Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 $0.0001 per share | |
Trading Symbol | GDYN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 74,896,752 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001743725 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 258,368 | $ 256,729 |
Accounts receivable, net of allowance of $465 and $443 as of March 31, 2023 and December 31, 2022, respectively | 50,951 | 48,358 |
Unbilled receivables | 6,512 | 5,591 |
Prepaid income taxes | 5,933 | 4,294 |
Prepaid expenses and other current assets | 8,315 | 8,154 |
Total current assets | 330,079 | 323,126 |
Property and equipment, net | 8,840 | 8,215 |
Operating lease right-of-use assets, net | 8,234 | 7,694 |
Intangible assets, net | 19,694 | 20,375 |
Goodwill | 45,514 | 45,514 |
Deferred tax assets | 5,818 | 4,998 |
Other noncurrent assets | 1,408 | 1,224 |
Total assets | 419,587 | 411,146 |
Current liabilities | ||
Accounts payable | 3,206 | 3,897 |
Accrued compensation and benefits | 19,119 | 13,065 |
Accrued income taxes | 14,024 | 10,718 |
Operating lease liabilities, current | 3,178 | 2,505 |
Accrued expenses and other current liabilities | 10,831 | 8,525 |
Total current liabilities | 50,358 | 38,710 |
Deferred tax liabilities | 3,653 | 3,756 |
Operating lease liabilities, noncurrent | 5,691 | 5,636 |
Total liabilities | 59,702 | 48,102 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value; 110,000,000 shares authorized; 74,896,752 and 74,156,458 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 7 | 7 |
Additional paid-in capital | 382,322 | 378,006 |
Accumulated deficit | (22,091) | (14,121) |
Accumulated other comprehensive loss | (353) | (848) |
Total stockholders’ equity | 359,885 | 363,044 |
Total liabilities and stockholders’ equity | $ 419,587 | $ 411,146 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 465 | $ 443 |
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) | 74,896,752 | 74,156,458 |
Common stock, shares outstanding (in shares) | 74,896,752 | 74,156,458 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 80,080 | $ 71,410 |
Cost of revenue | 51,505 | 44,631 |
Gross profit | 28,575 | 26,779 |
Operating expenses | ||
Engineering, research, and development | 4,203 | 3,096 |
Sales and marketing | 5,634 | 4,215 |
General and administrative | 24,730 | 19,265 |
Total operating expenses | 34,567 | 26,576 |
Income/(loss) from operations | (5,992) | 203 |
Other income/(expenses), net | 1,682 | (700) |
Loss before income taxes | (4,310) | (497) |
Provision for income taxes | 3,660 | 2,170 |
Net loss | (7,970) | (2,667) |
Foreign currency translation adjustments, net of tax | 495 | (283) |
Comprehensive loss | $ (7,475) | $ (2,950) |
Loss per share | ||
Basic (in dollars per share) | $ (0.11) | $ (0.04) |
Diluted (in dollars per share) | $ (0.11) | $ (0.04) |
Weighted average shares outstanding | ||
Basic (in shares) | 74,459 | 66,919 |
Diluted (in shares) | 74,459 | 66,919 |
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, 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 loss | (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, 2022 | 74,156 | ||||
Beginning balance at Dec. 31, 2022 | 363,044 | $ 7 | 378,006 | (14,121) | (848) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (7,970) | (7,970) | |||
Stock-based compensation | 13,257 | 13,257 | |||
Exercise of stock options (in shares) | 1 | ||||
Exercise of stock options | 10 | 10 | |||
Issuance of shares and payments of tax obligations resulted from net share settlement of vested stock awards (in shares) | 739 | ||||
Issuance of shares and payments of tax obligations resulted from net share settlement of vested stock awards | (8,951) | (8,951) | |||
Foreign currency translation adjustments, net of tax | 495 | 495 | |||
Ending balance (in shares) at Mar. 31, 2023 | 74,896 | ||||
Ending balance at Mar. 31, 2023 | $ 359,885 | $ 7 | $ 382,322 | $ (22,091) | $ (353) |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (7,970) | $ (2,667) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 1,645 | 1,589 |
Operating lease right-of-use assets amortization expense | 650 | 636 |
Bad debt expense | 20 | 45 |
Deferred income taxes | (923) | (87) |
Debt issuance cost amortization | 23 | 0 |
Stock-based compensation | 13,257 | 8,661 |
Changes in assets and liabilities: | ||
Accounts receivable | (2,613) | (2,573) |
Unbilled receivables | (921) | (866) |
Prepaid income taxes | (1,639) | (199) |
Prepaid expenses and other current assets | (368) | (1,268) |
Accounts payable | (691) | 159 |
Accrued compensation and benefits | 6,054 | 5,384 |
Operating lease liabilities | (462) | (987) |
Accrued income taxes | 3,306 | 1,898 |
Accrued expenses and other current liabilities | 2,306 | (208) |
Net cash provided by operating activities | 11,674 | 9,517 |
Cash flows from investing activities | ||
Purchase of property and equipment | (1,589) | (1,653) |
Net cash used in investing activities | (1,589) | (1,653) |
Cash flows from financing activities | ||
Proceeds from exercises of stock options, net of shares withheld for taxes | 10 | 292 |
Payments of tax obligations resulted from net share settlement of vested stock awards | (8,951) | (1,802) |
Payment of contingent consideration related to previously acquired businesses | 0 | (1,933) |
Proceeds from debt | 0 | 5,000 |
Debt issuance cost | 0 | (194) |
Net cash (used in)/provided by financing activities | (8,941) | 1,363 |
Effect of exchange rate changes on cash and cash equivalents | 495 | (283) |
Net increase in cash and cash equivalents | 1,639 | 8,944 |
Cash and cash equivalents, end of period | 258,368 | 153,308 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | $ 2,926 | $ 643 |
Nature of operations and summar
Nature of operations and summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of operations and summary of significant accounting policies | Nature of operations and summary of significant accounting policies Grid Dynamics Holdings, Inc. (the “Company”) provides enterprise-level digital transformation in the areas of technology consulting, agile custom software development, and data analytics to Fortune 1000 companies. The Company’s headquarters and principal place of business is in San Ramon, California. 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, 2022, as filed with the SEC on February 28, 2023. 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 months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2022 included in the Company’s annual report on Form 10-K that the Company filed with the SEC on February 28, 2023. 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 subcontractor as of March 31, 2023 is GD AM, LLC (“Affiliate”), third-party contractor located in Armenia. The Affiliate exclusively supports and performs services on behalf of the Company and its customers. The Company has no ownership in the Affiliate. 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 determination of fair value, useful lives and recoverability of intangible assets and goodwill, stock-based compensation, contingent consideration payable, determination of provision for income taxes, deferred tax assets and liabilities 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 will adopt according these changes according to the various timetables the FASB specifies. Measurement of Credit Losses on Financial Instruments — In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments that 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 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 Company adopted Topic 326, effective January 1, 2023, using a modified-retrospective approach. Adoption of Topic 326 did not have any impact on its condensed consolidated financial statements. Recently issued accounting pronouncements |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Mutual Mobile — On December 23, 2022, the Company acquired 100% of the equity interest of the software company Mutual Mobile Inc. (“Mutual Mobile”). Founded in 2009, Mutual Mobile is based in the United States and India, offers end-to-end design and development of next-generation applications, combining mobile, augmented/virtual/mixed reality, and cloud edge / IoT practices. The acquisition of Mutual Mobile added approximately 180 employees to the Company’s headcount. The acquisition will accelerate Company’s strategic expansion into the India engineering market and further solidifies Grid Dynamics’ commitment to global growth. The total purchase consideration is $16.1 million and consists of cash consideration of $12.8 million paid at closing, and fair value of the contingent consideration at the date of the acquisition of $3.3 million. The maximum amount of potential contingent cash consideration is $5.0 million. The contingent consideration is payable based on revenue and gross profit metrics to be achieved by Mutual Mobile 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. See Note 3 for further details on contingent consideration. 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 will also enable 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. See Note 3 for further details on contingent consideration. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed: Mutual Mobile Tacit (in thousands) Current assets $ 4,982 $ 9,145 Property, plant and equipment 132 466 Intangible assets 3,749 12,913 Goodwill 9,556 21,268 Other noncurrent assets 102 — Total assets acquired $ 18,521 $ 43,792 Accounts payable and accrued expenses (1,576) (3,675) Deferred taxes (875) (2,500) Total liabilities assumed $ (2,451) $ (6,175) Purchase price allocation $ 16,070 $ 37,617 Current assets acquired include cash and cash equivalents in the amount of $3.5 million for Mutual Mobile and $3.0 million for Tacit accordingly. The purchase price for both acquisitions 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. Goodwill for Mutual Mobile and Tacit is not deductible for income tax purposes. For the acquisition of Mutual Mobile, the estimated fair values of the assets acquired and liabilities assumed are provisional and based on the information that was available as of the acquisition date. The Company expects to finalize the purchase price allocations as soon as practicable but no later than one year from the acquisition date. 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 as of March 31, 2023 are as follows: Mutual Mobile Tacit Fair Value Useful Life Fair Value Useful Life (in thousands, except in years) Customer relationships $ 3,453 8 years $ 11,737 12 years Trade name 152 4 years 1,176 4 years Non-compete agreements 144 2 years — — Total identified intangible assets $ 3,749 $ 12,913 The Company used the acquisition method of accounting for all acquisitions, and consequently, the results of operations for all acquisitions are reported in the consolidated financial statements from the dates of acquisition. The following unaudited pro forma information presents the combined results of operations as if the acquisitions of Mutual Mobile had occurred at the beginning of the year preceding the acquisition date. Pre-acquisition results of business acquired have been added to the Company’s historical results. The pro forma results contained in the table below include adjustments for amortization of acquired intangibles and related income taxes. Any potential cost savings or other operational efficiencies that could result from the acquisition are not included in these pro forma results These unaudited 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. Three Months Ended (in thousands) Revenue $ 74,402 Net loss $ (1,970) Diluted loss per share $ (0.03) |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2023 | |
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 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 year ended December 31, 2022 the Company completed the acquisition of Mutual Mobile under which the Company committed to make a cash earnout payment subject to attainment of specific performance targets. The weighted average discount rate used to determine the final fair value of Mutual Mobile contingent considerations was 10.1%. The Company records contingent consideration payable in Other current liabilities in its unaudited condensed consolidated balance sheet. There were no changes recorded for Level 3 acquisition-related contingent consideration payable in unaudited condensed consolidated financial statements for the three months ended March 31, 2023. Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis Estimates of fair value of financial instruments not carried at fair value on a recurring basis are generally subjective in nature, and are determined as of a specific point in time based on the characteristics of the financial instruments and relevant market information. The Company’s financial assets and liabilities, are generally short-term in nature; therefore, the carrying value of these items approximates their fair value. The following tables present the estimated fair values of the Company’s financial assets and liabilities not measured at fair value on a recurring basis as of the dates indicated: Fair Value Hierarchy Balance Estimated Fair Value Level 1 Level 2 Level 3 (in thousands) March 31, 2023 Financial Assets: Cash equivalents: Money market funds $ 168,607 $ 168,607 $ 168,607 $ — $ — December 31, 2022 Financial Assets: Cash equivalents: Money market funds $ 205,787 $ 205,787 $ 205,787 $ — $ — Non-Marketable Securities Without Readily Determinable Fair Values The Company holds investment in equity securities of a 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 March 31, 2023 and December 31, 2022, and was classified as Other noncurrent assets in the Company’s unaudited condensed consolidated balance sheets. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 3 Months Ended |
Mar. 31, 2023 | |
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: As of March 31, December 31, (in thousands) Prepaid expenses $ 3,817 $ 3,323 Guarantee deposits placed 2,092 2,295 Value added tax receivable 1,679 1,384 Other prepaid and current assets 727 1,152 Total prepaid expenses and other current assets $ 8,315 $ 8,154 |
Property and equipment, net
Property and equipment, net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, netProperty and equipment, net consisted of the following: Estimated As of March 31, December 31, (in years) (in thousands) Computers and equipment 2-5 $ 11,765 $ 11,679 Furniture and fixtures 3-10 1,669 1,614 Leasehold improvements 2-8 1,190 646 Software 3-5 1,053 1,053 Machinery and automobiles 4-6 384 349 $ 16,061 $ 15,341 Less: Accumulated depreciation and amortization (9,380) (8,614) $ 6,681 $ 6,727 Capitalized software development costs 2-3 $ 7,235 $ 6,210 Less: Accumulated amortization (5,076) (4,722) $ 2,159 $ 1,488 Property and equipment, net $ 8,840 $ 8,215 |
Intangible assets, net
Intangible assets, net | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Intangible assets, net Intangible assets, net consistedof the following: Estimated As of March 31, December 31, (in years) (in thousands) Customer relationships 8-12 $ 19,424 $ 19,424 Tradenames 4-10 4,828 4,828 Non-compete agreements 2 584 584 $ 24,836 $ 24,836 Less: Accumulated amortization (5,142) (4,461) Intangible assets, net $ 19,694 $ 20,375 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilitiesThe components of accrued expenses and other current liabilities were as follows: As of March 31, December 31, 2022 (in thousands) Contingent consideration payable $ 3,288 $ 3,288 Accrued rebates 1,860 473 Accrued expenses 1,760 829 Value added tax payable 1,615 1,345 Customer deposits 794 754 Deferred revenue 726 1,124 Other liabilities 788 712 Total accrued expenses and other current liabilities $ 10,831 $ 8,525 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023, 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 and 2022. 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 2023 2022 Customer Location (in thousands) North America $ 63,949 $ 57,609 Europe 15,894 13,735 Other 237 66 Total Revenues $ 80,080 $ 71,410 The following table shows the disaggregation of the Company’s revenues by main vertical markets: Three Months Ended 2023 2022 Vertical (in thousands) Technology, Media and Telecom $ 26,811 $ 21,444 Retail 25,396 23,307 CPG/Manufacturing (1) 12,646 14,979 Finance 6,515 4,527 Other 8,712 7,153 Total Revenues $ 80,080 $ 71,410 __________________________ (1) CPG stands for Consumer Packaged Goods The following table shows the disaggregation of the Company’s revenues by contract types: Three Months Ended 2023 2022 Contract Type (in thousands) Time-and-material $ 70,526 $ 65,206 Fixed-fee 9,554 6,204 Total Revenues $ 80,080 $ 71,410 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 March 31, 2023 and December 31, 2022 the Company did not have material contract assets. Contract liabilities were $0.7 million and $1.1 million as of March 31, 2023 and December 31, 2022, respectively. 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 March 31, 2023 and December 31, 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 March 31, 2023 and December 31, 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 2023 2022 Customer 1 13.9 % 11.2 % Customer 2 n/a 10.3 % During the three months ended March 31, 2023 and March 31, 2022 the Company recorded revenue from its related parties of $1.8 million and $1.2 million, respectively. The following table shows number of customers exceeding 10% of the Company’s billed and unbilled receivable balances: As of March 31, December 31, Accounts receivable 2 2 Unbilled receivable 2 2 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
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 0.7 to 5.1 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 March 31, 2023 and December 31, 2022, the Company had no finance leases. Operating lease expense is recorded on a straight-line basis over the lease term. During three months ended March 31, 2023 and March 31, 2022 lease costs were as follows: Three months ended 2023 2022 (in thousands) Operating lease cost $ 781 $ 694 Variable lease cost 194 24 Short-term lease cost 98 239 Total lease cost $ 1,073 $ 957 Supplemental information related to operating lease transactions is as follows: Three months ended 2023 2022 (in thousands) Lease liability payments $ 727 $ 866 Lease assets obtained in exchange for liabilities $ 1,022 $ — Non-cash net decrease in lease assets due to lease modifications $ — $ (28) Non-cash net decrease in lease liability due to lease modifications $ — $ 28 Weighted average remaining lease term and discount rate as of March 31, 2023 is as follows: Three months ended 2023 2022 Weighted average remaining lease term, in years 3.5 3.5 Weighted average discount rate 5.5 % 3.4 % As of March 31, 2023, operating lease liabilities will mature as follows: Years ending December 31, (in thousands) Lease Payments 2023 (excluding three months ended March 31, 2023) $ 2,380 2024 3,062 2025 2,109 2026 1,198 2027 993 2028 89 Total lease payments 9,831 Less: imputed interest (962) Total $ 8,869 There were no material lease agreements signed with related parties as of March 31, 2023 and December 31, 2022. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxesThe Company recorded income tax expense of $3.7 million and $2.2 million for the three months ended March 31, 2023 and 2022, respectively. The Company’s effective tax rate was (84.9)% and (436.6)% for the first quarter of 2023 and 2022, respectively. The change in the effective tax rate for the three months ended March 31, 2023, as compared to the same period in 2022 was attributable mainly to Section 162(m) compensation deduction limitations and foreign inclusion adjustment. For the three months ended March 31, 2023, the Company used a discrete effective tax rate method to calculate income taxes due to sensitivity of the forecast. Through March 31, 2023, the Company determined that small changes in estimated "ordinary" income would result in significant changes in the estimated annual effective tax rate causing material distortion in the year-to-date tax provision. As of March 31, 2023, the Company is unable to produce a reliable estimate of ordinary income for the quarter and year ending 2023 due to the inability to reliably or accurately forecast 2023 operating expenses. Similarly, for the three months ended March 31, 2023, due to uncertainties created by geopolitical risks, the Company’s estimated annual effective tax rate method would not provide a reliable estimate and therefore was not used. |
Stock-based compensation
Stock-based compensation | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 (in thousands) Cost of revenue $ 460 $ 249 Engineering, research, and development 1,653 864 Sales and marketing 1,055 671 General and administrative 10,089 6,877 Total stock-based compensation $ 13,257 $ 8,661 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, 2022 1,598,811 $ 3.54 $ 12,279 6.0 Options exercised — $ — Options forfeited — $ — Options outstanding as of March 31, 2023 1,598,811 $ 3.54 $ 12,663 5.8 Options vested and exercisable as of March 31, 2023 1,551,925 $ 3.54 $ 12,291 5.8 The total unrecognized compensation expenses related to 2018 Plan options as of March 31, 2023 was $0.03 million to be expensed on a straight-line basis over 0.4 years. 2020 Plan As of March 31, 2023, 7.0 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, 2022 3,003,611 $ 13.22 $ 3,883 8.3 Options granted 289,200 $ 11.97 Options exercised (1,187) $ 8.43 Options forfeited (69,542) $ 16.96 Options expired (7,087) $ 20.51 Options outstanding as of March 31, 2023 3,214,995 $ 13.02 $ 4,180 8.2 Options vested and exercisable as of March 31, 2023 1,245,166 $ 10.67 $ 3,042 7.3 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 March 31, 2023 was $11.5 million to be expensed on a straight-line basis over the remaining 2.8 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 three months ended March 31, 2023: Number of Shares Weighted Average Grant Date Fair Value Unvested awards as of December 31, 2022 2,245,968 $ 11.99 Awards granted 59,000 $ 11.97 Awards vested and released (167,439) $ 8.60 Unvested awards as of March 31, 2023 2,137,529 $ 12.23 During the three months ended March 31, 2023 the Company net withheld and returned to the 2020 Plan pool 0.1 million shares to cover $0.9 million tax obligations for RSU releases. The total unrecognized compensation expenses related to 2020 Stock Plan RSUs as of March 31, 2023 was $16.9 million to be expensed on a straight-line basis over 1.1 years. Performance Stock Units The following table summarizes activity of the Company's PSUs for the three months ended March 31, 2023: Number of Shares Weighted Average Grant Date Fair Value Unvested awards as of December 31, 2022 1,328,482 $ 39.41 Awards granted 523,938 $ 11.97 Awards vested and released (1,328,482) $ 39.41 Unvested awards as of March 31, 2023 523,938 $ 11.97 During the three months ended March 31, 2023 the Company withheld 0.7 million shares to cover the $8.1 million tax obligations related to the release of vested 2022 PSU shares certified at 256% performance goal achievement on February 21, 2023. The total estimated unrecognized compensation expenses related to 2020 Stock Plan PSUs as of March 31, 2023 was $8.7 million to be expensed over 0.9 years based on projected 154% performance goal achievement. |
Earnings per share
Earnings per share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share Basic earnings per share (“EPS”) is computed by dividing the net income applicable to common stockholders for the period by the weighted average number of shares of common stock outstanding during the same period. 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, and performance stock units. 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: Three Months Ended 2023 2022 (in thousands, except per share data) Numerator for basic and diluted loss per share Net loss (7,970) (2,667) Denominator for basic and diluted loss per share Weighted-average shares outstanding – basic and diluted 74,459 66,919 Net loss per share Basic $ (0.11) $ (0.04) Diluted $ (0.11) $ (0.04) The following table represents the number of share equivalents 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 2023 2022 (in thousands) Stock options to purchase common stock 4,697 4,178 Restricted stock units 2,221 1,453 Performance stock units 1,102 576 Total 8,020 6,207 |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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 | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events The Company performed its subsequent event procedures through May 4, 2023, the date these condensed consolidated financial statements were issued. On April 18, 2023, the Company acquired NextSphere Technologies, Inc. (“NextSphere”). Founded in 2006, NextSphere Technologies is headquartered in Tampa, FL, and its clients are US-based. They also have an engineering presence in Phoenix, AZ, and operate two large engineering centers in the India tech hubs of Hyderabad and Chennai. The company specializes in modern application development, systems monetization, product development, cloud & infrastructure services, and quality assurance. Over the years, the company has worked with several brands across numerous industry verticals with expertise in Healthcare, Fintech and CPG/Manufacturing industries. The Company believes this acquisition will support the Company’s objectives of enhancing its technical capabilities, expanding global footprint, and increasing its client base. The Company paid approximately $16.7 million (net of cash acquired) at closing and could pay up to $2.0 million in earn-out consideration based on achievement of certain revenue and gross profit targets. The Company is currently in the process of finalizing the accounting for this transaction and expect to complete its preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of the second quarter of 2023. |
Nature of operations and summ_2
Nature of operations and summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of operations | Grid Dynamics Holdings, Inc. (the “Company”) provides enterprise-level digital transformation in the areas of technology consulting, agile custom software development, and data analytics to Fortune 1000 companies. The Company’s headquarters and principal place of business is in San Ramon, California. |
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 months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2022 included in the Company’s annual report on Form 10-K that the Company filed with the SEC on February 28, 2023. |
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 subcontractor as of March 31, 2023 is GD AM, LLC (“Affiliate”), third-party contractor located in Armenia. The Affiliate exclusively supports and performs services on behalf of the Company and its customers. The Company has no ownership in the Affiliate. 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 determination of fair value, useful lives and recoverability of intangible assets and goodwill, stock-based compensation, contingent consideration payable, determination of provision for income taxes, deferred tax assets and liabilities and uncertain tax positions. |
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 will adopt according these changes according to the various timetables the FASB specifies. Measurement of Credit Losses on Financial Instruments — In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments that 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 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 Company adopted Topic 326, effective January 1, 2023, using a modified-retrospective approach. Adoption of Topic 326 did not have any impact on its condensed consolidated financial statements. Recently issued accounting pronouncements |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: Mutual Mobile Tacit (in thousands) Current assets $ 4,982 $ 9,145 Property, plant and equipment 132 466 Intangible assets 3,749 12,913 Goodwill 9,556 21,268 Other noncurrent assets 102 — Total assets acquired $ 18,521 $ 43,792 Accounts payable and accrued expenses (1,576) (3,675) Deferred taxes (875) (2,500) Total liabilities assumed $ (2,451) $ (6,175) Purchase price allocation $ 16,070 $ 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 as of March 31, 2023 are as follows: Mutual Mobile Tacit Fair Value Useful Life Fair Value Useful Life (in thousands, except in years) Customer relationships $ 3,453 8 years $ 11,737 12 years Trade name 152 4 years 1,176 4 years Non-compete agreements 144 2 years — — Total identified intangible assets $ 3,749 $ 12,913 |
Schedule of business acquisition, pro forma information | These unaudited 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. Three Months Ended (in thousands) Revenue $ 74,402 Net loss $ (1,970) Diluted loss per share $ (0.03) |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis | The following tables present the estimated fair values of the Company’s financial assets and liabilities not measured at fair value on a recurring basis as of the dates indicated: Fair Value Hierarchy Balance Estimated Fair Value Level 1 Level 2 Level 3 (in thousands) March 31, 2023 Financial Assets: Cash equivalents: Money market funds $ 168,607 $ 168,607 $ 168,607 $ — $ — December 31, 2022 Financial Assets: Cash equivalents: Money market funds $ 205,787 $ 205,787 $ 205,787 $ — $ — |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: As of March 31, December 31, (in thousands) Prepaid expenses $ 3,817 $ 3,323 Guarantee deposits placed 2,092 2,295 Value added tax receivable 1,679 1,384 Other prepaid and current assets 727 1,152 Total prepaid expenses and other current assets $ 8,315 $ 8,154 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net consisted of the following: Estimated As of March 31, December 31, (in years) (in thousands) Computers and equipment 2-5 $ 11,765 $ 11,679 Furniture and fixtures 3-10 1,669 1,614 Leasehold improvements 2-8 1,190 646 Software 3-5 1,053 1,053 Machinery and automobiles 4-6 384 349 $ 16,061 $ 15,341 Less: Accumulated depreciation and amortization (9,380) (8,614) $ 6,681 $ 6,727 Capitalized software development costs 2-3 $ 7,235 $ 6,210 Less: Accumulated amortization (5,076) (4,722) $ 2,159 $ 1,488 Property and equipment, net $ 8,840 $ 8,215 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets | Intangible assets, net consistedof the following: Estimated As of March 31, December 31, (in years) (in thousands) Customer relationships 8-12 $ 19,424 $ 19,424 Tradenames 4-10 4,828 4,828 Non-compete agreements 2 584 584 $ 24,836 $ 24,836 Less: Accumulated amortization (5,142) (4,461) Intangible assets, net $ 19,694 $ 20,375 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | The components of accrued expenses and other current liabilities were as follows: As of March 31, December 31, 2022 (in thousands) Contingent consideration payable $ 3,288 $ 3,288 Accrued rebates 1,860 473 Accrued expenses 1,760 829 Value added tax payable 1,615 1,345 Customer deposits 794 754 Deferred revenue 726 1,124 Other liabilities 788 712 Total accrued expenses and other current liabilities $ 10,831 $ 8,525 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 Customer Location (in thousands) North America $ 63,949 $ 57,609 Europe 15,894 13,735 Other 237 66 Total Revenues $ 80,080 $ 71,410 The following table shows the disaggregation of the Company’s revenues by main vertical markets: Three Months Ended 2023 2022 Vertical (in thousands) Technology, Media and Telecom $ 26,811 $ 21,444 Retail 25,396 23,307 CPG/Manufacturing (1) 12,646 14,979 Finance 6,515 4,527 Other 8,712 7,153 Total Revenues $ 80,080 $ 71,410 __________________________ (1) CPG stands for Consumer Packaged Goods The following table shows the disaggregation of the Company’s revenues by contract types: Three Months Ended 2023 2022 Contract Type (in thousands) Time-and-material $ 70,526 $ 65,206 Fixed-fee 9,554 6,204 Total Revenues $ 80,080 $ 71,410 |
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 2023 2022 Customer 1 13.9 % 11.2 % Customer 2 n/a 10.3 % The following table shows number of customers exceeding 10% of the Company’s billed and unbilled receivable balances: As of March 31, December 31, Accounts receivable 2 2 Unbilled receivable 2 2 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 and March 31, 2022 lease costs were as follows: Three months ended 2023 2022 (in thousands) Operating lease cost $ 781 $ 694 Variable lease cost 194 24 Short-term lease cost 98 239 Total lease cost $ 1,073 $ 957 Supplemental information related to operating lease transactions is as follows: Three months ended 2023 2022 (in thousands) Lease liability payments $ 727 $ 866 Lease assets obtained in exchange for liabilities $ 1,022 $ — Non-cash net decrease in lease assets due to lease modifications $ — $ (28) Non-cash net decrease in lease liability due to lease modifications $ — $ 28 Weighted average remaining lease term and discount rate as of March 31, 2023 is as follows: Three months ended 2023 2022 Weighted average remaining lease term, in years 3.5 3.5 Weighted average discount rate 5.5 % 3.4 % |
Schedule of Operating Lease Maturities | As of March 31, 2023, operating lease liabilities will mature as follows: Years ending December 31, (in thousands) Lease Payments 2023 (excluding three months ended March 31, 2023) $ 2,380 2024 3,062 2025 2,109 2026 1,198 2027 993 2028 89 Total lease payments 9,831 Less: imputed interest (962) Total $ 8,869 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 (in thousands) Cost of revenue $ 460 $ 249 Engineering, research, and development 1,653 864 Sales and marketing 1,055 671 General and administrative 10,089 6,877 Total stock-based compensation $ 13,257 $ 8,661 |
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, 2022 1,598,811 $ 3.54 $ 12,279 6.0 Options exercised — $ — Options forfeited — $ — Options outstanding as of March 31, 2023 1,598,811 $ 3.54 $ 12,663 5.8 Options vested and exercisable as of March 31, 2023 1,551,925 $ 3.54 $ 12,291 5.8 Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted Average Contractual Term Options outstanding as of December 31, 2022 3,003,611 $ 13.22 $ 3,883 8.3 Options granted 289,200 $ 11.97 Options exercised (1,187) $ 8.43 Options forfeited (69,542) $ 16.96 Options expired (7,087) $ 20.51 Options outstanding as of March 31, 2023 3,214,995 $ 13.02 $ 4,180 8.2 Options vested and exercisable as of March 31, 2023 1,245,166 $ 10.67 $ 3,042 7.3 |
Schedule of restricted stock unit activity | The following table summarizes activity of the Company’s RSUs for the three months ended March 31, 2023: Number of Shares Weighted Average Grant Date Fair Value Unvested awards as of December 31, 2022 2,245,968 $ 11.99 Awards granted 59,000 $ 11.97 Awards vested and released (167,439) $ 8.60 Unvested awards as of March 31, 2023 2,137,529 $ 12.23 |
Schedule of performance share activity | The following table summarizes activity of the Company's PSUs for the three months ended March 31, 2023: Number of Shares Weighted Average Grant Date Fair Value Unvested awards as of December 31, 2022 1,328,482 $ 39.41 Awards granted 523,938 $ 11.97 Awards vested and released (1,328,482) $ 39.41 Unvested awards as of March 31, 2023 523,938 $ 11.97 |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: Three Months Ended 2023 2022 (in thousands, except per share data) Numerator for basic and diluted loss per share Net loss (7,970) (2,667) Denominator for basic and diluted loss per share Weighted-average shares outstanding – basic and diluted 74,459 66,919 Net loss per share Basic $ (0.11) $ (0.04) Diluted $ (0.11) $ (0.04) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table represents the number of share equivalents 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 2023 2022 (in thousands) Stock options to purchase common stock 4,697 4,178 Restricted stock units 2,221 1,453 Performance stock units 1,102 576 Total 8,020 6,207 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Millions | 3 Months Ended | ||
Dec. 23, 2022 USD ($) employee | May 29, 2021 USD ($) employee | Mar. 31, 2023 | |
Business Acquisition [Line Items] | |||
Estimated future operating results period | 1 year | ||
Tacit Knowledge Inc. | |||
Business Acquisition [Line Items] | |||
Percentage of voting interests acquired | 100% | ||
Number of employees acquired | employee | 180 | ||
Consideration transferred | $ 37.6 | ||
Payments to acquire business | 33.6 | ||
Contingent consideration | 4 | ||
Maximum contingent consideration | $ 5 | ||
Mutual Mobile Inc. | |||
Business Acquisition [Line Items] | |||
Percentage of voting interests acquired | 100% | ||
Number of employees acquired | employee | 180 | ||
Consideration transferred | $ 16.1 | ||
Payments to acquire business | 12.8 | ||
Contingent consideration | 3.3 | ||
Maximum contingent consideration | $ 5 | ||
Estimated future operating results period | 12 months |
Acquisitions - Assets acquired
Acquisitions - Assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 23, 2022 | May 29, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 45,514 | $ 45,514 | ||
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 | |||
Other noncurrent assets | 0 | |||
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 | |||
Cash and cash equivalents | $ 3,000 | |||
Mutual Mobile Inc. | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 4,982 | |||
Property, plant and equipment | 132 | |||
Intangible assets | 3,749 | 3,749 | ||
Goodwill | 9,556 | |||
Other noncurrent assets | 102 | |||
Total assets acquired | 18,521 | |||
Accounts payable and accrued expenses | (1,576) | |||
Deferred taxes | (875) | |||
Total liabilities assumed | (2,451) | |||
Purchase price allocation | $ 16,070 | |||
Cash and cash equivalents | $ 3,500 |
Acquisitions - Intangible asset
Acquisitions - Intangible assets acquired (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 23, 2022 | May 29, 2021 | |
Non-compete agreements | |||
Business Acquisition [Line Items] | |||
Useful Life | 2 years | ||
Tacit Knowledge Inc. | |||
Business Acquisition [Line Items] | |||
Fair Value | $ 12,913 | $ 12,913 | |
Tacit Knowledge Inc. | Customer relationships | |||
Business Acquisition [Line Items] | |||
Fair Value | $ 11,737 | ||
Useful Life | 12 years | ||
Tacit Knowledge Inc. | Trade name | |||
Business Acquisition [Line Items] | |||
Fair Value | $ 1,176 | ||
Useful Life | 4 years | ||
Tacit Knowledge Inc. | Non-compete agreements | |||
Business Acquisition [Line Items] | |||
Fair Value | $ 0 | ||
Mutual Mobile Inc. | |||
Business Acquisition [Line Items] | |||
Fair Value | 3,749 | $ 3,749 | |
Mutual Mobile Inc. | Customer relationships | |||
Business Acquisition [Line Items] | |||
Fair Value | $ 3,453 | ||
Useful Life | 8 years | ||
Mutual Mobile Inc. | Trade name | |||
Business Acquisition [Line Items] | |||
Fair Value | $ 152 | ||
Useful Life | 4 years | ||
Mutual Mobile Inc. | Non-compete agreements | |||
Business Acquisition [Line Items] | |||
Fair Value | $ 144 | ||
Useful Life | 2 years |
Acquisitions - Pro forma inform
Acquisitions - Pro forma information (Details) - Mutual Mobile Inc, Tacit Knowledge, Inc $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) $ / shares | |
Business Acquisition [Line Items] | |
Revenue | $ 74,402 |
Net loss | $ (1,970) |
Diluted loss per share (in usd per share) | $ / shares | $ (0.03) |
Fair Value - Narrative (Details
Fair Value - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Equity securities without readily determinable fair value, amount | $ 1 | $ 1 |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases, (Sales), Issuances, (Settlements) | $ 0 | |
Mutual Mobile Inc. | Measurement Input, Discount Rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration, measurement input | 0.101 |
Fair Value -Financial Assets an
Fair Value -Financial Assets and Liabilities Not Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Nonrecurring - Money Market Funds - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Reported Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 168,607 | $ 205,787 |
Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 168,607 | 205,787 |
Level 1 | Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 168,607 | 205,787 |
Level 2 | Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | Estimate of Fair Value Measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 3,817 | $ 3,323 |
Guarantee deposits placed | 2,092 | 2,295 |
Value added tax receivable | 1,679 | 1,384 |
Other prepaid and current assets | 727 | 1,152 |
Total prepaid expenses and other current assets | $ 8,315 | $ 8,154 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 16,061 | $ 15,341 |
Property and equipment, net | 8,840 | 8,215 |
Property, Plant and Equipment, Excluding Capitalized Software Costs | ||
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation and amortization | (9,380) | (8,614) |
Property and equipment, net | 6,681 | 6,727 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,765 | 11,679 |
Computers and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 2 years | |
Computers and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,669 | 1,614 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,190 | 646 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 2 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 8 years | |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,053 | 1,053 |
Software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Machinery and automobiles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 384 | 349 |
Machinery and automobiles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 4 years | |
Machinery and automobiles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 6 years | |
Capitalized software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,235 | 6,210 |
Less: Accumulated depreciation and amortization | (5,076) | (4,722) |
Property and equipment, net | $ 2,159 | $ 1,488 |
Capitalized software development costs | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 2 years | |
Capitalized software development costs | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 24,836 | $ 24,836 |
Less: Accumulated amortization | (5,142) | (4,461) |
Intangible assets, net | 19,694 | 20,375 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 19,424 | 19,424 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 8 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 12 years | |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 4,828 | 4,828 |
Tradenames | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 4 years | |
Tradenames | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 10 years | |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 2 years | |
Intangible assets, gross | $ 584 | $ 584 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities - Components of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Contingent consideration payable | $ 3,288 | $ 3,288 |
Accrued rebates | 1,860 | 473 |
Accrued expenses | 1,760 | 829 |
Value added tax payable | 1,615 | 1,345 |
Customer deposits | 794 | 754 |
Deferred revenue | 726 | 1,124 |
Other liabilities | 788 | 712 |
Total accrued expenses and other current liabilities | $ 10,831 | $ 8,525 |
Accrued expenses and other cu_4
Accrued expenses and other current liabilities - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Payable to related party | $ 0.6 | $ 0.6 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Millions | Mar. 15, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | 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 Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) segment | Dec. 31, 2022 USD ($) | |
Revenue from Contract with Customer [Abstract] | |||
Number of reportable segments | segment | 1 | 1 | |
Revenue from related parties | $ 1,800 | $ 1,200 | |
Accounts receivable from related parties | 1,100 | $ 900 | |
Contract liabilities | $ 726 | $ 1,124 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenues | $ 80,080 | $ 71,410 |
Time-and-material | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 70,526 | 65,206 |
Fixed-fee | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 9,554 | 6,204 |
Retail | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 25,396 | 23,307 |
Technology, Media and Telecom | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 26,811 | 21,444 |
CPG/Manufacturing(1) | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 12,646 | 14,979 |
Finance | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 6,515 | 4,527 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 8,712 | 7,153 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 63,949 | 57,609 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 15,894 | 13,735 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | $ 237 | $ 66 |
Revenue - Concentration Risk (D
Revenue - Concentration Risk (Details) - Customer Concentration Risk - customer | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Sales | Customer 1 | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 13.90% | 11.20% | |
Sales | Customer 2 | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 10.30% | ||
Accounts receivable | |||
Disaggregation of Revenue [Line Items] | |||
Number of major customers | 2 | 2 | |
Unbilled receivable | |||
Disaggregation of Revenue [Line Items] | |||
Number of major customers | 2 | 2 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Mar. 31, 2023 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, remaining term | 8 months 12 days |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, remaining term | 5 years 1 month 6 days |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 781 | $ 694 |
Variable lease cost | 194 | 24 |
Short-term lease cost | 98 | 239 |
Total lease cost | $ 1,073 | $ 957 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Lease liability payments | $ 727 | $ 866 |
Lease assets obtained in exchange for liabilities | 1,022 | 0 |
Non-cash net decrease in lease assets due to lease modifications | 0 | (28) |
Non-cash net decrease in lease liability due to lease modifications | $ 0 | $ 28 |
Weighted average remaining lease term, in years | 3 years 6 months | 3 years 6 months |
Weighted average discount rate | 5.50% | 3.40% |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturities (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
2023 (excluding three months ended March 31, 2023) | $ 2,380 |
2024 | 3,062 |
2025 | 2,109 |
2026 | 1,198 |
2027 | 993 |
2028 | 89 |
Total lease payments | 9,831 |
Less: imputed interest | (962) |
Total | $ 8,869 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ 3,660 | $ 2,170 |
Effective tax rate, percentage | (84.90%) | (436.60%) |
Stock-based compensation - Sche
Stock-based compensation - Schedule of employee stock-based compensation recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 13,257 | $ 8,661 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 460 | 249 |
Engineering, research, and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 1,653 | 864 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 1,055 | 671 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 10,089 | $ 6,877 |
Stock-based compensation - Narr
Stock-based compensation - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Period for recognition | 1 year 1 month 6 days | |
Shares withheld (in shares) | 0.1 | |
Tax withholding obligation | $ 900 | |
Unrecognized compensation expense, excluding options | $ 16,900 | |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Period for recognition | 10 months 24 days | |
Shares withheld (in shares) | 0.7 | |
Tax withholding obligation | $ 8,100 | |
Unrecognized compensation expense, excluding options | $ 8,700 | |
Performance factor percentage | 154% | 256% |
2018 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense, options | $ 30 | |
2018 Plan | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Period for recognition | 4 months 24 days | |
2020 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense, options | $ 11,500 | |
Remaining shares available for grant (in shares) | 7 | |
2020 Plan | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Period for recognition | 2 years 9 months 18 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, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Weighted Average Exercise Price | |||
Options expired (in dollars per share) | $ 20.51 | ||
Performance stock units | |||
Number of Options | |||
Options exercised (in shares) | (7,087) | ||
2018 Plan | |||
Number of Options | |||
Options outstanding, beginning balance (in shares) | 1,598,811 | ||
Options exercised (in shares) | 0 | ||
Options forfeited (in shares) | 0 | ||
Options outstanding, ending balance (in shares) | 1,598,811 | ||
Options vested and exercisable (in shares) | 1,551,925 | ||
Weighted Average Exercise Price | |||
Options outstanding, beginning balance (in dollars per share) | $ 3.54 | ||
Options exercised (in dollars per share) | 0 | ||
Options forfeited (in dollars per share) | 0 | ||
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 | $ 12,663 | $ 12,279 | |
Options vested and exercisable, aggregate intrinsic value | $ 12,291 | ||
Options outstanding, weighted average contractual term (in years) | 5 years 9 months 18 days | 6 years | |
Options vested and exercisable, weighted average contractual term (in years) | 5 years 9 months 18 days | ||
2020 Plan | |||
Number of Options | |||
Options outstanding, beginning balance (in shares) | 3,003,611 | ||
Options granted (in shares) | 289,200 | ||
Options exercised (in shares) | (1,187) | ||
Options forfeited (in shares) | (69,542) | ||
Options outstanding, ending balance (in shares) | 3,214,995 | ||
Options vested and exercisable (in shares) | 1,245,166 | ||
Weighted Average Exercise Price | |||
Options outstanding, beginning balance (in dollars per share) | $ 13.22 | ||
Options granted (in dollars per share) | 11.97 | ||
Options exercised (in dollars per share) | 8.43 | ||
Options forfeited (in dollars per share) | 16.96 | ||
Option outstanding, ending balance (in dollars per share) | 13.02 | ||
Options vested and exercisable (in dollars per share) | $ 10.67 | ||
Aggregate Intrinsic Value and Weighted Average Contractual Term (in years) | |||
Options outstanding, aggregate intrinsic value | $ 4,180 | $ 3,883 | |
Options vested and exercisable, aggregate intrinsic value | $ 3,042 | ||
Options outstanding, weighted average contractual term (in years) | 8 years 2 months 12 days | 8 years 3 months 18 days | |
Options vested and exercisable, weighted average contractual term (in years) | 7 years 3 months 18 days |
Stock-based compensation - Sc_3
Stock-based compensation - Schedule of restricted stock unit and performance stock unit activity (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Restricted stock units | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 2,245,968 |
Granted (in shares) | shares | 59,000 |
Vested and released (in shares) | shares | (167,439) |
Outstanding, ending balance (in shares) | shares | 2,137,529 |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 11.99 |
Granted (in dollars per share) | $ / shares | 11.97 |
Vested and released (in dollars per share) | $ / shares | 8.60 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 12.23 |
Performance stock units | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 1,328,482 |
Granted (in shares) | shares | 523,938 |
Vested and released (in shares) | shares | (1,328,482) |
Outstanding, ending balance (in shares) | shares | 523,938 |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 39.41 |
Granted (in dollars per share) | $ / shares | 11.97 |
Vested and released (in dollars per share) | $ / shares | 39.41 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 11.97 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator for basic and diluted loss per share | ||
Net loss | $ (7,970) | $ (2,667) |
Weighted average number of shares outstanding - basic (in shares) | 74,459 | 66,919 |
Weighted average number of shares outstanding - diluted (in shares) | 74,459 | 66,919 |
Net loss per share | ||
Basic (in dollars per share) | $ (0.11) | $ (0.04) |
Diluted (in dollars per share) | $ (0.11) | $ (0.04) |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 8,020 | 6,207 |
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) | 4,697 | 4,178 |
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) | 2,221 | 1,453 |
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) | 1,102 | 576 |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Event - NextSphere $ in Millions | Apr. 18, 2023 USD ($) |
Subsequent Event [Line Items] | |
Payments to acquire business, net of cash acquired | $ 16.7 |
Maximum contingent consideration | $ 2 |