2,207 General and administrative 14,111 7,178 34,258 16,849 Total stock-based compensation $ 17,551 $ 9,113 $ 42,599 $ 21,459 Stock Options 2018 Plan Stock option activity under the Company’s 2018 Plan is set forth below: Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted Average Contractual Term Options outstanding as of December 31, 2021 1,916,101 $ 3.54 $ 65,971 6.97 Options exercised (240,292) $ 3.54 Options forfeited (23,067) $ 3.54 Options outstanding as of September 30, 2022 1,652,742 $ 3.54 $ 25,083 6.28 Options vested and exercisable as of September 30, 2022 1,595,072 $ 3.54 $ 24,229 6.25 The total unrecognized compensation expenses related to 2018 Plan options as of September 30, 2022 was $0.1 million to be expensed on a straight-line basis over 0.96 years. 2020 Plan As of September 30, 2022, 8.1 million shares were available for grant under 2020 Incentive Stock Plan ("2020 Plan"). Stock option activity under the Company’s 2020 Plan is set forth below: Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted Average Contractual Term Options outstanding as of December 31, 2021 2,224,687 $ 12.86 $ 55,856 8.53 Options granted 919,800 $ 15.03 Options exercised (52,138) $ 10.18 Options forfeited (318,024) $ 16.62 Options outstanding as of September 30, 2022 2,774,325 $ 13.20 $ 17,813 8.35 Options vested and exercisable as of September 30, 2022 934,380 $ 9.53 $ 8,740 7.49 The Company elected the policy to account for forfeitures as these occur. The total unrecognized compensation expenses related to 2020 Stock Plan options as of September 30, 2022 was $10.7 million to be expensed on a straight-line basis over the remaining 2.81 years. Restricted Stock Units RSUs granted do not participate in earnings, dividends, and do not have voting rights until vested. The following table summarizes activity of the Company’s RSUs for the nine months ended September 30, 2022: Number of Shares Weighted Average Grant Date Fair Value Unvested awards as of December 31, 2021 1,493,915 $ 8.82 Awards granted 1,358,620 $ 14.18 Awards vested and released (487,075) $ 8.66 Unvested awards as of September 30, 2022 2,365,460 $ 11.93 During the nine months ended September 30, 2022 the Company net withheld and returned to the 2020 Plan pool 0.2 million shares to cover $4.0 million tax obligations for RSU releases. The total unrecognized compensation expenses related to 2020 Stock Plan RSUs as of September 30, 2022 was $23.4 million to be expensed on a straight-line basis over 1.55 years. Performance Stock Units The following table summarizes activity of the Company's PSUs for the nine months ended September 30, 2022: Number of Shares Weighted Average Grant Date Fair Value Unvested awards as of December 31, 2021 112,085 $ 15.69 Awards granted 518,938 $ 39.41 Awards vested and released (112,085) $ 15.69 Unvested awards as of September 30, 2022 518,938 $ 39.41 During the nine months ended September 30, 2022 the Company withheld 0.1 million shares to cover the $0.8 million tax obligations related to the release of remaining 2021 PSU on February 25, 2022. The total estimated unrecognized compensation expenses related to 2020 Stock Plan PSUs as of September 30, 2022 was $17.7 million to be expensed on over 0.41 years based on projected 248% performance goal achievement. |
Earnings per share
Earnings per share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share The Company computed earnings per share (“EPS”) in conformity with the two-class method required for participating securities. Undistributed earnings allocated to participating securities are subtracted from net income in determining net income attributable to common stockholders. All participating securities are excluded from basic weighted-average number of common shares outstanding. Diluted EPS is computed by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, restricted stock units, performance stock units, warrants, and convertible preferred securities. The dilutive effect of potentially dilutive securities is reflected in diluted EPS in order of dilution and by application of the treasury stock method and the if-converted method for stock-based compensation and convertible preferred securities, respectively. The following table sets forth the computation of basic and diluted EPS of common stock as follows (in thousands except per share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator for basic and diluted loss per share Net loss (6,659) (549) (22,512) (4,094) Denominator for basic and diluted loss per share Weighted-average shares outstanding – basic and diluted 68,623 62,610 67,566 56,280 Net loss per share Basic $ (0.10) $ (0.01) $ (0.33) $ (0.07) Diluted $ (0.10) $ (0.01) $ (0.33) $ (0.07) The following table represents the number of share equivalents (in thousands) outstanding during the period that were excluded from the calculation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock options to purchase common stock 4,416 5,990 4,326 6,325 Restricted stock units 2,484 1,782 2,042 2,273 Performance stock units 1,251 1,452 1,264 1,361 Warrants to purchase common stock — 904 — 1,807 Total 8,151 10,128 7,632 11,766 |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Legal Matters The Company is subject to legal proceedings and claims that arise in the ordinary course of its business. Management evaluates each claim and provides for potential loss when the claim is probable to be paid and reasonably estimable. While adverse decisions in certain of these litigation matters, claims and administrative proceedings could have a material effect on a particular period’s results of operations, subject to the uncertainties inherent in estimating future costs for contingent liabilities, management believes that any future accruals with respect to these currently known contingencies would not have a material effect on the financial condition, liquidity or cash flows of the Company. There were no amounts required to be reflected in these consolidated financial statements related to contingencies. |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent eventsThe Company performed its subsequent event procedures through November 3, 2022, the date these condensed consolidated financial statements were issued. |
Basis of presentation and sum_2
Basis of presentation and summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of the Company’s management, necessary for the fair presentation of the results of operations for the interim periods. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2021 included in the Company’s annual report on Form 10-K that the Company filed with the SEC on March 3, 2022. |
Principles of consolidation | Principles of consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries that are directly or indirectly owned or controlled. Intercompany transactions and balances have been eliminated upon consolidation. |
Principles of consolidation, variable interest entities | The Company provides services to its customers utilizing its own personnel as well as personnel from subcontractors. The most significant subcontractors are GD Ukraine, LLC, GD AM, LLC and Grid Dynamics Romania S.R.L. (“Affiliates”), third-party contractors in Ukraine, Armenia and Romania, respectively. The Affiliates exclusively support and perform services on behalf of the Company and its customers. The Company has no ownership in the Affiliates. The Company is required to apply accounting standards which address how a business enterprise should evaluate whether it has a controlling financial interest in a variable interest entity (“VIE”) through means other than voting rights and accordingly should determine whether or not to consolidate the entity. The Company has determined that it is required to consolidate the Affiliates because the Company has the power to direct the VIEs’ most significant activities and is the primary beneficiary of the Affiliates. The assets and liabilities of the Affiliates primarily consist of inter-company balances and transactions all of which have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates and such differences could be material. Significant estimates include allowances for receivables, calculation of accrued liabilities, capitalization of internally |
Recently adopted accounting pronouncements and recently issued accounting pronouncements | Recently adopted accounting pronouncements Changes to U.S. GAAP are established by the Financial Accounting Standards Board (the “FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s ASC. The Company has elected not to opt out of the extended transition period and thus when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Leases — In February 2016, the FASB issued ASU 2016-02 , Leases (Topic 842). The standard supersedes previously existing lease guidance (“Topic 840”) and requires entities to recognize all leases, with the exception of leases with a term of twelve months or less, on the balance sheet as right-of-use assets (“RoU Assets”) and lease liabilities. Disclosures should provide the information in the financial statements summarizing the amount, timing and cash flows arising from leasing. The Company adopted Topic 842, effective January 1, 2022 using current period adjustment method. Prior period amounts were not adjusted. The Company determines if an arrangement is a lease or contains a lease at lease inception. Assessment and classification of lease as either an operating or a financing is performed at the lease commencement date. Operating lease liabilities and their corresponding RoU Assets are initially measured based on the present value of future lease payments over the expected remaining lease term. RoU Asset value is additionally adjusted by initial direct costs and incentives received. Present value is calculated based in either interest rate implicit in lease agreement or, if not available, based on incremental borrowing rate. Incremental borrowing rate reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew or terminate a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will exercise the renewal option. RoU Assets are subject to periodic impairment tests. Lease expense for operating leases is recognized on a straight-line basis over the lease term. In accordance with Topic 842, components of a lease should be split into three categories: lease components, non-lease components, and non-components. The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. The Company elected a practical expedient to account for lease and non-lease components together as a single lease component. The Company also elected the short-term lease recognition exemption for all classes of lease assets with an original term of twelve months or less. For transition, practical expedients were accepted to carry forward historical accounting for any expired or existing contracts that are or contain lease contracts and not to re-assess initial direct costs for any expired or existing leases. The adoption of Topic 842 on January 1, 2022 resulted in the recognition of RoU Assets for operating leases of $5.9 million and operating lease liabilities of $5.7 million. The adoption of Topic 842 did not have an impact on the unaudited condensed consolidated statement of loss and comprehensive loss, condensed consolidated statement of changes in stockholders’ equity or the condensed consolidated statement of cash flows. See Note 11 “Leases” in the unaudited condensed consolidated financial statements for additional information regarding leases. Recently issued accounting pronouncements The Company considered the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments . Topic 326 was subsequently amended by ASU 2019-4, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, ASU 2019-5, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief, and clarified the guidance with the release of ASU 2020-2 Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842). These ASUs replace the current incurred loss impairment methodology with a methodology that reflects expected credit losses measured at amortized cost and certain other instruments, including loans, held-to-maturity debt securities, net investments in leases, and off-balance sheet credit exposures. The update is effective for fiscal years beginning after December 15, 2022, and interim periods with fiscal years after December 15, 2022. The Company has not yet determined the impact that the adoption of this guidance will have on the consolidated financial statements. In March 2020, FASB issued ASU No. 2020-3, Codification to Financial Instruments. This ASU improves and clarifies various financial instruments topics, including the current expected credit losses standard issued in 2016. The ASU includes seven different issues that describe the areas of improvement and the related amendments to U.S. GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments related to Issue 1, Issue 2, Issue 3, Issue 4, and Issue 5 were effective upon issuance of this update. The new guidance did not have a material impact on the consolidated financial statements. The amendments related to Issue 6 and Issue 7 are effective for the Company the earlier of January 1, 2023 or when the Company adopts ASU 2016-13, if early adopted. The Company is currently evaluating the impact these topics will have on the consolidated financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of business acquisition, assets acquired and liabilities assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed (in thousands): Tacit Current assets $ 9,145 Property, plant and equipment 466 Intangible assets 12,913 Goodwill 21,268 Total assets acquired $ 43,792 Accounts payable and accrued expenses (3,675) Deferred taxes (2,500) Total liabilities assumed $ (6,175) Purchase price allocation $ 37,617 |
Schedule of business acquisition, finite-lived intangibles | The estimated fair value, useful lives and amortization methods of identifiable intangible assets as of the date of acquisition updated for any changes during September 30, 2022 are as follows (in thousands): Tacit Fair Value Useful Life Amortization Customer relationships $ 11,737 12 years Straight-line Trade name 1,176 4 years Declining balance Total Tacit identified intangible assets $ 12,913 |
Schedule of business acquisition, pro forma information | These pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor are they necessarily an indication of future operating results. Nine Months Ended (Unaudited, in thousands, except per share data) 2022 2021 Revenue $ 229,906 $ 152,775 Net loss $ (22,512) $ (2,304) Diluted loss per share $ (0.33) $ (0.04) |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | A reconciliation of the beginning and ending balances of Level 3 acquisition-related contingent consideration payable using significant unobservable inputs for the nine months ended September 30, 2022 are as follows (in thousands): Amount Contingent consideration payable as of December 31, 2021 $ 6,933 Payment of contingent consideration - Daxx (1,933) Payment of contingent consideration - Tacit (5,000) Contingent consideration payable as of September 30, 2022 $ — |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | The prepaid expenses and other current assets were as follows (in thousands): As of September 30, December 31, Prepaid expenses $ 3,852 $ 2,188 Guarantee deposits placed 1,407 345 Prepaid insurance 1,212 921 Value added tax receivable 916 931 Other assets 183 118 Total prepaid expenses and other current assets $ 7,570 $ 4,503 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consist of the following (in thousands): Estimated As of September 30, December 31, Computers and equipment 2-5 $ 11,779 $ 10,784 Furniture and fixtures 3-7 1,159 1,174 Software 5 513 513 Leasehold improvements 7-12 486 486 Machinery and automobiles 5 284 246 14,221 13,203 Less: Accumulated depreciation and amortization (8,042) (8,240) 6,179 4,963 Capitalized software development costs 2-3 5,741 4,656 Less: Accumulated amortization (4,416) (3,450) 1,325 1,206 Property and equipment, net $ 7,504 $ 6,169 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets | Intangible assets consist of the following (in thousands): Estimated As of September 30, December 31, Customer relationships 8-12 $ 15,971 $ 15,971 Tradenames 4-10 4,676 4,676 Non-compete agreements 2 440 440 21,087 21,087 Less: Accumulated amortization (3,851) (1,990) Intangible assets, net $ 17,236 $ 19,097 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities, Current [Abstract] | |
Schedule of other current liabilities | The components of other current liabilities were as follows (in thousands): As of September 30, December 31, 2021 Value added tax payable $ 819 $ 1,274 Customer deposits 712 798 Contingent consideration payable — 6,933 Other liabilities 754 594 Total other current liabilities $ 2,285 $ 9,599 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table shows the disaggregation of the Company’s revenues by major customer location. Revenues are attributed to geographic regions based upon billed client location. Substantially all of the revenue in our North America region relates to operations in the United States. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Customer Location (in thousands) North America $ 68,057 $ 45,162 $ 189,324 $ 116,551 Europe 13,040 12,617 40,371 28,000 Other 64 154 211 192 Total Revenues $ 81,161 $ 57,933 $ 229,906 $ 144,743 The following table shows the disaggregation of the Company’s revenues by main vertical markets: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Vertical (in thousands) Retail $ 25,260 $ 18,271 $ 74,019 $ 39,850 Technology, Media and Telecom 26,335 17,597 71,170 48,123 CPG/Manufacturing (1) 16,058 11,208 47,127 29,832 Finance 6,073 5,224 15,649 12,733 Other 7,435 5,633 21,941 14,205 Total Revenues $ 81,161 $ 57,933 $ 229,906 $ 144,743 __________________________ (1) CPG stands for Consumer Packaged Goods The following table shows the disaggregation of the Company’s revenues by contract types: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Contract Type (in thousands) Time-and-material $ 75,085 $ 53,844 $ 211,293 $ 134,314 Fixed-fee 6,076 4,089 18,613 10,429 Total Revenues $ 81,161 $ 57,933 $ 229,906 $ 144,743 |
Schedules of Concentration of Risk, by Risk Factor | The following table shows the amount of revenue derived from each customer exceeding 10% of the Company’s revenue: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Customer 1 13.1 % 11.3 % 12.1 % 11.9 % Customer 2 11.2 % n/a 10.9 % 11.5 % The following table shows number of customers exceeding 10% of the Company’s billed and unbilled receivable balances: As of September 30, December 31, Accounts receivable 2 1 Unbilled receivable 1 1 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Lease Cost and Supplemental Lease Information | Operating lease expense is recorded on a straight-line basis over the lease term. During three and nine months ended September 30, 2022 lease costs were as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2022 Operating lease cost $ 845 $ 2,397 Variable lease cost (16) (88) Short-term lease cost 133 400 Total lease cost $ 962 $ 2,709 Supplemental information related to operating lease transactions is as follows (in thousands): Three Months Ended Nine Months Ended September 30, 2022 Lease liability payments $ 602 $ 2,220 Lease assets obtained in exchange for liabilities $ 1,729 $ 3,243 Non-cash net decrease in lease assets due to lease modifications $ (129) $ (1,015) Non-cash net decrease in lease liability due to lease modifications $ 129 $ 1,015 Weighted average remaining lease term and discount rate as of September 30, 2022 is as follows: As of Weighted average remaining lease term, in years 3.37 Weighted average discount rate 4.2 % |
Schedule of Operating Lease Maturities | As of September 30, 2022, operating lease liabilities will mature as follows (in thousands): Years ending December 31, (in thousands) Lease Payments 2022 (excluding nine months ended September 30, 2022) $ 316 2023 1,932 2024 1,805 2025 1,007 2026 553 2027 367 Total lease payments 5,980 Less: imputed interest (445) Total $ 5,535 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock-based compensation | Employee stock-based compensation cost recognized in the consolidated statements of loss and comprehensive loss was as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (in thousands) Cost of revenue $ 367 $ 173 $ 888 $ 433 Engineering, research, and development 1,834 799 4,336 1,970 Sales and marketing 1,239 963 3,117 2,207 General and administrative 14,111 7,178 34,258 16,849 Total stock-based compensation $ 17,551 $ 9,113 $ 42,599 $ 21,459 |
Schedule of option activity | Stock option activity under the Company’s 2018 Plan is set forth below: Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted Average Contractual Term Options outstanding as of December 31, 2021 1,916,101 $ 3.54 $ 65,971 6.97 Options exercised (240,292) $ 3.54 Options forfeited (23,067) $ 3.54 Options outstanding as of September 30, 2022 1,652,742 $ 3.54 $ 25,083 6.28 Options vested and exercisable as of September 30, 2022 1,595,072 $ 3.54 $ 24,229 6.25 Stock option activity under the Company’s 2020 Plan is set forth below: Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted Average Contractual Term Options outstanding as of December 31, 2021 2,224,687 $ 12.86 $ 55,856 8.53 Options granted 919,800 $ 15.03 Options exercised (52,138) $ 10.18 Options forfeited (318,024) $ 16.62 Options outstanding as of September 30, 2022 2,774,325 $ 13.20 $ 17,813 8.35 Options vested and exercisable as of September 30, 2022 934,380 $ 9.53 $ 8,740 7.49 |
Schedule of restricted stock unit activity | The following table summarizes activity of the Company’s RSUs for the nine months ended September 30, 2022: Number of Shares Weighted Average Grant Date Fair Value Unvested awards as of December 31, 2021 1,493,915 $ 8.82 Awards granted 1,358,620 $ 14.18 Awards vested and released (487,075) $ 8.66 Unvested awards as of September 30, 2022 2,365,460 $ 11.93 |
Schedule of performance share activity | The following table summarizes activity of the Company's PSUs for the nine months ended September 30, 2022: Number of Shares Weighted Average Grant Date Fair Value Unvested awards as of December 31, 2021 112,085 $ 15.69 Awards granted 518,938 $ 39.41 Awards vested and released (112,085) $ 15.69 Unvested awards as of September 30, 2022 518,938 $ 39.41 |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted EPS of common stock as follows (in thousands except per share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator for basic and diluted loss per share Net loss (6,659) (549) (22,512) (4,094) Denominator for basic and diluted loss per share Weighted-average shares outstanding – basic and diluted 68,623 62,610 67,566 56,280 Net loss per share Basic $ (0.10) $ (0.01) $ (0.33) $ (0.07) Diluted $ (0.10) $ (0.01) $ (0.33) $ (0.07) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table represents the number of share equivalents (in thousands) outstanding during the period that were excluded from the calculation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock options to purchase common stock 4,416 5,990 4,326 6,325 Restricted stock units 2,484 1,782 2,042 2,273 Performance stock units 1,251 1,452 1,264 1,361 Warrants to purchase common stock — 904 — 1,807 Total 8,151 10,128 7,632 11,766 |
Basis of presentation and sum_3
Basis of presentation and summary of significant accounting policies (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets, net | $ 5,585 | $ 0 | |
Operating lease, liability | $ 5,535 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets, net | $ 5,900 | ||
Operating lease, liability | $ 5,700 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 4 Months Ended | 6 Months Ended | 9 Months Ended | |
May 29, 2021 USD ($) employee | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||
Fair value of contingent consideration issued for acquisition of business | $ 2,979 | $ 0 | ||
Tacit Knowledge Inc. | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interests acquired | 100% | |||
Number of employees acquired | employee | 180 | |||
Consideration transferred | $ 37,600 | |||
Payments to acquire business | 33,600 | |||
Fair value of contingent consideration issued for acquisition of business | 4,000 | |||
Maximum contingent consideration | $ 5,000 | |||
Estimated future operating results period | 12 months | |||
Cash and cash equivalents | $ 3,000 | |||
Increase in goodwill | $ 700 | |||
Pro forma information, revenue of acquiree | $ 9,500 | $ 21,300 |
Acquisitions - Assets acquired
Acquisitions - Assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | May 29, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 35,958 | $ 35,958 | |
Tacit Knowledge Inc. | |||
Business Acquisition [Line Items] | |||
Current assets | $ 9,145 | ||
Property, plant and equipment | 466 | ||
Intangible assets | $ 12,913 | 12,913 | |
Goodwill | 21,268 | ||
Total assets acquired | 43,792 | ||
Accounts payable and accrued expenses | (3,675) | ||
Deferred taxes | (2,500) | ||
Total liabilities assumed | (6,175) | ||
Purchase price allocation | $ 37,617 |
Acquisitions - Intangible asset
Acquisitions - Intangible assets acquired (Details) - Tacit Knowledge Inc. - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | May 29, 2021 | |
Business Acquisition [Line Items] | ||
Fair Value | $ 12,913 | $ 12,913 |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 11,737 | |
Useful Life | 12 years | |
Trade name | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 1,176 | |
Useful Life | 4 years |
Acquisitions - Pro forma inform
Acquisitions - Pro forma information (Details) - Tacit Knowledge Inc. - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||
Revenue | $ 229,906 | $ 152,775 |
Net loss | $ (22,512) | $ (2,304) |
Diluted loss per share (in usd per share) | $ (0.33) | $ (0.04) |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) $ in Millions | 24 Months Ended | |
Dec. 31, 2021 USD ($) acquisition | Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Number of acquisitions | acquisition | 2 | |
Equity securities without readily determinable fair value, amount | $ | $ 0 | $ 1 |
Daxx | Measurement Input, Discount Rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration, measurement input | 0.048 | |
Tacit Knowledge Inc. | Measurement Input, Discount Rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration, measurement input | 0.135 |
Fair Value - Fair Value Of Cont
Fair Value - Fair Value Of Contingent Consideration Payable (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent consideration payable, beginning balance | $ 6,933 |
Contingent consideration payable, ending balance | 0 |
Daxx | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Payment of contingent consideration | (1,933) |
Tacit Knowledge Inc. | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Payment of contingent consideration | $ (5,000) |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 3,852 | $ 2,188 |
Prepaid insurance | 1,212 | 921 |
Guarantee deposits placed | 1,407 | 345 |
Value added tax receivable | 916 | 931 |
Other assets | 183 | 118 |
Total prepaid expenses and other current assets | $ 7,570 | $ 4,503 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 7,504 | $ 6,169 |
Property, Plant and Equipment, Excluding Capitalized Software Costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,221 | 13,203 |
Less: Accumulated depreciation and amortization | (8,042) | (8,240) |
Property and equipment, net | 6,179 | 4,963 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,779 | 10,784 |
Computers and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 2 years | |
Computers and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 5 years | |
Machinery and automobiles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 5 years | |
Property and equipment, gross | $ 284 | 246 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,159 | 1,174 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 3 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 7 years | |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 5 years | |
Property and equipment, gross | $ 513 | 513 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 486 | 486 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 7 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 12 years | |
Capitalized software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,741 | 4,656 |
Less: Accumulated depreciation and amortization | (4,416) | (3,450) |
Property and equipment, net | $ 1,325 | $ 1,206 |
Capitalized software development costs | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 2 years | |
Capitalized software development costs | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (In Years) | 3 years |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 21,087 | $ 21,087 |
Less: Accumulated amortization | (3,851) | (1,990) |
Intangible assets, net | 17,236 | 19,097 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 15,971 | 15,971 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (In Years) | 8 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (In Years) | 12 years | |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 4,676 | 4,676 |
Tradenames | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (In Years) | 4 years | |
Tradenames | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (In Years) | 10 years | |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (In Years) | 2 years | |
Intangible assets, gross | $ 440 | $ 440 |
Other current liabilities - Sch
Other current liabilities - Schedule of other current liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Liabilities, Current [Abstract] | ||
Contingent consideration payable | $ 0 | $ 6,933 |
Value added tax payable | 819 | 1,274 |
Customer deposits | 712 | 798 |
Other liabilities | 754 | 594 |
Total other current liabilities | 2,285 | 9,599 |
Payable to related party | $ 600 | $ 600 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Millions | Mar. 15, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2017 |
Line of Credit Facility [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 0.5 | |||
Debt outstanding | $ 0 | $ 0 | ||
Base Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1% | |||
Base Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.50% | |||
SOFR Or Adjusted EURIBOR Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2% | |||
SOFR Or Adjusted EURIBOR Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.50% | |||
Daily Simple SOFR, SONIA, Or SARON Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2% | |||
Daily Simple SOFR, SONIA, Or SARON Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.50% | |||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 30 | |||
Contingent maximum borrowing capacity | 50 | |||
Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, maximum borrowing capacity | $ 10 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) segment | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) segment | Dec. 31, 2021 USD ($) | |
Revenue from Contract with Customer [Abstract] | |||||
Number of reportable segments | segment | 1 | 1 | 1 | 1 | |
Revenue from related parties | $ 1.7 | $ 1 | $ 4.3 | $ 1.9 | |
Accounts receivable from related parties | $ 1 | $ 1 | $ 0.6 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ 81,161 | $ 57,933 | $ 229,906 | $ 144,743 |
Time-and-material | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 75,085 | 53,844 | 211,293 | 134,314 |
Fixed-fee | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 6,076 | 4,089 | 18,613 | 10,429 |
Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 25,260 | 18,271 | 74,019 | 39,850 |
Technology, Media and Telecom | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 26,335 | 17,597 | 71,170 | 48,123 |
CPG/Manufacturing(1) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 16,058 | 11,208 | 47,127 | 29,832 |
Finance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 6,073 | 5,224 | 15,649 | 12,733 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 7,435 | 5,633 | 21,941 | 14,205 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 68,057 | 45,162 | 189,324 | 116,551 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | 13,040 | 12,617 | 40,371 | 28,000 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues | $ 64 | $ 154 | $ 211 | $ 192 |
Revenue - Concentration Risk (D
Revenue - Concentration Risk (Details) - Customer Concentration Risk - customer | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Sales | Customer 1 | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 13.10% | 11.30% | 12.10% | 11.90% | |
Sales | Customer 2 | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk percentage | 11.20% | 10.90% | 11.50% | ||
Accounts receivable | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of major customers | 2 | 2 | 1 | ||
Unbilled receivable | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of major customers | 1 | 1 | 1 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Sep. 30, 2022 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, remaining term | 1 month 6 days |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, remaining term | 5 years 2 months 12 days |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 845 | $ 2,397 |
Variable lease cost | (16) | (88) |
Short-term lease cost | 133 | 400 |
Total lease cost | $ 962 | $ 2,709 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Lease Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Leases [Abstract] | ||
Lease liability payments | $ 602 | $ 2,220 |
Lease assets obtained in exchange for liabilities | 1,729 | 3,243 |
Non-cash net decrease in lease assets due to lease modifications | (129) | (1,015) |
Non-cash net decrease in lease liability due to lease modifications | $ 129 | $ 1,015 |
Weighted average remaining lease term, in years | 3 years 4 months 13 days | 3 years 4 months 13 days |
Weighted average discount rate | 4.20% | 4.20% |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 (excluding nine months ended September 30, 2022) | $ 316 |
2023 | 1,932 |
2024 | 1,805 |
2025 | 1,007 |
2026 | 553 |
2027 | 367 |
Total lease payments | 5,980 |
Less: imputed interest | (445) |
Total | $ 5,535 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 3,359 | $ 2,633 | $ 7,240 | $ 4,655 |
Effective tax rate, percentage | (101.80%) | 126.30% | (47.40%) | 829.80% |
Stockholders' equity - Common s
Stockholders' equity - Common stock (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 12, 2022 | Jul. 06, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 110,000,000 | 110,000,000 | ||
Common stock, shares outstanding (in shares) | 73,999,020 | 66,850,941 | ||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 110,000,000 | |||
Common stock, shares outstanding (in shares) | 74,000,000 | 66,900,000 | ||
Common Stock | Follow On Public Offering | ||||
Class of Stock [Line Items] | ||||
Shares offered in a follow-on public offering (in shares) | 6,600,000 | 11,600,000 | ||
Price per share in follow-on offering (in dollars per share) | $ 17.50 | $ 15.03 | ||
Net proceeds from the offering | $ 109.5 | |||
Common Stock | Follow On Public Offering - Shares From Parent | ||||
Class of Stock [Line Items] | ||||
Shares offered in a follow-on public offering (in shares) | 5,500,000 | |||
Net proceeds from the offering | $ 78.3 | |||
Common Stock | Follow On Public Offering - Shares From Selling Shareholders | ||||
Class of Stock [Line Items] | ||||
Shares offered in a follow-on public offering (in shares) | 6,100,000 | |||
Net proceeds from the offering | $ 0 |
Stockholders' equity - Warrants
Stockholders' equity - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||||
Jul. 28, 2021 | Jul. 26, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 30, 2021 | |
Class of Stock [Line Items] | |||||
Proceeds from exercise of warrants | $ 0 | $ 48,145 | |||
Private Warrant | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding (in shares) | 0 | ||||
Public Warrant | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding (in shares) | 2,770,000 | 0 | |||
Warrants exercised (in shares) | 2,750,000 | 1,400,000 | |||
Proceeds from exercise of warrants | $ 31,700 | $ 16,400 | |||
Redemption price (in dollars per share) | $ 0.01 | ||||
Exercise prices (in dollars per share) | $ 11.50 | ||||
Warrants redeemed (in shares) | 20,000 |
Stock-based compensation - Sche
Stock-based compensation - Schedule of employee stock-based compensation recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 17,551 | $ 9,113 | $ 42,599 | $ 21,459 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 367 | 173 | 888 | 433 |
Engineering, research, and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 1,834 | 799 | 4,336 | 1,970 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 1,239 | 963 | 3,117 | 2,207 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 14,111 | $ 7,178 | $ 34,258 | $ 16,849 |
Stock-based compensation - Narr
Stock-based compensation - Narrative (Details) shares in Millions, $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Period for recognition | 1 year 6 months 18 days |
Shares withheld (in shares) | shares | 0.2 |
Tax withholding obligation | $ 4 |
Unrecognized compensation expense, excluding options | $ 23.4 |
Performance stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Period for recognition | 4 months 28 days |
Shares withheld (in shares) | shares | 0.1 |
Tax withholding obligation | $ 0.8 |
Unrecognized compensation expense, excluding options | $ 17.7 |
Performance factor percentage | 248% |
2018 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense, options | $ 0.1 |
2018 Plan | Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Period for recognition | 11 months 15 days |
2020 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense, options | $ 10.7 |
Remaining shares available for grant (in shares) | shares | 8.1 |
2020 Plan | Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Period for recognition | 2 years 9 months 21 days |
Stock-based compensation - Sc_2
Stock-based compensation - Schedule of option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
2018 Plan | |||
Number of Options | |||
Options outstanding, beginning balance (in shares) | 1,916,101 | 1,916,101 | |
Options exercised (in shares) | (240,292) | ||
Options forfeited (in shares) | (23,067) | ||
Options outstanding, ending balance (in shares) | 1,652,742 | ||
Options vested and exercisable (in shares) | 1,595,072 | ||
Weighted Average Exercise Price | |||
Options outstanding, beginning balance (in dollars per share) | $ 3.54 | $ 3.54 | |
Options exercised (in dollars per share) | 3.54 | ||
Options forfeited (in dollars per share) | 3.54 | ||
Option outstanding, ending balance (in dollars per share) | 3.54 | ||
Options vested and exercisable (in dollars per share) | $ 3.54 | ||
Aggregate Intrinsic Value and Weighted Average Contractual Term (in years) | |||
Options outstanding, aggregate intrinsic value | $ 25,083 | $ 65,971 | |
Options vested and exercisable, aggregate intrinsic value | $ 24,229 | ||
Options outstanding, weighted average contractual term (in years) | 6 years 11 months 19 days | 6 years 3 months 10 days | |
Options vested and exercisable, weighted average contractual term (in years) | 6 years 3 months | ||
2020 Plan | |||
Number of Options | |||
Options outstanding, beginning balance (in shares) | 2,224,687 | 2,224,687 | |
Options granted (in shares) | 919,800 | ||
Options exercised (in shares) | (52,138) | ||
Options forfeited (in shares) | (318,024) | ||
Options outstanding, ending balance (in shares) | 2,774,325 | ||
Options vested and exercisable (in shares) | 934,380 | ||
Weighted Average Exercise Price | |||
Options outstanding, beginning balance (in dollars per share) | $ 12.86 | $ 12.86 | |
Options granted (in dollars per share) | 15.03 | ||
Options exercised (in dollars per share) | 10.18 | ||
Options forfeited (in dollars per share) | 16.62 | ||
Option outstanding, ending balance (in dollars per share) | 13.20 | ||
Options vested and exercisable (in dollars per share) | $ 9.53 | ||
Aggregate Intrinsic Value and Weighted Average Contractual Term (in years) | |||
Options outstanding, aggregate intrinsic value | $ 17,813 | $ 55,856 | |
Options vested and exercisable, aggregate intrinsic value | $ 8,740 | ||
Options outstanding, weighted average contractual term (in years) | 8 years 6 months 10 days | 8 years 4 months 6 days | |
Options vested and exercisable, weighted average contractual term (in years) | 7 years 5 months 26 days |
Stock-based compensation - Sc_3
Stock-based compensation - Schedule of restricted stock unit and performance stock unit activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Restricted stock units | ||
Number of Shares | ||
Outstanding, beginning balance (in shares) | 1,493,915 | |
Granted (in shares) | 1,358,620 | |
Vested and released (in shares) | (487,075) | |
Outstanding, ending balance (in shares) | 2,365,460 | |
Weighted Average Grant Date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ 11.93 | $ 8.82 |
Granted (in dollars per share) | 14.18 | |
Vested and released (in dollars per share) | $ 8.66 | |
Performance stock units | ||
Number of Shares | ||
Outstanding, beginning balance (in shares) | 112,085 | |
Granted (in shares) | 518,938 | |
Vested and released (in shares) | (112,085) | |
Outstanding, ending balance (in shares) | 518,938 | |
Weighted Average Grant Date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ 39.41 | $ 15.69 |
Granted (in dollars per share) | 39.41 | |
Vested and released (in dollars per share) | $ 15.69 |
Earnings per share - Schedule o
Earnings per share - Schedule of Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator for basic and diluted loss per share | ||||||||
Net loss | $ (6,659) | $ (13,186) | $ (2,667) | $ (549) | $ (1,483) | $ (2,062) | $ (22,512) | $ (4,094) |
Weighted average number of shares outstanding - basic (in shares) | 68,623 | 62,610 | 67,566 | 56,280 | ||||
Weighted average number of shares outstanding - diluted (in shares) | 68,623 | 62,610 | 67,566 | 56,280 | ||||
Net loss per share | ||||||||
Basic (in dollars per share) | $ (0.10) | $ (0.01) | $ (0.33) | $ (0.07) | ||||
Diluted (in dollars per share) | $ (0.10) | $ (0.01) | $ (0.33) | $ (0.07) |
Earnings per share - Schedule_2
Earnings per share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 8,151 | 10,128 | 7,632 | 11,766 |
Stock options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,416 | 5,990 | 4,326 | 6,325 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,484 | 1,782 | 2,042 | 2,273 |
Performance stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,251 | 1,452 | 1,264 | 1,361 |
Warrants to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 904 | 0 | 1,807 |