Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40276 | |
Entity Registrant Name | Semrush Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-4053265 | |
Entity Address, Address Line One | 800 Boylston Street, Suite 2475 | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02199 | |
City Area Code | (800) | |
Local Phone Number | 851-9959 | |
Title of 12(b) Security | Class A Common Stock, $0.00001 par value per share | |
Trading Symbol | SEMR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001831840 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 118,376,410 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 23,657,057 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 56,889 | $ 79,765 |
Short-term investments | 175,416 | 157,774 |
Accounts receivable | 3,858 | 3,559 |
Deferred contract costs, current portion | 7,059 | 6,974 |
Prepaid expenses and other current assets | 11,909 | 9,307 |
Total current assets | 255,131 | 257,379 |
Property and equipment, net | 7,061 | 8,076 |
Operating lease right-of-use assets | 11,193 | 12,009 |
Intangible assets, net | 11,301 | 10,286 |
Goodwill | 7,766 | 6,529 |
Deferred contract costs, net of current portion | 2,187 | 2,082 |
Other long-term assets | 861 | 2,329 |
Total assets | 295,500 | 298,690 |
Current liabilities | ||
Accounts payable | 11,373 | 15,495 |
Accrued expenses | 19,229 | 17,847 |
Deferred revenue | 56,255 | 49,354 |
Current portion of operating lease liabilities | 3,660 | 3,694 |
Other current liabilities | 2,479 | 2,311 |
Total current liabilities | 92,996 | 88,701 |
Noncurrent liabilities | ||
Deferred revenue, net of current portion | 238 | 122 |
Deferred tax liability | 15 | 11 |
Operating lease liabilities, net of current portion | 8,042 | 8,929 |
Other long-term liabilities | 756 | 1,023 |
Total liabilities | 102,047 | 98,786 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity | ||
Undesignated preferred stock, $0.00001 par value - 100,000 shares authorized, and no shares issued or outstanding as of March 31, 2023 or December 31, 2022 | 0 | 0 |
Additional paid-in capital | 277,184 | 274,057 |
Accumulated other comprehensive deficit | (924) | (1,206) |
Accumulated deficit | (82,808) | (72,948) |
Total stockholders’ equity | 193,453 | 199,904 |
Total liabilities and stockholders' equity | 295,500 | 298,690 |
Class A Common Stock | ||
Stockholders' equity | ||
Common stock | 1 | 0 |
Class B Common Stock | ||
Stockholders' equity | ||
Common stock | $ 0 | $ 1 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, issued (in shares) | 0 | |
Preferred stock, outstanding (in shares) | 0 | |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued (in shares) | 118,182,000 | 43,743,000 |
Common stock, outstanding (in shares) | 118,182,000 | 43,743,000 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized (in shares) | 160,000,000 | 160,000,000 |
Common stock, issued (in shares) | 23,657,000 | 97,897,000 |
Common stock, outstanding (in shares) | 23,604,000 | 97,844,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 70,870 | $ 57,128 |
Cost of revenue | 12,639 | 11,587 |
Gross profit | 58,231 | 45,541 |
Operating expenses | ||
Sales and marketing | 35,496 | 25,830 |
Research and development | 13,880 | 8,138 |
General and administrative | 18,640 | 14,163 |
Exit costs | 983 | 0 |
Total operating expenses | 68,999 | 48,131 |
Loss from operations | (10,768) | (2,590) |
Other income, net | 1,705 | 159 |
Loss before income taxes | (9,063) | (2,431) |
Provision for income taxes | 797 | 140 |
Net loss | $ (9,860) | $ (2,571) |
Net loss per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ (0.07) | $ (0.02) |
Diluted (in dollars per share) | $ (0.07) | $ (0.02) |
Weighted-average number of shares of common stock used in computing net loss per share attributable to common stockholders: | ||
Basic (in shares) | 141,650 | 140,790 |
Diluted (in shares) | 141,650 | 140,790 |
Net loss | $ (9,860) | $ (2,571) |
Other comprehensive loss | ||
Foreign currency translation adjustments | 365 | (264) |
Unrealized loss on investments | (83) | 0 |
Comprehensive loss | $ (9,578) | $ (2,835) |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 31,841,061 | 108,870,126 | ||||||
Beginning balance at Dec. 31, 2021 | $ 225,542 | $ 0 | $ 1 | $ 264,871 | $ (230) | $ (39,100) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Conversion of Class B Common Stock to Class A Common Stock (in shares) | 10,842,862 | (10,842,862) | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 197,828 | |||||||
Issuance of common stock upon exercise of stock options | 924 | 924 | ||||||
Issuance of common stock in connection with Employee Stock Purchase Plan (in shares) | 39,516 | |||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 14,625 | |||||||
Stock-based compensation expense | 932 | 932 | ||||||
Cumulative translation adjustment | (264) | (264) | ||||||
Unrealized loss on investments | 0 | |||||||
Net loss | (2,571) | (2,571) | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 42,935,892 | 98,027,264 | ||||||
Ending balance at Mar. 31, 2022 | 224,563 | $ 0 | $ 1 | 266,727 | (494) | (41,671) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 43,743,000 | 97,844,000 | 43,743,174 | 97,843,570 | ||||
Beginning balance at Dec. 31, 2022 | 199,904 | $ 0 | $ 1 | 274,057 | (1,206) | (72,948) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Conversion of Class B Common Stock to Class A Common Stock (in shares) | 74,239,844 | (74,239,844) | ||||||
Conversion of Class B Common Stock to Class A Common Stock | $ 0 | $ 1 | $ (1) | |||||
Issuance of common stock upon exercise of stock options (in shares) | 88,957 | 88,957 | ||||||
Issuance of common stock upon exercise of stock options | $ 67 | 67 | ||||||
Issuance of common stock in connection with Employee Stock Purchase Plan (in shares) | 38,879 | |||||||
Issuance of common stock in connection with Employee Stock Purchase Plan | 264 | 264 | ||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 71,557 | |||||||
Stock-based compensation expense | 2,796 | 2,796 | ||||||
Cumulative translation adjustment | 365 | 365 | ||||||
Unrealized loss on investments | (83) | |||||||
Net loss | (9,860) | (9,860) | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 118,182,000 | 23,604,000 | 118,182,411 | 23,603,726 | ||||
Ending balance at Mar. 31, 2023 | $ 193,453 | $ 1 | $ 0 | $ 277,184 | $ (924) | $ (82,808) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Activities | ||
Net loss | $ (9,860) | $ (2,571) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||
Depreciation and amortization expense | 1,487 | 1,455 |
Amortization of deferred contract costs | 2,397 | 2,083 |
Non-cash income on investments | (1,716) | 0 |
Non-cash lease expense | 895 | 0 |
Stock-based compensation expense | 2,796 | 932 |
Non-cash interest expense | 53 | 0 |
Change in fair value of convertible debt securities | (134) | (661) |
Deferred taxes | 4 | 283 |
Other non-cash items | 568 | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable | (1,104) | (353) |
Deferred contract costs | (2,587) | (2,853) |
Prepaid expenses and other current assets | (651) | 1,240 |
Accounts payable | (4,226) | 2,317 |
Accrued expenses | 2,469 | (940) |
Other current liabilities | 4 | 0 |
Deferred revenue | 7,005 | 6,584 |
Other long-term liabilities | 0 | 510 |
Change in operating lease liability | (1,009) | 0 |
Net cash (used in) provided by operating activities | (3,609) | 8,026 |
Investing Activities | ||
Purchases of property and equipment | (268) | (370) |
Purchases of short-term investments | (103,751) | 0 |
Purchases of convertible debt securities | (323) | (2,000) |
Capitalization of internal-use software development costs | (1,056) | (286) |
Proceeds from sales and maturities of short-term investments | 87,741 | 0 |
Cash paid for acquisition of businesses, net of cash acquired | (1,082) | (14,000) |
Purchases of other investments | (150) | 0 |
Net cash used in investing activities | (18,889) | (16,656) |
Financing Activities | ||
Proceeds from exercise of stock options | 67 | 924 |
Proceeds from issuance of shares in connection with Employee Stock Purchase Plan | 264 | 0 |
Payment of finance leases | (782) | (937) |
Net cash used in financing activities | (451) | (13) |
Effect of exchange rate changes on cash and cash equivalents | 73 | (1,259) |
Decrease in cash, cash equivalents and restricted cash | (22,876) | (9,902) |
Cash, cash equivalents and restricted cash, beginning of period | 79,765 | 269,841 |
Cash, cash equivalents and restricted cash, end of period | 56,889 | 259,939 |
Supplemental cash flow disclosures | ||
Cash paid for interest | 56 | 73 |
Cash paid for income taxes | 53 | 283 |
Property and equipment purchases not paid | 46 | 0 |
Acquisition of fixed assets under finance leases | 0 | 331 |
Unrealized loss on short-term investments | $ 83 | $ 0 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Basis of Presentation | Overview and Basis of Presentation Description of Business Semrush Holdings, Inc. (“Semrush Holdings”) and its subsidiaries (together the “Company”, or “Semrush”) provide an online visibility management software-as-a-service (“SaaS”) platform. The Company’s platform enables its subscribers to improve their online visibility and drive traffic, including on their websites and social media pages, and distribute highly relevant content to their customers on a targeted basis across various channels to drive high-quality traffic and measure the effectiveness of their digital marketing campaigns. The Company is headquartered in Boston, Massachusetts, and has wholly owned subsidiaries in Armenia, Canada, Cyprus, the Czech Republic, Germany, the Netherlands, Poland, Spain, Serbia, and the United States. The Company is subject to a number of risks and uncertainties common to companies in similar industries and stages of development that could affect future operations and financial performance. These risks include, but are not limited to, rapid technological change, competitive pressure from substitute products or larger companies, protection of proprietary technology, management of international activities, the need to obtain additional financing to support growth, and dependence on third parties and key individuals. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements as of and for the year ended December 31, 2022, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2023, and the results of its operations and its cash flows for the three months ended March 31, 2023 and 2022. The consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 15, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates relied upon in preparing these unaudited condensed consolidated financial statements include, but are not limited to, revenue recognition, expected future cash flows used to evaluate the recoverability of long-lived assets, contingent liabilities, expensing and capitalization of research and development costs for internal-use software, the average period of benefit associated with costs capitalized to obtain revenue contracts, the determination of the fair value of stock-based awards issued, stock-based compensation expense, the determination of the estimated fair value of the convertible notes held by the Company, the valuations of the intangible assets acquired through acquisitions, the estimation of the Company’s incremental borrowing rate, and the recoverability of the Company’s net deferred tax assets and related valuation allowance. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Subsequent Events Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the unaudited condensed consolidated financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, other than those disclosed in this Quarterly Report on Form 10-Q. Emerging Growth Company Status The Company is an "emerging growth company" (“EGC”), as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies." The Company may take advantage of these exemptions until the Company is no longer an "emerging growth company." Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards and, as a result of this election, its condensed consolidated financial statements may not be comparable to companies that comply with public company effective dates. The Company may take advantage of these exemptions up until the last day of the year following the fifth anniversary of an offering or such earlier time that it is no longer an emerging growth company. The Company would cease to be an emerging growth company if it has more than $1.07 billion in annual revenue, has more than $700.0 million in market value of its stock held by non-affiliates, or it issues more than $1.0 billion of non-convertible debt securities over a three-year period. Revenue Recognition The Company primarily derives revenue from subscription revenues via the Semrush online visibility management platform and the Prowly public relations platform, which are comprised of subscription fees from customers accessing the Company’s SaaS services and related customer support. For the three months ended March 31, 2023 and 2022, subscription revenue accounted for nearly all of the Company’s revenue. Revenue related to other revenue was not material for the three months ended March 31, 2023 and 2022. The Company offers subscriptions to its platform primarily on a monthly or annual basis. The Company sells its products and services primarily through a self-service model and also directly through its sales force. The Company’s subscription arrangements provide customers the right to access the Company’s hosted software applications. Customers do not have the right to take possession of the Company’s software during the hosting arrangement. Subscriptions are generally non-cancellable during the contractual subscription term; however, subscription contracts contain a right to a refund if requested within seven days of purchase. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration it expects to receive in exchange for those products or services. There were no changes to the Company’s revenue recognition policies since the filing of its Annual Report on Form 10-K with the SEC on March 15, 2023. For the three months ended March 31, 2023 and 2022, subscription revenue accounted for nearly all of the Company’s revenue. Revenue related to the Semrush Marketplace was not material for the three months ended March 31, 2023 and 2022. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. The Company primarily invoices and collects payments from customers for its services in advance on a monthly or annual basis. Deferred revenue represents amounts billed for which revenue has not yet been recognized. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as long-term deferred revenue. Deferred revenue increased by $7,017 as of March 31, 2023 compared to December 31, 2022. During the three months ended March 31, 2023 and 2022, $25,513 and $20,696 of revenue was recognized that was included in deferred revenue at the beginning of each respective period. The Company has elected to exclude amounts charged to customers for sales tax from the transaction price. Accordingly, revenue is presented net of any sales tax collected from customers. Transaction Price Allocated to Future Performance Obligations ASC 606 requires that the Company disclose the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of the balance sheet dates reported. For contracts with an original expected duration greater than one year, the aggregate amount of the transaction price allocated to the performance obligations that were unsatisfied as of March 31, 2023 was $1,773, of which the Company expects to recognize $1,535 over the next 12 months. For contracts with an original expected duration of one year or less, the Company has applied the practical expedient available under ASC 606 to not disclose the amount of transaction price allocated to unsatisfied performance obligations as of March 31, 2023. For performance obligations not satisfied as of March 31, 2023, and to which this expedient applies, the nature of the performance obligations is consistent with performance obligations satisfied as of December 31, 2022. The remaining durations are less than one year. Costs to Obtain a Contract The incremental direct costs of obtaining a contract, which primarily consist of sales commissions paid for new subscription contracts, are deferred and recorded as deferred contract costs in the unaudited condensed consolidated balance sheets and are amortized over a period of approximately 24 months on a systematic basis, consistent with the pattern of transfer of the goods or services to which the asset relates. The 24-month period represents the estimated benefit period of the customer relationship and has been determined by taking into consideration the type of product sold, the commitment term of the customer contract, the nature of the Company’s technology development life-cycle, and an estimated customer relationship period based on historical experience and future expectations. Deferred contract costs that will be recorded as expense during the succeeding 12-month period are recorded as current deferred contract costs, and the remaining portion is recorded as deferred contract costs, net of current portion. Amortization of deferred contract costs is included in sales and marketing expense in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Concentrations of Credit Risk and Significant Customers The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts, or other hedging arrangements. Credit losses historically have not been significant and the Company generally has not experienced any material losses related to receivables from individual customers, or groups of customers. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company's accounts receivable. Credit risk with respect to accounts receivable is dispersed due to the large number of customers of the Company. The Company routinely assesses the creditworthiness of its customers and generally does not require its customers to provide collateral or other security to support accounts receivable. Credit losses historically have not been significant and the Company generally has not experienced any material losses related to receivables from individual customers, or groups of customers. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company's accounts receivable. As of March 31, 2023 and December 31, 2022, no individual customer represented more than 10% of the Company’s accounts receivable. During the three months ended March 31, 2023 and 2022, no individual customer represented more than 10% of the Company’s revenue. Restricted Cash The following table is a reconciliation of cash, cash equivalents, and restricted cash included in the accompanying unaudited condensed consolidated balance sheets that sum to the total cash, cash equivalents, and restricted cash included in the accompanying unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2023 and 2022. As of March 31, 2023 March 31, 2022 Cash and cash equivalents $ 56,889 $ 259,824 Restricted cash included in “other assets” — 115 Total cash, cash equivalents and restricted cash, at end of period $ 56,889 $ 259,939 Disclosure of Fair Value of Financial Instruments The Company’s financial instruments include cash, cash equivalents, investments, accounts receivable, accounts payable, and accrued expenses. The Company’s investments are classified as available-for-sale and reported at fair value in accordance with the market approach utilizing quoted prices that were directly or indirectly observable. The carrying amount of the remainder of the Company’s financial instruments approximated their fair values as of March 31, 2023 and December 31, 2022, due to the short-term nature of these instruments. The Company has evaluated the estimated fair value of financial instruments using available market information. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. See below for further discussion. Foreign Currency Translation The Company operates in a multi-currency environment having transactions in such currencies as the U.S. dollar, zloty, Czech koruna, euro, and others. The reporting currency of the Company is the U.S. dollar. Beginning on January 1, 2022, as a result of changes in the economic facts and circumstances of its business environment, the Company reassessed its functional currency determinations for all foreign subsidiaries and determined that the functional currencies of the Company’s foreign subsidiaries is the local currency at each of its subsidiary locations, with the exception of its former Russian subsidiaries where the U.S. dollar remained the functional currency in 2022. Accordingly, beginning January 1, 2022, assets and liabilities of the Company’s foreign subsidiaries that maintain local currencies as functional currencies are translated into U.S. dollars using period-end exchange rates, and revenues and expenses are translated into U.S. dollars using average exchange rates in effect during each period. The Company includes the effects of these foreign currency translation adjustments in accumulated other comprehensive loss, a separate component of stockholders’ equity. The foreign currency exchange loss included in other income, net for the three months ended March 31, 2023 and 2022 was $(638) and $(478), respectively. Comprehensive loss Comprehensive loss is comprised of two components: net loss and other comprehensive loss, which includes other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the three months ended March 31, 2023, comprehensive loss consists of net loss, the change in the cumulative foreign currency translation adjustment, and unrealized loss on investments. The tax effect of the cumulative foreign currency translation adjustment and unrealized loss on investments is not significant for the three months ended March 31, 2023 and 2022 . Recent Accounting Pronouncements On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. Entities will be required to use an expected loss model that will result in the earlier recognition of allowances for losses for trade and other receivables, held-to-maturity debt securities, loans, and other instruments. For available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than as reductions in the amortized cost of the securities. The Company adopted the standard utilizing the modified retrospective approach. The adoption of the standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements. |
Cash, Cash Equivalents, and Inv
Cash, Cash Equivalents, and Investments | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Investments | Cash, Cash Equivalents, and Investments The Company considers all highly liquid instruments purchased with an original maturity date of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and amounts held in interest-bearing money market funds. Cash equivalents are carried at cost, which approximates their fair market value. Short‑term investments consist of investments with original maturities greater than 90 days, as of the date of purchase. The Company considers its investment portfolio available-for-sale. The Company adjusts the cost of investments for amortization of premiums and accretion of discounts to maturity. The Company includes such amortization and accretion in interest income in the unaudited condensed consolidated statements of operations. When the Company holds debt investments classified as available-for-sale pursuant to ASC 320, Investments — Debt Securities , it records available-for-sale securities at fair value, with unrealized gains and losses included in accumulated other comprehensive loss in stockholders’ equity. The Company has classified its investments with maturities beyond one year as short term, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The Company includes interest and dividends on securities classified as available-for-sale in interest income in the unaudited condensed consolidated statements of operations and comprehensive loss. Realized gains and losses are recorded in the unaudited condensed consolidated statements of operations and comprehensive loss based on the specific-identification method. There was no material realized gains or losses on investments for the three months ended March 31, 2023 or 2022. The Company did not hold any debt investments as of March 31, 2022. On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) and ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815 Derivatives and Hedging and Topic 825, Financial Instruments . Under these standards, the Company reviews available-for-sale securities for impairment whenever the fair value of the security is less than its amortized cost. If impairment exists and the Company intends to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, the Company will write down the amortized cost basis to its fair value at the reporting date, recognizing the difference as a loss within other income, net in the unaudited condensed consolidated statements of operations. If the Company does not intend to sell the security nor is it more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, the Company will determine if any portion of the unrealized loss on the security is due to credit loss. If the impairment is entirely or partially due to credit loss, the Company will measure the credit loss up to the amount of the difference between fair value and amortized cost, and recognize an allowance for credit losses along with the related charge against earnings as a loss within other income, net in the unaudited condensed consolidated statements of operations. The remaining impairment amount due to all other factors is recognized in accumulated other comprehensive loss in the unaudited condensed consolidated balance sheets. Subsequent changes to the Company’s estimate of credit losses will be recorded as adjustments to the allowance for credit losses and net loss. For the three months ended March 31, 2023, the Company determined that no impairments were required to be recognized in the unaudited condensed consolidated statements of operations. The following is a summary of cash, cash equivalents and investments as of March 31, 2023 and December 31, 2022: Amortized Gross Gross Estimated March 31, 2023 Cash and cash equivalents $ 56,889 $ — $ — $ 56,889 Investments: U.S. treasury securities 175,624 2 (210) 175,416 Total investments 175,624 2 (210) 175,416 Total cash, cash equivalents and investments $ 232,513 $ 2 $ (210) $ 232,305 Amortized Gross Gross Estimated December 31, 2022: Cash and cash equivalents $ 79,765 $ — $ — $ 79,765 Investments: U.S. treasury securities due in one year or less 153,604 5 (108) 153,501 Corporate Securities due in one year or less 4,295 — (22) 4,273 Total investments 157,899 5 (130) 157,774 Total cash, cash equivalents and investments $ 237,664 $ 5 $ (130) $ 237,539 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The components of lease expense were as follows: Three Months Ended 2023 Operating lease cost $ 783 Short-term lease cost 368 Variable lease cost 1,542 Total lease cost $ 2,693 Three Months Ended 2023 Amortization of lease assets $ 571 Interest on lease liabilities 28 Total finance lease cost $ 599 Weighted-average remaining lease term and discount rate were as follows: As of March 31, 2023 Weighted-average remaining lease term (in years) Operating leases 3.7 Finance leases 1.4 Weighted-average discount rate Operating leases 5.2 % Finance leases 3.8 % Future minimum amounts payable as of March 31, 2023 were as follows: As of March 31, 2023 Operating Leases Finance Remainder of 2023 $ 2,924 $ 1,596 2024 3,023 866 2025 2,589 194 2026 2,628 — 2027 1,172 — Thereafter 154 — Total lease payments 12,490 2,656 Less: imputed interest (788) (114) Total lease liabilities $ 11,702 $ 2,542 As of March 31, 2023 the Company had no additional operating or finance leases that have not yet commenced. Rent expense related to the Company’s office facilities was $1,151 and $1,333 for the three months ended March 31, 2023 and 2022, respectively. |
Leases | Leases The components of lease expense were as follows: Three Months Ended 2023 Operating lease cost $ 783 Short-term lease cost 368 Variable lease cost 1,542 Total lease cost $ 2,693 Three Months Ended 2023 Amortization of lease assets $ 571 Interest on lease liabilities 28 Total finance lease cost $ 599 Weighted-average remaining lease term and discount rate were as follows: As of March 31, 2023 Weighted-average remaining lease term (in years) Operating leases 3.7 Finance leases 1.4 Weighted-average discount rate Operating leases 5.2 % Finance leases 3.8 % Future minimum amounts payable as of March 31, 2023 were as follows: As of March 31, 2023 Operating Leases Finance Remainder of 2023 $ 2,924 $ 1,596 2024 3,023 866 2025 2,589 194 2026 2,628 — 2027 1,172 — Thereafter 154 — Total lease payments 12,490 2,656 Less: imputed interest (788) (114) Total lease liabilities $ 11,702 $ 2,542 As of March 31, 2023 the Company had no additional operating or finance leases that have not yet commenced. Rent expense related to the Company’s office facilities was $1,151 and $1,333 for the three months ended March 31, 2023 and 2022, respectively. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The following tables summarize financial assets and liabilities measured and recorded at fair value on a recurring basis in the accompanying consolidated balance sheets as of March 31, 2023 and December 31, 2022, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value: March 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs) Significant Other Observable Inputs (Level 2 Inputs) Significant Unobservable Inputs Total Assets: Money market funds $ 46,618 $ — $ — $ 46,618 U.S. treasury securities — 175,416 — 175,416 Convertible debt securities (See Note 7) — — 4,109 4,109 Total assets $ 46,618 $ 175,416 $ 4,109 $ 226,143 Liabilities: Contingent consideration $ — $ — $ 191 $ 191 Total liabilities $ — $ — $ 191 $ 191 December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs) Significant Other Observable Inputs (Level 2 Inputs) Significant Unobservable Inputs Total Assets: Money market funds $ 36,222 $ — $ — $ 36,222 U.S. treasury securities — 153,501 — 153,501 Corporate securities — 4,273 — 4,273 Convertible debt securities (See Note 5) — — 3,652 3,652 Total assets $ 36,222 $ 157,774 $ 3,652 $ 197,648 Liabilities: Contingent consideration $ — $ — $ 227 $ 227 Total liabilities $ — $ — $ 227 $ 227 Cash equivalents include money market funds with original maturities of 90 days or less from the date of purchase. The fair value measurement of these assets is based on quoted market prices in active markets for identical assets and, therefore, these assets are recorded at fair value on a recurring basis and classified as Level 1 in the fair value hierarchy. The Company’s investments primarily consist of U.S. treasury securities and corporate securities. The fair value measurement of these assets is based on significant other observable inputs and, therefore, these assets are recorded at fair value on a recurring basis and classified as Level 2 in the fair value hierarchy. As of March 31, 2023 and December 31, 2022, the Company measured its investments in convertible debt securities (see Note 7) and its contingent consideration associated with the acquisition of Prowly.com sp. Z o.o (“Prowly”) on a recurring basis using significant unobservable inputs (Level 3). Convertible Debt Securities The Company records its convertible note investments at fair value on the purchase date. The Company determines the fair value of these investments using the Black-Scholes Merton model. Each reporting period thereafter, these investments are revalued and increases or decreases in their fair values are recorded as adjustments to other income, net within the unaudited condensed consolidated statements of operations and comprehensive loss to reflect the gains and losses. Changes in the fair value of these investments can result from changes in the estimated enterprise value of the issuers, the likelihoods and methods of such conversions, and other market factors. Significant judgment is employed in determining the appropriateness of these assumptions as of the purchase date and for each subsequent period. Accordingly, changes in any of the assumptions described above can materially impact the amount of gain or loss the Company records in any given period. A rollforward of the fair value measurements of the convertible notes for the three months ended March 31, 2023 and 2022, is as follows: Balance as of December 31, 2022 $ 3,652 Additional investment in convertible notes 323 Change in fair value included in other income, net 134 Balance as of March 31, 2023 $ 4,109 Balance as of December 31, 2021 $ 500 Additional investment in convertible notes 2,000 Change in fair value included in other income, net 661 Balance as of March 31, 2022 $ 3,161 Contingent consideration The Company records contingent consideration resulting from a business combination at its fair value on the acquisition date. The Company generally determines the fair value of the contingent consideration using the Monte Carlo simulation model. Each reporting period thereafter, these obligations are revalued and increases or decreases in their fair values are recorded as an adjustment to operating expenses within the unaudited condensed consolidated statements of operations and comprehensive loss. Changes in the fair value of the contingent consideration can result from changes in assumed discount periods and rates, and from changes pertaining to the estimated or actual achievement of the defined milestones. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, future business and economic conditions, as well as changes in any of the assumptions described above, can materially impact the amount of contingent consideration expense the Company records in any given period. The total estimated fair value of the contingent consideration payable was $191 and $227 as of March 31, 2023 and December 31, 2022, respectively. The following table represents the key inputs used in the fair value calculation: As of March 31, 2023 December 31, 2022 Risk free interest rate 5.17 % 4.72 % Projected year of payment 2023 2023 Revenue volatility 21.0 % 20.1 % Discount rate 10.06 % 9.72 % Changes in the estimated fair value of the contingent consideration payable are recognized over the three-year service period. A rollforward of the fair value measurements of the contingent consideration liability for the three months ended March 31, 2023 and 2022 is as follows: Balance as of December 31, 2022 $ 227 Change in fair value and expense recognized for service period rendered (36) Payments made — Balance as of March 31, 2023 $ 191 Balance as of December 31, 2021 $ 424 Change in fair value and expense recognized for service period rendered 106 Payments made — Balance as of March 31, 2022 $ 530 |
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, Net Property and equipment consists of the following: As of March 31, December 31, Computer equipment $ 10,850 $ 11,133 Furniture and office equipment 1,811 1,738 Leasehold improvements 814 786 Total property and equipment 13,475 13,657 Less: accumulated depreciation and amortization (6,414) (5,581) Property and equipment, net $ 7,061 $ 8,076 Depreciation and amortization expense related to property and equipment was $838 and $812 for the three months ended March 31, 2023 and 2022, respectively. |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Investments in Convertible Debt In January 2021, the Company purchased two convertible debt securities (the “January 2021 Notes”) for a total aggregate investment of $500 with maturity dates of January 1, 2023 and July 1, 2023, respectively. The January 2021 Notes receive interest at an annual rate of 6%. In February 2022, the Company purchased an additional convertible debt security (the “February 2022 Note”) in the amount of $2,000 that will mature on February 25, 2024 and receives interest at an annual rate of 6%. Interest accrues on each note and becomes payable upon conversion of each convertible note, or will be paid in connection with the repayment in full of the principal amount of such convertible notes. In March 2023, the Company purchased a convertible debt security (the “March 2023 Note”) for a total aggregate investment of $323. The March 2023 Note receives interest at an annual rate of 9% and matures on March 31, 2025. These convertible note investments are classified as available-for-sale securities. The January 2021 Notes and January 2022 Note are included in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets based on the maturity dates, and the March 2023 Note is included in other long-term assets. The Company accounts for these investments, along with the embedded derivatives associated with their conversion features, by utilizing the fair value option within ASC 825, Financial Instruments , and accounting for the entire hybrid instrument at fair value through other income, net. The Company recorded an increase in the fair value of the convertible notes of $134 and $661 for the three months ended March 31, 2023 and 2022, respectively. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share For the three months ended March 31, 2023 and 2022, the net loss attributable to common stockholders is divided by the weighted-average number of shares of common stock outstanding during the period to calculate diluted earnings per share. The dilutive effect of common stock equivalents has been excluded from the calculation of diluted net loss per share as its effect would have been anti-dilutive due to the net losses incurred for the periods. The following potentially dilutive common stock equivalents have been excluded from the calculation of diluted weighted-average shares outstanding for the three months ended March 31, 2023 and 2022: Three months ended March 31, 2023 2022 Stock options outstanding 7,502,992 6,151,841 Unvested RSAs, RSUs, and PSUs 1,770,736 1,266,479 9,273,728 7,418,320 |
Acquisitions, Intangible Assets
Acquisitions, Intangible Assets, and Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions, Intangible Assets, and Goodwill | Acquisitions, Intangible Assets, and Goodwill Acquisitions Traffic Think Tank On February 23, 2023, the Company completed a purchase agreement with Rank, LLC (“Traffic Think Tank”), acquiring certain intangible assets of Traffic Think Tank’s assets for total cash consideration of $1,800, of which $360 will be paid in 12 months (the “12-month holdback amount”) and $360 will be paid in 18 months (the “18-month holdback amount”). The remaining consideration was paid upon closing. The 12-month holdback amount and 18-month holdback amount are recorded in other current liabilities and other long-term liabilities, respectively, in the unaudited condensed consolidated balance sheet as of March 31, 2023. The primary purpose of the acquisition was to acquire valuable brand and content related to Traffic Think Tank’s SEO community and courses. The Company has accounted for this transaction as a business combination under the acquisition method. The Company allocated $594 to the acquired intangible assets and the remaining purchase price was allocated to goodwill. The identifiable intangible assets consisted of trade names, content, and customer relationships, which the Company amortizes over the assets useful lives using a straight-line amortization method. The Company assigned useful lives to the acquired trade name, content, and customer relationships of six years, four years, and five years, respectively. Aggregate acquisition-related costs associated with this business combination were not material for the three months ended March 31, 2023, and were included in general and administrative expenses in the unaudited condensed consolidated statement of operations and comprehensive loss. This business combination did not have a material impact on the Company’s unaudited condensed consolidated financial statements. Therefore, actual results of operations subsequent to the acquisition date and pro forma results of operations have not been presented. Kompyte On March 14, 2022, the Company completed a purchase agreement with Intellikom, Inc., which does business under the name Kompyte (“Kompyte”) to acquire 100% of Kompyte’s assets for cash consideration of $10,000. The purpose of the acquisition of Kompyte was to acquire Kompyte’s assets, including its competitive intelligence automation platform. Aggregate acquisition-related costs associated with this business combination were not material for the three months ended March 31, 2022, and were included in general and administrative expenses in the unaudited condensed consolidated statement of operations and comprehensive loss. Upon the completion of the acquisition, Kompyte became a wholly owned subsidiary of the Company. The results of operations of Kompyte have been included in the Company’s unaudited condensed consolidated financial statements from the date of acquisition. The Company has accounted for this transaction as a business combination under the acquisition method. The total purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. The Company recorded the excess of the purchase price over those fair values as goodwill. The following table presents the purchase price allocation recorded in the Company’s unaudited condensed consolidated balance sheet as of the acquisition date, which was final as of June 30, 2022: Purchase Price Assets acquired Allocation Fair value of tangible assets: Other assets $ 328 Goodwill 4,928 Identifiable intangible assets 5,500 Total assets acquired $ 10,756 Liabilities assumed Current and non-current liabilities $ 756 Total liabilities assumed $ 756 Net assets acquired $ 10,000 The Company allocated $5,500 of the purchase price to identifiable intangible assets consisting of developed technology, trade names, and customer relationships, which it amortizes over the assets useful lives using a straight-line amortization method. The Company assigned useful lives to the acquired developed technology, trade names, and customer relationships of six years, six years, and three years, respectively. Backlinko On January 13, 2022, the Company completed an asset purchase agreement with Backlinko, LLC (“Backlinko”), acquiring certain of Backlinko’s assets for cash consideration of $4,000. The purpose of this asset acquisition was to acquire valuable content and to access an existing revenue stream in Backlinko’s SEO courses. The Company accounted for this transaction as an asset acquisition and allocated the cost of the asset acquisition to the individual assets acquired. The Company allocated $3,915 to the acquired intangible assets and the remaining cost of the acquisition was allocated to the other assets acquired, which were not material. The identifiable intangible assets consisted of trade names and intellectual property, which the Company amortizes over the assets useful lives using a straight-line amortization method. The Company assigned useful lives to the acquired trade name and content of five years and four years, respectively. Intangible Assets Intangible assets consisted of intangible assets resulting from the Company’s acquisitions and its capitalized internal-use software development costs. Intangible assets consists of the following: As of March 31, 2023 Weighted Average Remaining Gross Net Useful Life Carrying Accumulated Carrying (years) Amount Amortization Amount Developed technology 4.6 $ 4,024 $ (938) $ 3,086 Trade name 4.4 4,038 (835) 3,203 Content 3.0 2,183 (597) 1,586 Customer relationships 2.6 744 (212) 532 Capitalized internal-use software 2.6 4,474 (1,580) 2,894 Total as of March 31, 2023 $ 15,463 $ (4,162) $ 11,301 As of December 31, 2022 Weighted Average Remaining Gross Net Useful Life Carrying Accumulated Carrying (years) Amount Amortization Amount Developed technology 4.8 $ 4,007 $ (765) $ 3,242 Trade name 4.6 3,810 (656) 3,154 Content 3.1 1,958 (471) 1,487 Customer relationships 2.3 600 (159) 441 Capitalized internal-use software 2.6 3,415 (1,453) 1,962 Total as of December 31, 2022 $ 13,790 $ (3,504) $ 10,286 During the three months ended March 31, 2023 and 2022, the Company capitalized $1,056 and $415, respectively, of software development costs, which are classified as intangible assets on the accompanying unaudited condensed consolidated balance sheets, and recorded amortization expense associated with its capitalized software development costs of $127 and $131, respectively. Amortization expense for acquired intangible assets was $522 and $273 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, future amortization expense is expected to be as follows: Amount Remainder of 2023 $ 1,981 2024 2,415 2025 2,154 2026 1,507 2027 and thereafter 3,244 Total $ 11,301 Goodwill The changes in the carrying value of goodwill during the three months ended March 31, 2023 were as follows: Amount Balance as of January 1, 2023 $ 6,529 Traffic Think Tank acquisition 1,206 Foreign currency translation adjustment 31 Balance as of March 31, 2023 $ 7,766 |
Exit Costs
Exit Costs | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Exit Costs | Exit Costs Commencing in March 2022, the Company began to exit its operations in Russia and relocate employees. As of March 31, 2023, the Company had substantially completed its relocation efforts. All costs associated with the Company’s exit activities are included in the unaudited condensed consolidated statements of operations in its income from continuing operations under the line item, Exit Costs . During the three months ended March 31, 2023, exit costs totaled $1.0 million related to relocation efforts. No exit costs were incurred during the three months ended March 31, 2022. |
Accrued expenses
Accrued expenses | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued expenses | Accrued expenses Accrued expenses consist of the following: As of March 31, December 31, Employee compensation $ 6,127 $ 5,083 Income taxes payable 1,852 1,090 Other taxes payable 9,955 10,101 Vacation reserves 1,144 1,372 Other 151 201 Total accrued expenses $ 19,229 $ 17,847 |
Revolving Credit Facility
Revolving Credit Facility | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility Senior Secured Revolving Credit Facility On January 12, 2021, the Company executed a credit agreement with JPMorgan Chase Bank, N.A., in the form of a revolving credit facility, that consists of a $45.0 million revolving credit facility and a letter of credit sub-facility with an aggregate limit equal to the lesser of $5.0 million and the aggregate unused amount of the revolving commitments then in effect. The availability of the credit facility is subject to the borrowing base based on an advance rate of 400% multiplied by annualized retention applied to monthly recurring revenue. The credit facility has a maturity of three years and will mature on January 12, 2024. Borrowings under the credit facility bear interest at the Company’s option at (i) LIBOR, subject to a 0.50% floor, plus a margin, or (ii) the alternate base rate, subject to a 3.25% floor (or 1.50% prior to positive consolidated adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) for the twelve months most recently ended), plus a margin. For LIBOR borrowings, the applicable rate margin is 2.75% (or 3.50% prior to positive consolidated adjusted EBITDA as of the twelve months most recently ended). For base rate borrowings, the applicable margin is 0.00% (or 2.50% prior to positive consolidated adjusted EBITDA as of the twelve months most recently ended). The Company is also required to pay a 0.25% per annum fee on undrawn amounts under the Company’s revolving credit facility, payable quarterly in arrears. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is subject to income taxes in U.S. federal, state, and foreign jurisdictions. For the three months ended March 31, 2023 and 2022, the Company recorded provisions for income taxes of $797 and $140, respectively. The Company’s effective tax rate for the three months ended March 31, 2023 differs from the U.S. statutory rate due primarily to the impact of earnings in foreign jurisdictions and the impact of requirement to capitalize and amortize certain research and development costs which results in a current U.S. tax provision but no deferred tax benefit as a result of the valuation allowance maintained against our net deferred tax assets. The Company’s effective tax rate for the three months ended March 31, 2022 differs from the U.S. statutory rate primarily due to the jurisdictional mix of earnings and the valuation allowance maintained against its net deferred tax assets. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to be in effect for the years in which differences are expected to reverse. On a periodic basis, the Company reassesses any valuation allowances it maintains on its deferred tax assets, weighing positive and negative evidence to assess the recoverability of the deferred tax assets. The Company maintains a valuation allowance on its net deferred tax assets. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Common Stock Reserved for Future Issuance As of March 31, 2023, the Company had reserved the following shares of common stock for future issuance: Options outstanding 7,502,992 Options reserved for future issuance 11,028,881 Restricted stock outstanding 53,331 Restricted stock units and performance stock units outstanding 2,895,051 Total authorized shares of common stock reserved for future issuance 21,480,255 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In 2019, the Board adopted the Semrush Holdings, Inc. 2019 Stock Option and Grant Plan (the “2019 Plan”), which provides for the grant of qualified incentive stock options and nonqualified stock options or other awards, including restricted stock unit awards, to the Company’s employees, officers, directors, advisors, and outside consultants for the purchase of up to 8,682,600 shares of the Company’s common stock. In July 2020, the 2019 Plan was amended to provide for the grant of qualified incentive stock options and nonqualified stock options or other awards to the Company’s employees, officers, directors, advisors, and outside consultants for the purchase of up to 10,163,772 shares of the Company’s common stock. Stock options generally vest over a 4-year period and expire 10 years from the date of grant. Certain options provide for accelerated vesting if there is a change in control (as defined in the 2019 Plan). The Semrush Holdings, Inc. 2021 Stock Option and Incentive Plan was adopted by the Board on March 3, 2021 and approved by stockholders on March 15, 2021 and became effective immediately prior to the effectiveness of the Company’s registration statement in connection with its IPO. The 2021 Plan replaced the 2019 Plan as the Board determined not to make additional awards under the 2019 Plan following the pricing of the Company’s IPO. The 2021 Plan allows the compensation committee of the Board to make equity-based and cash-based incentive awards to the Company’s officers, employees, directors and other key persons (including consultants). The Company initially reserved 13,503,001 shares of Class A common stock for the issuance of awards under the 2021 Plan. The 2021 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by the lesser of 5% of the outstanding number of shares of Class A and Class B common stock on the immediately preceding December 31, or such lesser number of shares as determined by the compensation committee. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. Effective January 1, 2023, the number of shares of Class A common stock reserved for the issuance of awards under the 2021 Plan was increased by 3,500,000 shares to 17,003,001 shares in accordance with the provisions of the 2021 Plan. The Company has recorded stock-based compensation expense of $2,796 and $932 during the three months ended March 31, 2023 and 2022, respectively. The following table shows stock-based compensation expense by where the stock-based compensation expense is recorded in the Company’s unaudited condensed consolidated statement of operations: Three Months Ended 2023 2022 Cost of revenue $ 17 $ 11 Sales and marketing 528 133 Research and development 343 149 General and administrative 1,908 639 Total stock-based compensation $ 2,796 $ 932 As of March 31, 2023, there was $13,575 and $1,119 of unrecognized compensation cost related to unvested common stock option arrangements granted under the 2021 Plan and 2019 Plan, respectively, which is expected to be recognized over a weighted-average period of 3.23 and 1.53 years, respectively. As of March 31, 2023, there was $15,334 of unrecognized compensation cost related to unvested restricted stock unit awards granted under the 2021 Plan, which is expected to be recognized over a weighted-average period of 3.17 years. For unvested performance stock units, these awards were granted with four-year vesting terms for which the probability of vesting achievement is assessed at each reporting period. The fair value of each option award was estimated on the date of grant using the Black-Scholes option-pricing model. As there was no public market for its common stock prior to March 25, 2021, which was the first day of trading, and as the trading history of the Company’s common stock is limited, the Company determined the expected volatility for options granted based on an analysis of reported data for a peer group of companies that issued options with substantially similar terms. The expected volatility of options granted has been determined using an average of the historical volatility measures of this peer group of companies. The expected life of options granted to employees was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the share option. The Company has not paid, nor anticipates paying, cash dividends on its ordinary shares; therefore, the expected dividend yield is assumed to be zero. The weighted-average assumptions utilized to determine the fair value of options granted to employees are presented in the following table: Three Months Ended March 31, 2023 2022 Expected volatility 63.6 % 52.3 % Weighted-average risk-free interest rate 4.22 % 1.60 % Expected dividend yield — — Expected life – in years 6 6 A summary of the Company’s option activity as of March 31, 2023, which all occurred under the 2019 Plan and the 2021 Plan, and changes during the three months then ended are as follows: Number of Options Weighted-Average Exercise Price (per share) Weighted-Average Remaining Contractual Term (in years) Outstanding at December 31, 2022 6,865,265 $ 4.82 7.68 Granted 750,727 7.93 Exercised (88,957) 0.75 Forfeited (24,043) 8.01 Outstanding at March 31, 2023 7,502,992 5.14 7.68 Options exercisable at March 31, 2023 4,384,998 1.82 6.79 The weighted-average grant-date fair value of options granted during the three months ended March 31, 2023 and 2022 was $4.93 and $6.32 per share, respectively. No tax benefits were realized from options during the three months ended March 31, 2023 or 2022. The aggregate intrinsic value of options outstanding as of March 31, 2023 and December 31, 2022 was $42,633 and $32,721, respectively. The aggregate intrinsic value for options exercised during the three months ended March 31, 2023 and 2022 was $708 and $2,154, respectively. The aggregate intrinsic value for options exercisable as of March 31, 2023 and December 31, 2022 was $37,161 and $27,919, respectively. The aggregate intrinsic value was calculated based on the positive difference, if any, between the estimated fair value of the Company’s common stock on March 31, 2023 and December 31, 2022, respectively, or the date of exercise, as appropriate, and the exercise price of the underlying options. On July 28, 2020, the Company issued 156,852 shares of its restricted common stock (“Restricted Stock Issuance”) to the founders of Prowly for a total fair value of $291 under the 2019 Plan. This Restricted Stock Issuance vests over a three-year service period, applicable to both founders. As of March 31, 2023, 103,521 shares have vested in connection with this Restricted Stock Issuance. During the three months ended March 31, 2023 and 2022, the Company granted to employees restricted stock unit (“RSU”) awards for 523,294 and 937,506 shares of Class A common stock under the 2021 Plan, respectively. During the three months ended March 31, 2023 and 2022, the Company recorded stock-based compensation expense related to the RSU grants of $1,191 and $315, respectively. A summary of RSU activity under the Company’s 2021 Plan for the three months ended March 31, 2023 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Fair Value Unvested balance at January 1, 2023 1,269,743 $ 11.97 $ 15,194 Granted 523,294 8.05 4,213 Vested (71,557) 13.13 940 Forfeited (9,715) 14.67 143 Unvested balance as of March 31, 2023 1,711,765 $ 10.69 $ 18,299 During the three months ended March 31, 2023, the Company did not grant employees performance stock units (“PSU”) awards. During the three months ended March 31, 2022, the Company granted to employees PSU awards for 500,887 shares of Class A common stock under the 2021 Plan. The Company records stock-based compensation expense related to the PSU grants when it is probable that the underlying performance conditions will be recognized. During the year ended December 31, 2022, the Company granted two sets of PSU grants; executives and acquisition-related. The acquisition-related PSUs contained a market component. These awards were deemed probable of partial achievement by the Company as of March 31, 2023. The executive grants were not probable of achievement as of March 31, 2023. During the three months ended March 31, 2023, $24 of expense has been recognized in connection with a portion of the acquisition-related PSU awards, however, the remaining acquisition-related PSU awards were not probable of achievement as of March 31, 2023. For PSU grants that have only service and performance conditions, the Company measures these awards at the fair value of its Class A common stock on the grant dates. For PSU grants that incorporate a market condition, only the market condition is reflected in the estimated fair value on the grant dates. The Company determined the fair value of the acquisition-related PSU awards using a binomial valuation method. A summary of PSU activity under the Company’s 2021 Plan for the three months ended March 31, 2023 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Fair Value Unvested balance at January 1, 2023 1,283,620 $ 11.22 $ 14,402 Granted — — — Vested — — — Forfeited (100,334) 11.96 1,200 Unvested balance at March 31, 2023 1,183,286 $ 11.63 $ 13,762 Compensation expense is based on the estimated value of the awards on the grant date, and is recognized over the period from the grant date through the expected vest dates of each vesting condition. The compensation expense attributable to the acquisition-based PSU awards was estimated based on a Monte Carlo simulation model, which applied the following key assumptions: Three Months Ended March 31, 2023 Risk-free interest rate 2.07 % Volatility 70.00 % Dividend Yield — % Term (years) 4.13 2021 Employee Stock Purchase Plan The Semrush Holdings, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Board on March 3, 2021 and approved by stockholders on March 15, 2021 and became effective immediately prior to the effectiveness of the Company’s registration statement in connection with its IPO. The ESPP initially reserves and authorizes the issuance of up to a total of 3,000,667 shares of Class A common stock to participating employees. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and each January 1 thereafter through January 1, 2031, by the least of (i) 1% of the outstanding number of shares of Class A and Class B common stock on the immediately preceding December 31; (ii) 3,000,667 shares or (iii) such lesser number of shares of Class A common stock as determined by the ESPP administrator. The number of shares reserved under the ESPP is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. The first service period of the ESPP began on September 1, 2021, the second service period of the ESPP began on March 1, 2022, and the third service period of the ESPP began on September 1, 2022. The Company recognized $33 and $81 in stock-based compensation expense related to these service periods for the three months ended March 31, 2023 and 2022, respectively. On February 28, 2023, the Company issued 38,879 shares of its Class A common stock to its employees under its ESPP for the service period then ended. The ESPP program was discontinued after the last purchase on February 28, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Data Providers The Company has multi-year commitments with certain data providers through March 31, 2026. As of March 31, 2023, future commitments for data services are as follows: As of March 31, 2023 Remainder of 2023 6,706 2024 10,473 2025 11,288 2026 3,008 Total $ 31,475 Litigation From time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Indemnification The Company typically enters into indemnification agreements with customers in the ordinary course of business. Pursuant to these agreements, the Company indemnifies and agrees to reimburse the indemnified party for losses suffered or incurred as a result of claims of intellectual property infringement. These indemnification agreements are provisions of the applicable customer agreement. Based on when clients first sign an agreement for the Company’s service, the maximum potential amount of future payments the Company could be required to make under certain of these indemnification agreements is unlimited. Based on historical experience and information known as of March 31, 2023, the Company has not incurred any costs for the above guarantees and indemnities. |
Components of Other Income, Net
Components of Other Income, Net | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Components of Other Income, Net | Components of Other Income, Net The components of other income , net, are as follows: Three Months Ended 2023 2022 Foreign currency exchange loss $ (638) $ (478) Other income, net 2,343 637 Total other income, net $ 1,705 $ 159 |
Employee Benefit Plan
Employee Benefit Plan | 3 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company maintains a defined contribution savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”) covering all U.S. employees who satisfy certain eligibility requirements. The 401(k) Plan allows each participant to defer a percentage of their eligible compensation subject to applicable annual limits pursuant to the limits established by the Internal Revenue Service. The Company may, at the discretion of the Board, make contributions in the form of matching contributions or profit-sharing contributions. For the three months ended March 31, 2023 and 2022, the Company made matching contributions of $308 and $510, respectively, to the 401(k) Plan. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic InformationDisclosure requirements about segments of an enterprise and related information establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in interim financial reports issued to shareholders. Operating segments are defined as components of an enterprise about which separate discrete financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one operating segment. Geographic Data The Company allocates, for the purpose of geographic data reporting, its revenue based upon the location of the customer. Total revenue by geographic area was as follows: Three Months Ended 2023 2022 Revenue: United States $ 34,747 $ 25,822 United Kingdom 7,007 5,877 Other 29,116 25,429 Total revenue $ 70,870 $ 57,128 Property and equipment, net by geographic location consists of the following: As of March 31, December 31, Property and equipment, net: United States $ 4,977 $ 6,025 Spain 786 832 Czech Republic 449 442 Other 849 777 Total assets $ 7,061 $ 8,076 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements as of and for the year ended December 31, 2022, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2023, and the results of its operations and its cash flows for the three months ended March 31, 2023 and 2022. The consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 15, 2023. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates relied upon in preparing these unaudited condensed consolidated financial statements include, but are not limited to, revenue recognition, expected future cash flows used to evaluate the recoverability of long-lived assets, contingent liabilities, expensing and capitalization of research and development costs for internal-use software, the average period of benefit associated with costs capitalized to obtain revenue contracts, the determination of the fair value of stock-based awards issued, stock-based compensation expense, the determination of the estimated fair value of the convertible notes held by the Company, the valuations of the intangible assets acquired through acquisitions, the estimation of the Company’s incremental borrowing rate, and the recoverability of the Company’s net deferred tax assets and related valuation allowance. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. |
Subsequent Events Considerations | Subsequent Events Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the unaudited condensed consolidated financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, other than those disclosed in this Quarterly Report on Form 10-Q. |
Revenue Recognition | Revenue Recognition The Company primarily derives revenue from subscription revenues via the Semrush online visibility management platform and the Prowly public relations platform, which are comprised of subscription fees from customers accessing the Company’s SaaS services and related customer support. For the three months ended March 31, 2023 and 2022, subscription revenue accounted for nearly all of the Company’s revenue. Revenue related to other revenue was not material for the three months ended March 31, 2023 and 2022. The Company offers subscriptions to its platform primarily on a monthly or annual basis. The Company sells its products and services primarily through a self-service model and also directly through its sales force. The Company’s subscription arrangements provide customers the right to access the Company’s hosted software applications. Customers do not have the right to take possession of the Company’s software during the hosting arrangement. Subscriptions are generally non-cancellable during the contractual subscription term; however, subscription contracts contain a right to a refund if requested within seven days of purchase. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration it expects to receive in exchange for those products or services. There were no changes to the Company’s revenue recognition policies since the filing of its Annual Report on Form 10-K with the SEC on March 15, 2023. For the three months ended March 31, 2023 and 2022, subscription revenue accounted for nearly all of the Company’s revenue. Revenue related to the Semrush Marketplace was not material for the three months ended March 31, 2023 and 2022. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. The Company primarily invoices and collects payments from customers for its services in advance on a monthly or annual basis. Deferred revenue represents amounts billed for which revenue has not yet been recognized. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as long-term deferred revenue. Deferred revenue increased by $7,017 as of March 31, 2023 compared to December 31, 2022. During the three months ended March 31, 2023 and 2022, $25,513 and $20,696 of revenue was recognized that was included in deferred revenue at the beginning of each respective period. The Company has elected to exclude amounts charged to customers for sales tax from the transaction price. Accordingly, revenue is presented net of any sales tax collected from customers. Transaction Price Allocated to Future Performance Obligations ASC 606 requires that the Company disclose the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of the balance sheet dates reported. For contracts with an original expected duration greater than one year, the aggregate amount of the transaction price allocated to the performance obligations that were unsatisfied as of March 31, 2023 was $1,773, of which the Company expects to recognize $1,535 over the next 12 months. For contracts with an original expected duration of one year or less, the Company has applied the practical expedient available under ASC 606 to not disclose the amount of transaction price allocated to unsatisfied performance obligations as of March 31, 2023. For performance obligations not satisfied as of March 31, 2023, and to which this expedient applies, the nature of the performance obligations is consistent with performance obligations satisfied as of December 31, 2022. The remaining durations are less than one year. Costs to Obtain a Contract The incremental direct costs of obtaining a contract, which primarily consist of sales commissions paid for new subscription contracts, are deferred and recorded as deferred contract costs in the unaudited condensed consolidated balance sheets and are amortized over a period of approximately 24 months on a systematic basis, consistent with the pattern of transfer of the goods or services to which the asset relates. The 24-month period represents the estimated benefit period of the customer relationship and has been determined by taking into consideration the type of product sold, the commitment term of the customer contract, the nature of the Company’s technology development life-cycle, and an estimated customer relationship period based on historical experience and future expectations. Deferred contract costs that will be recorded as expense during the succeeding 12-month period are recorded as current deferred contract costs, and the remaining portion is recorded as deferred contract costs, net of current portion. Amortization of deferred contract costs is included in sales and marketing expense in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts, or other hedging arrangements. Credit losses historically have not been significant and the Company generally has not experienced any material losses related to receivables from individual customers, or groups of customers. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company's accounts receivable. Credit risk with respect to accounts receivable is dispersed due to the large number of customers of the Company. The Company routinely assesses the creditworthiness of its customers and generally does not require its customers to provide collateral or other security to support accounts receivable. Credit losses historically have not been significant and the Company generally has not experienced any material losses related to receivables from individual customers, or groups of customers. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company's accounts receivable. |
Disclosure of Fair Value of Financial Instruments | Disclosure of Fair Value of Financial Instruments The Company’s financial instruments include cash, cash equivalents, investments, accounts receivable, accounts payable, and accrued expenses. The Company’s investments are classified as available-for-sale and reported at fair value in accordance with the market approach utilizing quoted prices that were directly or indirectly observable. The carrying amount of the remainder of the Company’s financial instruments approximated their fair values as of March 31, 2023 and December 31, 2022, due to the short-term nature of these instruments. As of March 31, 2023 and December 31, 2022, the Company measured its investments in convertible debt securities (see Note 7) and its contingent consideration associated with the acquisition of Prowly.com sp. Z o.o (“Prowly”) on a recurring basis using significant unobservable inputs (Level 3). Convertible Debt Securities The Company records its convertible note investments at fair value on the purchase date. The Company determines the fair value of these investments using the Black-Scholes Merton model. Each reporting period thereafter, these investments are revalued and increases or decreases in their fair values are recorded as adjustments to other income, net within the unaudited condensed consolidated statements of operations and comprehensive loss to reflect the gains and losses. Changes in the fair value of these investments can result from changes in the estimated enterprise value of the issuers, the likelihoods and methods of such conversions, and other market factors. Significant judgment is employed in determining the appropriateness of these assumptions as of the purchase date and for each subsequent period. Accordingly, changes in any of the assumptions described above can materially impact the amount of gain or loss the Company records in any given period. |
Foreign Currency Translation | Foreign Currency Translation The Company operates in a multi-currency environment having transactions in such currencies as the U.S. dollar, zloty, Czech koruna, euro, and others. The reporting currency of the Company is the U.S. dollar. Beginning on January 1, 2022, as a result of changes in the economic facts and circumstances of its business environment, the Company reassessed its functional currency determinations for all foreign subsidiaries and determined that the functional currencies of the Company’s foreign subsidiaries is the local currency at each of its subsidiary locations, with the exception of its former Russian subsidiaries where the U.S. dollar remained the functional currency in 2022. Accordingly, beginning January 1, 2022, assets and liabilities of the Company’s foreign subsidiaries that maintain local currencies as functional currencies are translated into U.S. dollars using period-end exchange rates, and revenues and expenses are translated into U.S. dollars using average exchange rates in effect during each period. The Company includes the effects of these foreign currency translation adjustments in accumulated other comprehensive loss, a separate component of stockholders’ equity. |
Comprehensive loss | Comprehensive loss Comprehensive loss is comprised of two components: net loss and other comprehensive loss, which includes other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For the three months ended March 31, 2023, comprehensive loss consists of net loss, the change in the cumulative foreign currency translation adjustment, and unrealized loss on investments. The tax effect of the cumulative foreign currency translation adjustment and unrealized loss on investments is not significant for the three months ended March 31, 2023 and 2022 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. Entities will be required to use an expected loss model that will result in the earlier recognition of allowances for losses for trade and other receivables, held-to-maturity debt securities, loans, and other instruments. For available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than as reductions in the amortized cost of the securities. The Company adopted the standard utilizing the modified retrospective approach. The adoption of the standard did not have a material impact on the Company’s unaudited condensed consolidated financial statements. |
Variable Interests | Significant judgments included the determination that these variable interest entities lacked sufficient equity at risk to finance activities without additional subordinated support, and that the Company was not the primary beneficiary of the variable interest entities given the Company’s variable interests do not constitute a controlling financial interest. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash and Cash Equivalents | The following table is a reconciliation of cash, cash equivalents, and restricted cash included in the accompanying unaudited condensed consolidated balance sheets that sum to the total cash, cash equivalents, and restricted cash included in the accompanying unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2023 and 2022. As of March 31, 2023 March 31, 2022 Cash and cash equivalents $ 56,889 $ 259,824 Restricted cash included in “other assets” — 115 Total cash, cash equivalents and restricted cash, at end of period $ 56,889 $ 259,939 |
Schedule of Reconciliation of Restrictions on Cash and Cash Equivalents | The following table is a reconciliation of cash, cash equivalents, and restricted cash included in the accompanying unaudited condensed consolidated balance sheets that sum to the total cash, cash equivalents, and restricted cash included in the accompanying unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2023 and 2022. As of March 31, 2023 March 31, 2022 Cash and cash equivalents $ 56,889 $ 259,824 Restricted cash included in “other assets” — 115 Total cash, cash equivalents and restricted cash, at end of period $ 56,889 $ 259,939 |
Cash, Cash Equivalents, and I_2
Cash, Cash Equivalents, and Investments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Investments | The following is a summary of cash, cash equivalents and investments as of March 31, 2023 and December 31, 2022: Amortized Gross Gross Estimated March 31, 2023 Cash and cash equivalents $ 56,889 $ — $ — $ 56,889 Investments: U.S. treasury securities 175,624 2 (210) 175,416 Total investments 175,624 2 (210) 175,416 Total cash, cash equivalents and investments $ 232,513 $ 2 $ (210) $ 232,305 Amortized Gross Gross Estimated December 31, 2022: Cash and cash equivalents $ 79,765 $ — $ — $ 79,765 Investments: U.S. treasury securities due in one year or less 153,604 5 (108) 153,501 Corporate Securities due in one year or less 4,295 — (22) 4,273 Total investments 157,899 5 (130) 157,774 Total cash, cash equivalents and investments $ 237,664 $ 5 $ (130) $ 237,539 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Cost and Weighted-Average Lease Term and Discount Rate | The components of lease expense were as follows: Three Months Ended 2023 Operating lease cost $ 783 Short-term lease cost 368 Variable lease cost 1,542 Total lease cost $ 2,693 Three Months Ended 2023 Amortization of lease assets $ 571 Interest on lease liabilities 28 Total finance lease cost $ 599 Weighted-average remaining lease term and discount rate were as follows: As of March 31, 2023 Weighted-average remaining lease term (in years) Operating leases 3.7 Finance leases 1.4 Weighted-average discount rate Operating leases 5.2 % Finance leases 3.8 % |
Schedule of Future Minimum Amounts Payable of Operating Leases | Future minimum amounts payable as of March 31, 2023 were as follows: As of March 31, 2023 Operating Leases Finance Remainder of 2023 $ 2,924 $ 1,596 2024 3,023 866 2025 2,589 194 2026 2,628 — 2027 1,172 — Thereafter 154 — Total lease payments 12,490 2,656 Less: imputed interest (788) (114) Total lease liabilities $ 11,702 $ 2,542 |
Schedule of Future Minimum Amounts Payable of Finance Leases | Future minimum amounts payable as of March 31, 2023 were as follows: As of March 31, 2023 Operating Leases Finance Remainder of 2023 $ 2,924 $ 1,596 2024 3,023 866 2025 2,589 194 2026 2,628 — 2027 1,172 — Thereafter 154 — Total lease payments 12,490 2,656 Less: imputed interest (788) (114) Total lease liabilities $ 11,702 $ 2,542 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The following tables summarize financial assets and liabilities measured and recorded at fair value on a recurring basis in the accompanying consolidated balance sheets as of March 31, 2023 and December 31, 2022, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value: March 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs) Significant Other Observable Inputs (Level 2 Inputs) Significant Unobservable Inputs Total Assets: Money market funds $ 46,618 $ — $ — $ 46,618 U.S. treasury securities — 175,416 — 175,416 Convertible debt securities (See Note 7) — — 4,109 4,109 Total assets $ 46,618 $ 175,416 $ 4,109 $ 226,143 Liabilities: Contingent consideration $ — $ — $ 191 $ 191 Total liabilities $ — $ — $ 191 $ 191 December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs) Significant Other Observable Inputs (Level 2 Inputs) Significant Unobservable Inputs Total Assets: Money market funds $ 36,222 $ — $ — $ 36,222 U.S. treasury securities — 153,501 — 153,501 Corporate securities — 4,273 — 4,273 Convertible debt securities (See Note 5) — — 3,652 3,652 Total assets $ 36,222 $ 157,774 $ 3,652 $ 197,648 Liabilities: Contingent consideration $ — $ — $ 227 $ 227 Total liabilities $ — $ — $ 227 $ 227 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | A rollforward of the fair value measurements of the convertible notes for the three months ended March 31, 2023 and 2022, is as follows: Balance as of December 31, 2022 $ 3,652 Additional investment in convertible notes 323 Change in fair value included in other income, net 134 Balance as of March 31, 2023 $ 4,109 Balance as of December 31, 2021 $ 500 Additional investment in convertible notes 2,000 Change in fair value included in other income, net 661 Balance as of March 31, 2022 $ 3,161 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The following table represents the key inputs used in the fair value calculation: As of March 31, 2023 December 31, 2022 Risk free interest rate 5.17 % 4.72 % Projected year of payment 2023 2023 Revenue volatility 21.0 % 20.1 % Discount rate 10.06 % 9.72 % |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | A rollforward of the fair value measurements of the contingent consideration liability for the three months ended March 31, 2023 and 2022 is as follows: Balance as of December 31, 2022 $ 227 Change in fair value and expense recognized for service period rendered (36) Payments made — Balance as of March 31, 2023 $ 191 Balance as of December 31, 2021 $ 424 Change in fair value and expense recognized for service period rendered 106 Payments made — Balance as of March 31, 2022 $ 530 |
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 consists of the following: As of March 31, December 31, Computer equipment $ 10,850 $ 11,133 Furniture and office equipment 1,811 1,738 Leasehold improvements 814 786 Total property and equipment 13,475 13,657 Less: accumulated depreciation and amortization (6,414) (5,581) Property and equipment, net $ 7,061 $ 8,076 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Dilutive Common Stock Equivalents | The following potentially dilutive common stock equivalents have been excluded from the calculation of diluted weighted-average shares outstanding for the three months ended March 31, 2023 and 2022: Three months ended March 31, 2023 2022 Stock options outstanding 7,502,992 6,151,841 Unvested RSAs, RSUs, and PSUs 1,770,736 1,266,479 9,273,728 7,418,320 |
Acquisitions, Intangible Asse_2
Acquisitions, Intangible Assets, and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the purchase price allocation recorded in the Company’s unaudited condensed consolidated balance sheet as of the acquisition date, which was final as of June 30, 2022: Purchase Price Assets acquired Allocation Fair value of tangible assets: Other assets $ 328 Goodwill 4,928 Identifiable intangible assets 5,500 Total assets acquired $ 10,756 Liabilities assumed Current and non-current liabilities $ 756 Total liabilities assumed $ 756 Net assets acquired $ 10,000 |
Schedule of Intangible Assets | Intangible assets consists of the following: As of March 31, 2023 Weighted Average Remaining Gross Net Useful Life Carrying Accumulated Carrying (years) Amount Amortization Amount Developed technology 4.6 $ 4,024 $ (938) $ 3,086 Trade name 4.4 4,038 (835) 3,203 Content 3.0 2,183 (597) 1,586 Customer relationships 2.6 744 (212) 532 Capitalized internal-use software 2.6 4,474 (1,580) 2,894 Total as of March 31, 2023 $ 15,463 $ (4,162) $ 11,301 As of December 31, 2022 Weighted Average Remaining Gross Net Useful Life Carrying Accumulated Carrying (years) Amount Amortization Amount Developed technology 4.8 $ 4,007 $ (765) $ 3,242 Trade name 4.6 3,810 (656) 3,154 Content 3.1 1,958 (471) 1,487 Customer relationships 2.3 600 (159) 441 Capitalized internal-use software 2.6 3,415 (1,453) 1,962 Total as of December 31, 2022 $ 13,790 $ (3,504) $ 10,286 |
Schedule of Future Amortization Expense | As of March 31, 2023, future amortization expense is expected to be as follows: Amount Remainder of 2023 $ 1,981 2024 2,415 2025 2,154 2026 1,507 2027 and thereafter 3,244 Total $ 11,301 |
Schedule of Goodwill | The changes in the carrying value of goodwill during the three months ended March 31, 2023 were as follows: Amount Balance as of January 1, 2023 $ 6,529 Traffic Think Tank acquisition 1,206 Foreign currency translation adjustment 31 Balance as of March 31, 2023 $ 7,766 |
Accrued expenses (Tables)
Accrued expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: As of March 31, December 31, Employee compensation $ 6,127 $ 5,083 Income taxes payable 1,852 1,090 Other taxes payable 9,955 10,101 Vacation reserves 1,144 1,372 Other 151 201 Total accrued expenses $ 19,229 $ 17,847 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved For Future Issuance | As of March 31, 2023, the Company had reserved the following shares of common stock for future issuance: Options outstanding 7,502,992 Options reserved for future issuance 11,028,881 Restricted stock outstanding 53,331 Restricted stock units and performance stock units outstanding 2,895,051 Total authorized shares of common stock reserved for future issuance 21,480,255 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The following table shows stock-based compensation expense by where the stock-based compensation expense is recorded in the Company’s unaudited condensed consolidated statement of operations: Three Months Ended 2023 2022 Cost of revenue $ 17 $ 11 Sales and marketing 528 133 Research and development 343 149 General and administrative 1,908 639 Total stock-based compensation $ 2,796 $ 932 |
Schedule of Weighted-Average Assumptions to Determine Fair Value | The weighted-average assumptions utilized to determine the fair value of options granted to employees are presented in the following table: Three Months Ended March 31, 2023 2022 Expected volatility 63.6 % 52.3 % Weighted-average risk-free interest rate 4.22 % 1.60 % Expected dividend yield — — Expected life – in years 6 6 Three Months Ended March 31, 2023 Risk-free interest rate 2.07 % Volatility 70.00 % Dividend Yield — % Term (years) 4.13 |
Summary of Option Activity | A summary of the Company’s option activity as of March 31, 2023, which all occurred under the 2019 Plan and the 2021 Plan, and changes during the three months then ended are as follows: Number of Options Weighted-Average Exercise Price (per share) Weighted-Average Remaining Contractual Term (in years) Outstanding at December 31, 2022 6,865,265 $ 4.82 7.68 Granted 750,727 7.93 Exercised (88,957) 0.75 Forfeited (24,043) 8.01 Outstanding at March 31, 2023 7,502,992 5.14 7.68 Options exercisable at March 31, 2023 4,384,998 1.82 6.79 |
Summary of Restricted Stock Unit Activity | A summary of RSU activity under the Company’s 2021 Plan for the three months ended March 31, 2023 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Fair Value Unvested balance at January 1, 2023 1,269,743 $ 11.97 $ 15,194 Granted 523,294 8.05 4,213 Vested (71,557) 13.13 940 Forfeited (9,715) 14.67 143 Unvested balance as of March 31, 2023 1,711,765 $ 10.69 $ 18,299 A summary of PSU activity under the Company’s 2021 Plan for the three months ended March 31, 2023 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Fair Value Unvested balance at January 1, 2023 1,283,620 $ 11.22 $ 14,402 Granted — — — Vested — — — Forfeited (100,334) 11.96 1,200 Unvested balance at March 31, 2023 1,183,286 $ 11.63 $ 13,762 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Other Commitments | As of March 31, 2023, future commitments for data services are as follows: As of March 31, 2023 Remainder of 2023 6,706 2024 10,473 2025 11,288 2026 3,008 Total $ 31,475 |
Components of Other Income, N_2
Components of Other Income, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Components of Other Income, Net | The components of other income , net, are as follows: Three Months Ended 2023 2022 Foreign currency exchange loss $ (638) $ (478) Other income, net 2,343 637 Total other income, net $ 1,705 $ 159 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Total Revenue by Geographic Area | Total revenue by geographic area was as follows: Three Months Ended 2023 2022 Revenue: United States $ 34,747 $ 25,822 United Kingdom 7,007 5,877 Other 29,116 25,429 Total revenue $ 70,870 $ 57,128 |
Schedule of Property and Equipment, Net by Geographic Location | Property and equipment, net by geographic location consists of the following: As of March 31, December 31, Property and equipment, net: United States $ 4,977 $ 6,025 Spain 786 832 Czech Republic 449 442 Other 849 777 Total assets $ 7,061 $ 8,076 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Increase (decrease) in deferred revenue | $ 7,017 | |
Revenue recognized that was included in deferred revenue at the beginning of each period | 25,513 | $ 20,696 |
Aggregate amount of transaction price | $ 1,773 | |
Amortization period of deferred contract costs | 24 months | |
Foreign currency exchange loss | $ (638) | $ (478) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Aggregate amount of transaction price | $ 1,535 | |
Remaining performance obligation, expected timing of satisfaction | 12 months |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 56,889 | $ 79,765 | $ 259,824 | |
Restricted cash included in “other assets” | 0 | 115 | ||
Total cash, cash equivalents and restricted cash, at end of period | $ 56,889 | $ 79,765 | $ 259,939 | $ 269,841 |
Cash, Cash Equivalents, and I_3
Cash, Cash Equivalents, and Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost, Cash and cash equivalents | $ 56,889 | $ 79,765 | $ 259,824 |
Amortized Cost, Investments | 175,624 | 157,899 | |
Amortized Cost, Total cash, cash equivalents and investments | 232,513 | 237,664 | |
Gross Unrealized Gains | 2 | 5 | |
Gross Unrealized Losses | (210) | (130) | |
Estimated Fair Value, Cash and cash equivalents | 56,889 | 79,765 | |
Estimated Fair Value, Investments | 175,416 | 157,774 | |
Estimated Fair Value, Total cash, cash equivalents and investments | 232,305 | 237,539 | |
U.S. treasury securities | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost, Investments | 175,624 | 153,604 | |
Gross Unrealized Gains | 2 | 5 | |
Gross Unrealized Losses | (210) | (108) | |
Estimated Fair Value, Investments | $ 175,416 | 153,501 | |
Corporate securities | |||
Debt Securities, Available-for-Sale [Line Items] | |||
Amortized Cost, Investments | 4,295 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (22) | ||
Estimated Fair Value, Investments | $ 4,273 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 783 |
Short-term lease cost | 368 |
Variable lease cost | 1,542 |
Total lease cost | $ 2,693 |
Leases - Finance Lease Cost (De
Leases - Finance Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Leases [Abstract] | |
Amortization of lease assets | $ 571 |
Interest on lease liabilities | 28 |
Total finance lease cost | $ 599 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term and Discount Rate of Leases (Details) | Mar. 31, 2023 |
Weighted-average remaining lease term (in years) | |
Operating leases | 3 years 8 months 12 days |
Finance leases | 1 year 4 months 24 days |
Weighted-average discount rate | |
Operating leases | 5.20% |
Finance leases | 3.80% |
Leases - Future Minimum Amounts
Leases - Future Minimum Amounts Payable (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Operating Leases | |
Remainder of 2023 | $ 2,924 |
2024 | 3,023 |
2025 | 2,589 |
2026 | 2,628 |
2027 | 1,172 |
Thereafter | 154 |
Total lease payments | 12,490 |
Less: imputed interest | (788) |
Total lease liabilities | 11,702 |
Finance Leases | |
Remainder of 2023 | 1,596 |
2024 | 866 |
2025 | 194 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total lease payments | 2,656 |
Less: imputed interest | (114) |
Total lease liabilities | $ 2,542 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other current liabilities, Other long-term liabilities |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Rent expense | $ 1,151 | $ 1,333 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Cash and cash equivalents | $ 56,889 | $ 79,765 |
Short-term investments | 175,416 | 157,774 |
U.S. treasury securities | ||
Assets: | ||
Short-term investments | 175,416 | 153,501 |
Corporate securities | ||
Assets: | ||
Short-term investments | 4,273 | |
Fair Value, Recurring | ||
Assets: | ||
Total assets | 226,143 | 197,648 |
Liabilities: | ||
Contingent consideration | 191 | 227 |
Total liabilities | 191 | 227 |
Fair Value, Recurring | U.S. treasury securities | ||
Assets: | ||
Short-term investments | 175,416 | 153,501 |
Fair Value, Recurring | Corporate securities | ||
Assets: | ||
Short-term investments | 4,273 | |
Fair Value, Recurring | Convertible debt securities | ||
Assets: | ||
Short-term investments | 4,109 | 3,652 |
Fair Value, Recurring | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 46,618 | 36,222 |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs) | ||
Assets: | ||
Total assets | 46,618 | 36,222 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs) | U.S. treasury securities | ||
Assets: | ||
Short-term investments | 0 | 0 |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs) | Corporate securities | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs) | Convertible debt securities | ||
Assets: | ||
Short-term investments | 0 | 0 |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 46,618 | 36,222 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2 Inputs) | ||
Assets: | ||
Total assets | 175,416 | 157,774 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2 Inputs) | U.S. treasury securities | ||
Assets: | ||
Short-term investments | 175,416 | 153,501 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2 Inputs) | Corporate securities | ||
Assets: | ||
Short-term investments | 4,273 | |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2 Inputs) | Convertible debt securities | ||
Assets: | ||
Short-term investments | 0 | 0 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2 Inputs) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3 Inputs) | ||
Assets: | ||
Total assets | 4,109 | 3,652 |
Liabilities: | ||
Contingent consideration | 191 | 227 |
Total liabilities | 191 | 227 |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3 Inputs) | U.S. treasury securities | ||
Assets: | ||
Short-term investments | 0 | 0 |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3 Inputs) | Corporate securities | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3 Inputs) | Convertible debt securities | ||
Assets: | ||
Short-term investments | 4,109 | 3,652 |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3 Inputs) | Money market funds | ||
Assets: | ||
Cash and cash equivalents | $ 0 | $ 0 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Convertible notes - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 3,652 | $ 500 |
Additional investment in convertible notes | 323 | 2,000 |
Change in fair value included in other income, net | 134 | 661 |
Ending balance | $ 4,109 | $ 3,161 |
Fair Value Measurement - Fair_2
Fair Value Measurement - Fair Value Inputs (Details) $ in Thousands | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Risk free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.0517 | 0.0472 |
Revenue volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.210 | 0.201 |
Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.1006 | 0.0972 |
Prowly | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration | $ 191 | $ 227 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Prowly - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | ||
Contingent consideration, service period | 3 years | |
Contingent Consideration Liability | ||
Fair Value of Contingent Consideration Liability [Roll Forward] | ||
Beginning balance | $ 227 | $ 424 |
Change in fair value and expense recognized for service period rendered | (36) | 106 |
Payments made | 0 | 0 |
Ending balance | $ 191 | $ 530 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 13,475 | $ 13,657 |
Less: accumulated depreciation and amortization | (6,414) | (5,581) |
Property and equipment, net | 7,061 | 8,076 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 10,850 | 11,133 |
Furniture and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,811 | 1,738 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 814 | $ 786 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 838 | $ 812 |
Other Assets - Investments in C
Other Assets - Investments in Convertible Debt (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2023 USD ($) | Feb. 28, 2022 USD ($) | Jan. 31, 2021 USD ($) security | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||
Number of convertible debt securities | security | 2 | ||||
Investment in convertible debt securities | $ 323 | $ 2,000 | $ 500 | $ 323 | $ 2,000 |
Investment interest rate | 9% | 6% | 6% | 9% | |
Change in fair value of the convertible notes | $ 134 | $ 661 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Potentially Dilutive Common Stock Equivalents (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents (in shares) | 9,273,728 | 7,418,320 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents (in shares) | 7,502,992 | 6,151,841 |
RSAs, RSUs, and PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents (in shares) | 1,770,736 | 1,266,479 |
Performance stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common stock equivalents (in shares) | 1,328,021 | 500,887 |
Acquisitions, Intangible Asse_3
Acquisitions, Intangible Assets, and Goodwill - Acquisitions Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Aug. 23, 2024 | Feb. 23, 2024 | Feb. 23, 2023 | Mar. 14, 2022 | Jan. 13, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Trade name | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life (in years) | 4 years 4 months 24 days | 4 years 7 months 6 days | ||||||
Content | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life (in years) | 3 years | 3 years 1 month 6 days | ||||||
Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life (in years) | 2 years 7 months 6 days | 2 years 3 months 18 days | ||||||
Traffic Think Tank | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 1,800 | |||||||
Identifiable intangible assets | $ 594 | |||||||
Traffic Think Tank | Forecast | Subsequent event | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 360 | $ 360 | ||||||
Traffic Think Tank | Trade name | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life (in years) | 6 years | |||||||
Traffic Think Tank | Content | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life (in years) | 4 years | |||||||
Traffic Think Tank | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life (in years) | 5 years | |||||||
Kompyte | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangible assets | $ 5,500 | $ 5,500 | ||||||
Outstanding capital acquired (as percent) | 100% | |||||||
Cash consideration for acquisition | $ 10,000 | |||||||
Kompyte | Trade name | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life (in years) | 6 years | |||||||
Kompyte | Developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life (in years) | 6 years | |||||||
Kompyte | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life (in years) | 3 years | |||||||
Backlinko | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangible assets | $ 3,915 | |||||||
Cash consideration for acquisition | $ 4,000 | |||||||
Backlinko | Trade name | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life (in years) | 5 years | |||||||
Backlinko | Content | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life (in years) | 4 years |
Acquisitions, Intangible Asse_4
Acquisitions, Intangible Assets, and Goodwill - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 14, 2022 |
Fair value of tangible assets: | ||||
Goodwill | $ 7,766 | $ 6,529 | ||
Kompyte | ||||
Fair value of tangible assets: | ||||
Other assets | $ 328 | |||
Goodwill | 4,928 | |||
Identifiable intangible assets | 5,500 | $ 5,500 | ||
Total assets acquired | 10,756 | |||
Liabilities assumed | ||||
Current and non-current liabilities | 756 | |||
Total liabilities assumed | 756 | |||
Net assets acquired | $ 10,000 |
Acquisitions, Intangible Asse_5
Acquisitions, Intangible Assets, and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 15,463 | $ 13,790 |
Accumulated amortization | (4,162) | (3,504) |
Net carrying amount | $ 11,301 | $ 10,286 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (years) | 4 years 7 months 6 days | 4 years 9 months 18 days |
Gross carrying amount | $ 4,024 | $ 4,007 |
Accumulated amortization | (938) | (765) |
Net carrying amount | $ 3,086 | $ 3,242 |
Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (years) | 4 years 4 months 24 days | 4 years 7 months 6 days |
Gross carrying amount | $ 4,038 | $ 3,810 |
Accumulated amortization | (835) | (656) |
Net carrying amount | $ 3,203 | $ 3,154 |
Content | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (years) | 3 years | 3 years 1 month 6 days |
Gross carrying amount | $ 2,183 | $ 1,958 |
Accumulated amortization | (597) | (471) |
Net carrying amount | $ 1,586 | $ 1,487 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (years) | 2 years 7 months 6 days | 2 years 3 months 18 days |
Gross carrying amount | $ 744 | $ 600 |
Accumulated amortization | (212) | (159) |
Net carrying amount | $ 532 | $ 441 |
Capitalized internal-use software | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (years) | 2 years 7 months 6 days | 2 years 7 months 6 days |
Gross carrying amount | $ 4,474 | $ 3,415 |
Accumulated amortization | (1,580) | (1,453) |
Net carrying amount | $ 2,894 | $ 1,962 |
Acquisitions, Intangible Asse_6
Acquisitions, Intangible Assets, and Goodwill - Intangible Assets, Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 522 | $ 273 |
Software development | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Capitalized software development costs | 1,056 | 415 |
Amortization expense associated with capitalized development costs | $ 127 | $ 131 |
Acquisitions, Intangible Asse_7
Acquisitions, Intangible Assets, and Goodwill - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of 2023 | $ 1,981 | |
2024 | 2,415 | |
2025 | 2,154 | |
2026 | 1,507 | |
2027 and thereafter | 3,244 | |
Net carrying amount | $ 11,301 | $ 10,286 |
Acquisitions, Intangible Asse_8
Acquisitions, Intangible Assets, and Goodwill - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Balance as of January 1, 2023 | $ 6,529 |
Traffic Think Tank acquisition | 1,206 |
Foreign currency translation adjustment | 31 |
Balance as of March 31, 2023 | $ 7,766 |
Exit Costs (Details)
Exit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Exit costs | $ 983 | $ 0 |
Accrued expenses (Details)
Accrued expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Employee compensation | $ 6,127 | $ 5,083 |
Income taxes payable | 1,852 | 1,090 |
Other taxes payable | 9,955 | 10,101 |
Vacation reserves | 1,144 | 1,372 |
Other | 151 | 201 |
Total accrued expenses | $ 19,229 | $ 17,847 |
Revolving Credit Facility (Deta
Revolving Credit Facility (Details) - JPMorgan Chase Bank, N.A. - USD ($) | 3 Months Ended | ||
Jan. 12, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Fee on undrawn amounts | 0.25% | ||
Interest expense | $ 39,000 | $ 81,000 | |
Revolving Credit Facility | LIBOR | |||
Line of Credit Facility [Line Items] | |||
Variable interest rate floor | 0.50% | ||
Margin on variable interest rate | 2.75% | ||
Margin on variable interest rate, prior to initial public offering or positive adjusted EBITDA | 3.50% | ||
Revolving Credit Facility | Base Rate | |||
Line of Credit Facility [Line Items] | |||
Variable interest rate floor | 3.25% | ||
Variable interest rate floor, prior to initial public offering or positive adjusted EBITDA | 1.50% | ||
Margin on variable interest rate | 0% | ||
Margin on variable interest rate, prior to initial public offering or positive adjusted EBITDA | 2.50% | ||
Revolving Credit Facility | JP Morgan Chase Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 45,000,000 | ||
Advance rate | 400% | ||
Term | 3 years | ||
Letter of Credit Sub-Facility | JP Morgan Chase Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 5,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 797 | $ 140 |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Common Stock Reserved for Future Issuance (Details) | Mar. 31, 2023 shares |
Class of Stock [Line Items] | |
Total authorized shares of common stock reserved for future issuance (in shares) | 21,480,255 |
Options outstanding | |
Class of Stock [Line Items] | |
Total authorized shares of common stock reserved for future issuance (in shares) | 7,502,992 |
Options reserved for future issuance | |
Class of Stock [Line Items] | |
Total authorized shares of common stock reserved for future issuance (in shares) | 11,028,881 |
Restricted stock outstanding | |
Class of Stock [Line Items] | |
Total authorized shares of common stock reserved for future issuance (in shares) | 53,331 |
Restricted stock units and performance stock units outstanding | |
Class of Stock [Line Items] | |
Total authorized shares of common stock reserved for future issuance (in shares) | 2,895,051 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Feb. 28, 2023 | Jan. 01, 2023 | Jul. 28, 2020 | Jul. 31, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ 2,796,000 | $ 932,000 | ||||||
Expected dividend yield | 0% | 0% | ||||||
Weighted-average grant date fair value of options granted (in dollars per share) | $ 4.93 | $ 6.32 | ||||||
Tax benefit | $ 0 | $ 0 | ||||||
Aggregate intrinsic value of options outstanding | 42,633,000 | $ 32,721,000 | ||||||
Aggregate intrinsic value of options exercised | 708,000 | 2,154,000 | ||||||
Aggregate intrinsic value of options exercisable | $ 37,161,000 | $ 27,919,000 | ||||||
Vested (in shares) | 103,521 | |||||||
Class A Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Issuance of shares in connection with ESPP (in shares) | 38,879 | |||||||
Restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards granted (in shares) | 523,294 | |||||||
Vested (in shares) | 71,557 | |||||||
Performance stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 4 years | |||||||
Stock-based compensation | $ 24,000 | |||||||
Expected dividend yield | 0% | |||||||
Awards granted (in shares) | 0 | |||||||
Vested (in shares) | 0 | |||||||
Restricted stock outstanding | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards granted (in shares) | 156,852 | |||||||
Fair value of awards granted | $ 291,000 | |||||||
Service period | 3 years | |||||||
ESPP | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares reserved and authorized (in shares) | 3,000,667 | |||||||
Percent of outstanding shares | 1% | |||||||
Stock-based compensation | $ 33,000 | $ 81,000 | ||||||
2019 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares reserved and authorized (in shares) | 10,163,772 | 8,682,600 | ||||||
Award vesting period | 4 years | |||||||
Award expiration period | 10 years | |||||||
Unrecognized compensation cost on stock options | $ 1,119,000 | |||||||
2021 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares reserved and authorized (in shares) | 17,003,001 | 13,503,001 | ||||||
Percent of outstanding shares | 5% | |||||||
Number of additional shares authorized | 3,500,000 | |||||||
Unrecognized compensation cost on stock options | $ 13,575,000 | |||||||
2021 Plan | Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation cost, period of recognition | 3 years 2 months 23 days | 1 year 6 months 10 days | ||||||
2021 Plan | Restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation cost, period of recognition | 3 years 2 months 1 day | |||||||
Unrecognized compensation cost, other than options | $ 15,334,000 | |||||||
2021 Plan | Restricted stock units | Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation | $ 1,191,000 | $ 315,000 | ||||||
Awards granted (in shares) | 523,294 | 937,506 | ||||||
2021 Plan | Performance stock units | Employee | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Awards granted (in shares) | 500,887 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (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 | $ 2,796 | $ 932 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 17 | 11 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 528 | 133 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 343 | 149 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 1,908 | $ 639 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Weighted-Average Assumptions to Determine Fair Value (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Expected volatility | 63.60% | 52.30% |
Weighted-average risk-free interest rate | 4.22% | 1.60% |
Expected dividend yield | 0% | 0% |
Expected life – in years | 6 years | 6 years |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of Options | ||
Outstanding (in shares) | 6,865,265 | |
Granted (in shares) | 750,727 | |
Exercised (in shares) | (88,957) | |
Forfeited (in shares) | (24,043) | |
Outstanding (in shares) | 7,502,992 | 6,865,265 |
Options exercisable (in shares) | 4,384,998 | |
Weighted-Average Exercise Price (per share) | ||
Outstanding (in dollars per share) | $ 4.82 | |
Granted (in dollars per share) | 7.93 | |
Exercised (in dollars per share) | 0.75 | |
Forfeited (in dollars per share) | 8.01 | |
Outstanding (in dollars per share) | 5.14 | $ 4.82 |
Options exercisable (in dollars per share) | $ 1.82 | |
Weighted-Average Remaining Contractual Term (in years) | ||
Outstanding (in years) | 7 years 8 months 4 days | 7 years 8 months 4 days |
Options exercisable (in years) | 6 years 9 months 14 days |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Restricted Stock Unit Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Number of Shares | |
Vested (in shares) | (103,521) |
Restricted stock units and performance stock units outstanding | |
Number of Shares | |
Unvested beginning balance (in shares) | 1,269,743 |
Granted (in shares) | 523,294 |
Vested (in shares) | (71,557) |
Forfeited (in shares) | (9,715) |
Unvested ending balance (in shares) | 1,711,765 |
Weighted-Average Grant Date Fair Value | |
Unvested beginning balance (in dollars per share) | $ / shares | $ 11.97 |
Granted (in dollars per share) | $ / shares | 8.05 |
Vested (in dollars per share) | $ / shares | 13.13 |
Forfeited (in dollars per share) | $ / shares | 14.67 |
Unvested ending balance (in dollars per share) | $ / shares | $ 10.69 |
Aggregate Fair Value | |
Unvested balance at January 1, 2023 | $ | $ 15,194 |
Granted | $ | 4,213 |
Vested | $ | 940 |
Forfeited | $ | 143 |
Unvested balance as of March 31, 2023 | $ | $ 18,299 |
Performance stock units | |
Number of Shares | |
Unvested beginning balance (in shares) | 1,283,620 |
Granted (in shares) | 0 |
Vested (in shares) | 0 |
Forfeited (in shares) | (100,334) |
Unvested ending balance (in shares) | 1,183,286 |
Weighted-Average Grant Date Fair Value | |
Unvested beginning balance (in dollars per share) | $ / shares | $ 11.22 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 11.96 |
Unvested ending balance (in dollars per share) | $ / shares | $ 11.63 |
Aggregate Fair Value | |
Unvested balance at January 1, 2023 | $ | $ 14,402 |
Granted | $ | 0 |
Vested | $ | 0 |
Forfeited | $ | 1,200 |
Unvested balance as of March 31, 2023 | $ | $ 13,762 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Weighted-Average Assumptions to Determine Fair Value (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 4.22% | 1.60% |
Volatility | 63.60% | 52.30% |
Dividend Yield | 0% | 0% |
Term (years) | 6 years | 6 years |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.07% | |
Volatility | 70% | |
Dividend Yield | 0% | |
Term (years) | 4 years 1 month 17 days |
Commitments and Contingencies -
Commitments and Contingencies - Other Commitments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2023 | $ 6,706 |
2024 | 10,473 |
2025 | 11,288 |
2026 | 3,008 |
Total | $ 31,475 |
Components of Other Income, N_3
Components of Other Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | ||
Foreign currency exchange loss | $ (638) | $ (478) |
Other income, net | 2,343 | 637 |
Total other income, net | $ 1,705 | $ 159 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Matching contributions | $ 308 | $ 510 |
Segment and Geographic Inform_3
Segment and Geographic Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information - Geographic Data (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 70,870 | $ 57,128 | |
Total assets | 7,061 | $ 8,076 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 34,747 | 25,822 | |
Total assets | 4,977 | 6,025 | |
United Kingdom | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 7,007 | 5,877 | |
Spain | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total assets | 786 | 832 | |
Czech Republic | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total assets | 449 | 442 | |
Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 29,116 | $ 25,429 | |
Total assets | $ 849 | $ 777 |