Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40643 | |
Entity Registrant Name | Outbrain Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5391629 | |
Entity Address, Address Line One | 111 West 19th Street, | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | (646) | |
Local Phone Number | 859-8594 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | OB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 55,151,688 | |
Entity Central Index Key | 0001454938 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 111,334 | $ 93,641 |
Accounts receivable, net of allowances | 168,127 | 165,449 |
Prepaid expenses and other current assets | 22,202 | 18,326 |
Total current assets | 301,663 | 277,416 |
Property, equipment and capitalized software, net | 23,460 | 24,756 |
Intangible assets, net | 7,426 | 9,812 |
Goodwill | 32,881 | 32,881 |
Other assets | 12,383 | 11,621 |
TOTAL ASSETS | 377,813 | 356,486 |
CURRENT LIABILITIES: | ||
Accounts payable | 131,171 | 118,491 |
Accrued compensation and benefits | 17,910 | 23,000 |
Accrued and other current liabilities | 93,321 | 109,747 |
Deferred revenue | 5,513 | 5,512 |
Total current liabilities | 247,915 | 256,750 |
Other liabilities | 16,587 | 17,105 |
TOTAL LIABILITIES | 264,502 | 273,855 |
Commitments and Contingencies (Note 8) | ||
Convertible preferred stock, par value of $0.001 per share, Series A, B, C, D, E, F, G and H — aggregate of 27,766,563 shares authorized as of June 30, 2021 and December 31, 2020; and aggregate of 27,652,449 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 162,444 | 162,444 |
STOCKHOLDERS’ DEFICIT: | ||
Common stock, par value of $0.001 per share — 65,183,785 shares authorized as of June 30, 2021 and December 31, 2020; 17,764,264 and 17,158,802 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 18 | 17 |
Additional paid-in capital | 97,277 | 92,705 |
Accumulated other comprehensive loss | (4,130) | (4,290) |
Accumulated deficit | (142,298) | (168,245) |
TOTAL STOCKHOLDERS’ DEFICIT | (49,133) | (79,813) |
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | $ 377,813 | $ 356,486 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 27,766,563 | 27,766,563 |
Convertible preferred stock, shares issued | 27,652,449 | 27,652,449 |
Convertible preferred stock, shares outstanding | 27,652,449 | 27,652,449 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 65,183,785 | 65,183,785 |
Common stock, shares issued | 17,764,264 | 17,158,802 |
Common stock, shares outstanding | 17,764,264 | 17,158,802 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 247,153 | $ 157,862 | $ 475,177 | $ 335,194 |
Traffic acquisition costs | 180,324 | 118,140 | 347,937 | 254,946 |
Other cost of revenue | 7,767 | 7,648 | 14,709 | 15,521 |
Total cost of revenue | 188,091 | 125,788 | 362,646 | 270,467 |
Gross profit | 59,062 | 32,074 | 112,531 | 64,727 |
Operating expenses: | ||||
Research and development | 8,474 | 6,903 | 16,902 | 13,885 |
Sales and marketing | 21,186 | 17,816 | 41,054 | 38,111 |
General and administrative | 12,247 | 7,056 | 22,640 | 21,949 |
Total operating expenses | 41,907 | 31,775 | 80,596 | 73,945 |
Income (loss) from operations | 17,155 | 299 | 31,935 | (9,218) |
Other income (expense), net: | ||||
Interest expense | (189) | (266) | (359) | (431) |
Interest income and other income (expense), net | (943) | (685) | (3,196) | 556 |
Total other income (expense), net | (1,132) | (951) | (3,555) | 125 |
Income (loss) before provision for income taxes | 16,023 | (652) | 28,380 | (9,093) |
Provision for income taxes | 822 | 1,971 | 2,433 | 3,100 |
Net income (loss) | $ 15,201 | $ (2,623) | $ 25,947 | $ (12,193) |
Net income (loss) per common share: | ||||
Basic (in usd per share) | $ 0.34 | $ (0.16) | $ 0.58 | $ (0.73) |
Diluted (in usd per share) | $ 0.28 | $ (0.16) | $ 0.51 | $ (0.73) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 15,201 | $ (2,623) | $ 25,947 | $ (12,193) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (1,060) | 155 | 160 | (1,682) |
Comprehensive income (loss) | $ 14,141 | $ (2,468) | $ 26,107 | $ (13,875) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Convertible Preferred Stock, Balance - beginning of period (in shares) at Dec. 31, 2019 | 27,652,449 | ||||
Convertible Preferred Stock, Balance - beginning of period at Dec. 31, 2019 | $ 162,444 | ||||
Convertible Preferred Stock, Balance - end of period (in shares) at Jun. 30, 2020 | 27,652,449 | ||||
Convertible Preferred Stock, Balance - end of period at Jun. 30, 2020 | $ 162,444 | ||||
Balance - beginning of period (in shares) at Dec. 31, 2019 | 16,584,315 | ||||
Balance - beginning of period at Dec. 31, 2019 | (89,662) | $ 17 | $ 88,446 | $ (5,523) | $ (172,602) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of employee stock options (in shares) | 100,525 | ||||
Issuance of common stock upon exercise of employee stock options | 438 | 438 | |||
Issuance of common stock upon vesting of restricted stock units (in shares) | 147,975 | ||||
Stock-based compensation | 1,833 | 1,833 | |||
Other comprehensive income (loss) | (1,682) | (1,682) | |||
Net income (loss) | (12,193) | (12,193) | |||
Other | (6) | (6) | |||
Balance - end of period (in shares) at Jun. 30, 2020 | 16,832,815 | ||||
Balance - end of period at Jun. 30, 2020 | $ (101,272) | $ 17 | 90,717 | (7,205) | (184,801) |
Convertible Preferred Stock, Balance - beginning of period (in shares) at Mar. 31, 2020 | 27,652,449 | ||||
Convertible Preferred Stock, Balance - beginning of period at Mar. 31, 2020 | $ 162,444 | ||||
Convertible Preferred Stock, Balance - end of period (in shares) at Jun. 30, 2020 | 27,652,449 | ||||
Convertible Preferred Stock, Balance - end of period at Jun. 30, 2020 | $ 162,444 | ||||
Balance - beginning of period (in shares) at Mar. 31, 2020 | 16,716,692 | ||||
Balance - beginning of period at Mar. 31, 2020 | (99,924) | $ 17 | 89,599 | (7,360) | (182,180) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of employee stock options (in shares) | 42,289 | ||||
Issuance of common stock upon exercise of employee stock options | 115 | 115 | |||
Issuance of common stock upon vesting of restricted stock units (in shares) | 73,834 | ||||
Stock-based compensation | 1,003 | 1,003 | |||
Other comprehensive income (loss) | 155 | 155 | |||
Net income (loss) | (2,623) | (2,623) | |||
Other | 2 | 2 | |||
Balance - end of period (in shares) at Jun. 30, 2020 | 16,832,815 | ||||
Balance - end of period at Jun. 30, 2020 | $ (101,272) | $ 17 | 90,717 | (7,205) | (184,801) |
Convertible Preferred Stock, Balance - beginning of period (in shares) at Dec. 31, 2020 | 27,652,449 | ||||
Convertible Preferred Stock, Balance - beginning of period at Dec. 31, 2020 | $ 162,444 | ||||
Convertible Preferred Stock, Balance - end of period (in shares) at Jun. 30, 2021 | 27,652,449 | ||||
Convertible Preferred Stock, Balance - end of period at Jun. 30, 2021 | $ 162,444 | ||||
Balance - beginning of period (in shares) at Dec. 31, 2020 | 17,158,802 | 17,158,802 | |||
Balance - beginning of period at Dec. 31, 2020 | $ (79,813) | $ 17 | 92,705 | (4,290) | (168,245) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of employee stock options (in shares) | 422,231 | 395,891 | |||
Issuance of common stock upon exercise of employee stock options | $ 1,534 | $ 1 | 1,533 | ||
Issuance of common stock upon vesting of restricted stock units (in shares) | 209,571 | ||||
Stock-based compensation | 3,039 | 3,039 | |||
Other comprehensive income (loss) | 160 | 160 | |||
Net income (loss) | $ 25,947 | 25,947 | |||
Balance - end of period (in shares) at Jun. 30, 2021 | 17,764,264 | 17,764,264 | |||
Balance - end of period at Jun. 30, 2021 | $ (49,133) | $ 18 | 97,277 | (4,130) | (142,298) |
Convertible Preferred Stock, Balance - beginning of period (in shares) at Mar. 31, 2021 | 27,652,449 | ||||
Convertible Preferred Stock, Balance - beginning of period at Mar. 31, 2021 | $ 162,444 | ||||
Convertible Preferred Stock, Balance - end of period (in shares) at Jun. 30, 2021 | 27,652,449 | ||||
Convertible Preferred Stock, Balance - end of period at Jun. 30, 2021 | $ 162,444 | ||||
Balance - beginning of period (in shares) at Mar. 31, 2021 | 17,367,049 | ||||
Balance - beginning of period at Mar. 31, 2021 | (66,012) | $ 17 | 94,540 | (3,070) | (157,499) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of employee stock options (in shares) | 292,745 | ||||
Issuance of common stock upon exercise of employee stock options | 1,238 | $ 1 | 1,237 | ||
Issuance of common stock upon vesting of restricted stock units (in shares) | 104,470 | ||||
Stock-based compensation | 1,500 | 1,500 | |||
Other comprehensive income (loss) | (1,060) | (1,060) | |||
Net income (loss) | $ 15,201 | 15,201 | |||
Balance - end of period (in shares) at Jun. 30, 2021 | 17,764,264 | 17,764,264 | |||
Balance - end of period at Jun. 30, 2021 | $ (49,133) | $ 18 | $ 97,277 | $ (4,130) | $ (142,298) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 25,947 | $ (12,193) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 3,285 | 3,402 |
Amortization of capitalized software development costs | 4,092 | 3,627 |
Amortization of intangible assets | 1,818 | 2,401 |
Loss (gain) on sale of assets | 4 | (1,112) |
Stock-based compensation | 2,948 | 1,858 |
Provision for doubtful accounts | 1,385 | 1,128 |
Deferred income taxes | (602) | (221) |
Other | 3,211 | (1,492) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,852) | 37,373 |
Prepaid expenses and other current assets | (4,565) | (941) |
Other assets | (465) | (1,494) |
Accounts payable | 12,380 | (1,817) |
Accrued and other current liabilities | (21,201) | 5,893 |
Deferred revenue | (7) | 937 |
Other | 483 | 454 |
Net cash provided by operating activities | 24,861 | 37,803 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (676) | (1,175) |
Capitalized software development costs | (5,089) | (4,468) |
Proceeds from sale of assets | 0 | 1,117 |
Other | (31) | (30) |
Net cash used in investing activities | (5,796) | (4,556) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of common stock options and warrants | 1,542 | 405 |
Deferred financing costs | (494) | 0 |
Principal payments on capital obligation arrangements | (2,273) | (2,606) |
Borrowings on revolving credit facility | 0 | 10,000 |
Net cash (used in) provided by financing activities | (1,225) | 7,799 |
Effect of exchange rate changes | (161) | (1,312) |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 17,679 | 39,734 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — Beginning of period | 94,067 | 49,982 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH — End of period | 111,746 | 89,716 |
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH TO THE CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Cash and cash equivalents | 111,334 | 89,327 |
Restricted cash, included in other assets | 412 | 389 |
Total cash, cash equivalents, and restricted cash | 111,746 | 89,716 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes, net of refunds | 1,958 | 462 |
Cash paid for interest | 331 | 390 |
Stock-based compensation capitalized for software development costs | 85 | 110 |
Purchases of property and equipment included in accounts payable | 57 | 71 |
Property and equipment financed under capital obligation arrangements | $ 1,837 | $ 2,532 |
Organization, Description of Bu
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Issued Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Issued Accounting Pronouncements | Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Issued Accounting Pronouncements Organization and Description of Business Outbrain Inc., together with our subsidiaries, (“Outbrain”, the “Company”, “we”, “our” or “us”) was incorporated in August 2006 in Delaware. The Company is headquartered in New York, New York and has wholly-owned subsidiaries in Israel, Europe, Asia, Brazil and Australia. Outbrain is a leading recommendation platform powering the open web. Our platform provides personalized recommendations that appear as links to content, advertisements and videos on media owners’ online properties. We generate revenue from marketers through user engagements with promoted recommendations that we deliver across a variety of third-party media owners’ properties. We pay traffic acquisition costs to our media owner partners on whose digital properties the recommendations are shown. Our advertiser solutions are mainly priced using a performance-based model based on the actual number of engagements generated by users, which is highly dependent on our ability to generate trustworthy and interesting recommendations to individual users based on our proprietary algorithms. A small portion of our revenue is generated through advertisers participating in programmatic auctions wherein the pricing is determined by the auction results and not dependent on user engagement. Basis of Presentation The accompanying condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and are unaudited. Certain information and disclosures normally included in condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2020. In July 2021, the Company completed a 1-for-1.7 reverse stock split of its common and convertible preferred stock. All shares presented within these condensed consolidated financial statements have been adjusted to reflect the reverse stock split for all periods presented. See Note 22, “Subsequent Events” for additional information. Offering Costs In connection with the Company’s initial public offering (“IPO”), the Company incurred certain accounting, legal, and financing costs directly related to the offering. Such costs will be recorded against the proceeds from the offering. In July 2021, the Company completed its IPO. See Note 11, “Subsequent Events” for additional information. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. Estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, the allowance for doubtful accounts, sales allowance, software development costs eligible for capitalization, valuation of deferred tax assets, the useful lives of property and equipment, the useful lives and fair value of intangible assets and goodwill, the fair value of stock-based awards, the recognition and measurement of income tax uncertainties and other contingencies. Actual results could differ materially from these estimates. Certain Risks and Concentrations Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents, restricted cash and accounts receivable. Our cash and cash equivalents and restricted cash are generally invested in high-credit quality financial instruments with both banks and financial institutions to reduce the amount of exposure to any single financial institution. We generally do not require collateral to secure accounts receivable. No single marketer accounted for 10% or more of our total revenue for the three months and six months ended June 30, 2021 or June 30, 2020, or for 10% or more of our gross accounts receivable balance as of June 30, 2021 or December 31, 2020. For the three months and six months ended June 30, 2021, one media owner individually accounted for approximately 10% and 11%, respectively, of our total traffic acquisition costs. For the three months ended June 30, 2020, two media owners each individually accounted for 10% and 14% of our total traffic acquisition costs , and each accounted for 12% and 14% of our total traffic acquisition costs for the six months ended June 30, 2020. Segment Information We have a single operating and reporting segment. Our chief operating decision maker is our Co-Chief Executive Officer who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis. Recently Issued Accounting Pronouncements Under the JOBS Act, the Company meets the definition of an emerging growth company and can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the Company is no longer an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period. Recently adopted accounting pronouncements On January 1, 2021, we early adopted Accounting Standards Update (“ASU”) 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplified the accounting for convertible debt instruments by reducing the number of accounting models used to allocate proceeds from five to three, removing certain conditions for equity classification and amending earnings per share calculations to assume share settlement and to require the if-converted method to be applied to all for convertible debt instruments. The adoption of this standard did not have an impact on our consolidated financial statements as of the date of adoption. We will apply this guidance to our Convertible Notes upon consummation of our IPO. Recently issued accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months, regardless of their classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes the previous leases standard, Leases (Topic 840). In June 2020 the FASB issued ASU 2020-05 Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities. The amendments in this update defer the effective date of ASU 2016-02 for private companies to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application continues to be permitted. The Company plans to adopt this standard on January 1, 2022, as required. The Company is in the process of analyzing its lease portfolio and assessing the impacts of adoption on its consolidated financial statements. The Company expects its assets and liabilities to increase in connection with the recording of right-of-use assets and lease liabilities upon adoption of this standard. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires consideration of forward-looking information to calculate credit loss estimates. These changes will result in an earlier recognition of credit losses. The Company's financial assets held at amortized cost include accounts receivable. The amendments in ASU 2020-05 deferred the effective date for Topic 326 to fiscal years beginning after December 15, 2022. The Company plans to adopt this standard on the earlier of January 1, 2023 or on losing its emerging growth company status. The Company does not expect the adoption of this standard will have a material impact on the consolidated financial statements or related disclosures. See Note 1 to the Company’s audited consolidated financial statements for the year ended December 31, 2020 in our final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on July 23, 2021 for a complete disclosure of the Company’s significant accounting policies. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following table presents total revenue based on where our marketers are physically located: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) (In thousands) USA $ 92,991 $ 62,231 $ 171,078 $ 127,781 Europe, the Middle East and Africa (EMEA) 126,033 79,347 252,578 169,824 Other 28,129 16,284 51,521 37,589 Total revenue $ 247,153 $ 157,862 $ 475,177 $ 335,194 Contract Balances |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table sets forth the fair value of our financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy: June 30, 2021 Level I Level II Level III Total (In thousands) Financial Assets: Restricted time deposit (1) $ — $ 412 $ — $ 412 Severance pay fund deposits (1) $ — $ 5,239 $ — $ 5,239 Total financial assets $ — $ 5,651 $ — $ 5,651 Financial Liabilities: Foreign currency forward contract (2) $ — $ 40 $ — $ 40 Total financial liabilities $ — $ 40 $ — $ 40 December 31, 2020 Level I Level II Level III Total (In thousands) Financial Assets: Restricted time deposit (1) $ — $ 426 $ — $ 426 Severance pay fund deposits (1) $ — $ 5,379 $ — $ 5,379 Foreign currency forward contract (3) $ — $ 553 $ — $ 553 Total financial assets $ — $ 6,358 $ — $ 6,358 _____________________ (1) Recorded within other assets (2) Recorded within accrued and other current liabilities (3) Recorded within prepaid expenses and other current assets |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Accounts Receivable, Net Accounts receivable, net consists of the following: June 30, December 31, 2020 (In thousands) Accounts receivable $ 172,928 $ 169,623 Allowance for doubtful accounts (4,801) (4,174) Accounts receivable, net $ 168,127 $ 165,449 Allowance for Doubtful Accounts The allowance for doubtful accounts consists of the following activity: Six Months Ended June 30, 2021 Year Ended December 31, 2020 (In thousands) Allowance for doubtful accounts, beginning balance $ 4,174 $ 3,281 Provision for doubtful accounts, net of recoveries 1,446 2,668 Write-offs (819) (1,775) Allowance for doubtful accounts, ending balance $ 4,801 $ 4,174 Property, Equipment and Capitalized Software, Net Property, equipment and capitalized software, net consists of the following: June 30, December 31, 2020 (In thousands) Computer equipment $ 35,672 $ 41,735 Capitalized software development costs 48,902 43,728 Software 3,168 3,444 Leasehold improvements 1,653 2,805 Furniture and fixtures 285 908 Property, equipment and capitalized software, gross 89,680 92,620 Less: accumulated depreciation and amortization (66,220) (67,864) Total property, equipment and capitalized software, net $ 23,460 $ 24,756 Current Liabilities At June 30, 2021 and December 31, 2020, accrued and other current liabilities of $93.3 million and $109.7 million, respectively, included accrued traffic acquisition costs of $62.3 million and $77.2 million, respectively. In addition, accounts payable included $123.7 million and $111.7 million of traffic acquisition costs as of June 30, 2021 and December 31, 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company’s goodwill balance was $32.9 million as of June 30, 2021 and December 31, 2020 and the Company has not recorded any accumulated impairments of goodwill. The gross carrying amount and accumulated amortization of our intangible assets are as follows: As of June 30, 2021 Amortization Gross Value Accumulated Net Carrying (In thousands) Developed technology 36-48 months $ 8,425 $ (8,425) $ — Customer relationships 48 months 5,550 (3,742) 1,808 Publisher relationships 48 months 8,820 (5,154) 3,666 Trade names 8 years 1,747 (511) 1,236 Other 14 years 860 (144) 716 Total intangible assets, net $ 25,402 $ (17,976) $ 7,426 As of December 31, 2020 Amortization Gross Value Accumulated Net Carrying (In thousands) Developed technology 36-48 months $ 8,425 $ (8,388) $ 37 Customer relationships 48 months 5,694 (3,166) 2,528 Publisher relationships 48 months 9,111 (3,986) 5,125 Trade names 8 years 1,805 (395) 1,410 Other 14 years 830 (118) 712 Total intangible assets, net $ 25,865 $ (16,053) $ 9,812 No impairment charges were recorded during the three months and six months ended June 30, 2021 and June 30, 2020. As of June 30, 2021, estimated amortization related to our identifiable acquisition-related intangible assets in future periods was as follows: As of June 30, 2021 Amount (In thousands) 2021 $ 1,781 2022 3,563 2023 805 2024 270 2025 270 Thereafter 737 Total $ 7,426 |
Long Term Debt
Long Term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long Term Debt Revolving Credit Facility The Company is party to a loan and security agreement (“Revolving Credit Facility”) with Silicon Valley Bank (“SVB”), which matures on November 2, 2021, and provides the Company with an initial maximum borrowing capacity of up to $35.0 million that the Company may use to borrow against its qualifying receivables based on a defined borrowing formula. The Revolving Credit Facility contains customary conditions to borrowings, events of default and negative covenants, including covenants that restrict the Company's ability to dispose of assets, merge with or acquire other entities, incur indebtedness, incur encumbrances, make distributions to holders of its capital stock, make investments or engage in transactions with our affiliates. The Company is also subject to financial covenants with respect to a monthly modified liquidity ratio and Adjusted EBITDA for trailing six-month periods. Our obligations under the Revolving Credit Facility are secured by a first priority security interest in substantially all of the assets of the Company with a negative pledge on our intellectual property. The Company was in compliance with all financial covenants under its Revolving Credit Facility as of June 30, 2021. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rates for the three months and six months ended June 30, 2021 were 5.1% and 8.6%, respectively. The Company’s effective tax rates for the three and six months ended June 30, 2020 were (302.3)% and (34.1)%, respectively. The changes to the effective tax rates were primarily due to a loss from operations in the prior year periods. The Company’s effective tax rate differed from the United States federal statutory tax rate of 21% primarily due to the full valuation allowance recorded against the U.S. deferred tax assets for the three and six months ended June 30, 2021, and our deferred tax assets in the U.S. and in one of our foreign subsidiaries for the three and six months ended June 30, 2020, respectively. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesFrom time to time, we may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, we may receive letters alleging infringement of patent or other intellectual property rights. We are not currently a party to any material legal proceedings, nor are we aware of any pending or threatened litigation that, in our opinion, would have a material adverse effect on our business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.On April 29, 2021, we were notified that the Antitrust Division of the U.S. Department of Justice is conducting a criminal investigation into the hiring in our industry that includes us. We are cooperating with the Antitrust Division. While there can be no assurance regarding the ultimate resolution of this matter, we do not believe that our conduct violated applicable law. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation We issue equity awards under our Omnibus Securities and Incentive Plan adopted in September 2007, as amended in January 2009 (the “Plan”). The Plan is administered by the Company’s board of directors or designated person(s) and provides for grants of options, and restricted awards. As of June 30, 2021, approximately 586,964 shares were available for grant under the Plan. We recognize stock-based compensation for stock-based awards, including stock-options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and stock appreciation rights (“SARs”) based on the estimated fair value of the awards. We estimated the fair value of our stock option awards on the grant date using the Black-Scholes option pricing model. The fair value of our RSAs and RSUs is the fair value of our common stock on the date of grant. In our accompanying condensed consolidated statements of operations, we recognized stock-based compensation for our employees and non-employees as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) (in thousands) Research and development $ 446 $ 189 $ 694 $ 367 Sales and marketing 784 542 1,339 1,017 General and administrative 231 211 915 474 Total stock-based compensation $ 1,461 $ 942 $ 2,948 $ 1,858 During the three months and six months ended June 30, 2021 and June 30, 2020, we have not recorded any stock-based compensation related to our stock option awards, RSAs, RSUs and SARs that vest upon the satisfaction of a performance condition because the performance condition is not probable of occurring until a qualifying liquidity event (qualified IPO or change of control) has occurred. If a qualifying liquidity event had occurred on June 30, 2021, we would have recorded approximately $12.8 million in additional stock-based compensation related to our stock options, RSAs, RSUs and SARs that vest upon the satisfaction of a performance condition. Such expense will be recognized in the third quarter of 2021 as a result of the July IPO (see Note 11, “Subsequent Events” for additional information). Determination of fair value The estimated grant-date fair value of our stock options and warrants was calculated using the Black-Scholes option pricing model, based on the following weighted-average assumptions: Six Months Ended June 30, 2021 Expected term (in years) 6.0 years Risk-free interest rate 1.07 % Expected volatility 43.6 % Dividend rate — % Weighted-average grant date fair value $ 5.17 The following table summarizes stock option, RSA and RSU activity under the Plan and related information: Options Outstanding RSAs and RSUs Unvested and Outstanding Number of Shares Weighted- Average Exercise Price Number of Shares Weighted- Average Grant Date Fair Value Outstanding—December 31, 2020 5,475,481 $6.36 4,036,409 $ 9.35 Granted 7,059 $12.33 247,029 $ 12.33 Exercised/ Vested (422,231) $4.62 (209,571) $ 9.75 Forfeited (274,555) $4.27 (92,411) $ 10.10 Outstanding—June 30, 2021 4,785,754 $6.64 3,981,456 $ 9.50 Exercisable—June 30, 2021 3,603,813 $5.52 Stock Options The weighted-average grant date fair value of stock options granted during the six months ended June 30, 2021 was $5.17. As of June 30, 2021, total unrecognized stock-based compensation related to unvested stock options was $4.8 million, which is expected to be recognized over a weighted-average period of 3.4 years. Certain stock options vest only upon IPO or other performance conditions. Restricted Stock Awards Certain RSAs issued during 2012 and 2013 relate to common stock issued in exchange for loans in the amount of the exercise price of the awards. The awards were also subject to a performance condition that is not probable until an IPO occurs. Because the notes were considered to be in-substance nonrecourse notes receivable, the awards are treated as a stock options for accounting purposes. Restricted Stock Units For those RSUs subject to occurrence of a performance condition because the performance condition is not probable until an IPO or certain merger and acquisition events have occurred, we have not recorded any stock-based compensation to date. As of June 30, 2021, the unrecognized stock-based compensation related to unvested RSUs not subject to performance conditions is $10.2 million. Stock Appreciation Rights (SARs) The Plan provides for the award of SARs that are granted in connection with a related option to certain employees. The fair value of each SAR award is estimated using a similar method described for stock options. The fair value of each vested SAR award is recalculated at the end of each reporting period and the liability and expense adjusted based on the new fair value. Because these SARs vest upon an IPO and the satisfaction of other performance conditions and these performance conditions are not probable to occur until an IPO has occurred, we have not recorded any stock-based compensation for the six-month periods ended June 30, 2021 and 2020 or recorded a liability related to these SAR grants as of June 30, 2021 or December 31, 2020. As of June 30, 2021 and December 31, 2020, 3,390 SAR awards were outstanding with a weighted average grant date fair value of $3.93. Stock-Based Awards Granted Outside of Equity Incentive Plans Warrants The Company issued equity classified warrants to purchase shares of common stock to certain third-party advisors, consultants and financial institutions with exercise prices ranging from $0.37 to $8.28 per share. The exercise period of the warrants is until the earlier of the closing of an IPO, the closing of a deemed liquidation event or the end of the warrant terms. As of June 30, 2021 and December 31, 2020, the Company had 621,089 warrants outstanding with a weighted exercise price of $4.96. |
Income (Loss) Per Share
Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share We apply the two-class method to calculate basic and diluted income (loss) per share attributable to common stockholders as shares of our convertible preferred stock are participating securities due to their participation rights. The two-class method is an earnings allocation method under which earnings per share is calculated for common stock considering a participating security’s rights to undistributed earnings as if all such earnings had been distributed during the period. Our participating securities are not included in the computation of loss per share attributable to common stockholders in periods of net loss because the convertible preferred stockholders have no contractual obligation to participate in losses. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands, except share and per share data) Numerator: Basic and diluted: Net income (loss) $ 15,201 $ (2,623) $ 25,947 $ (12,193) Less: undistributed earnings allocated to participating securities (9,255) — (15,798) — Net income (loss) attributable to common stockholders $ 5,946 $ (2,623) $ 10,149 $ (12,193) Denominator: Basic weighted-average shares used in computing income (loss) attributable to common stockholders 17,519,243 16,752,435 17,371,162 16,696,606 Weighted average dilutive share equivalents: Stock options, Warrants, RSAs and RSUs 3,417,911 — 2,643,791 — Diluted weighted-average shares used in computing income (loss) attributable to common stockholders 20,937,154 16,752,435 20,014,953 16,696,606 Net income (loss) per share attributable to common stockholders: Basic $ 0.34 $ (0.16) $ 0.58 $ (0.73) Diluted $ 0.28 $ (0.16) $ 0.51 $ (0.73) The following weighted average shares have been excluded from the calculation of diluted income (loss) per share attributable to common stockholders for each period presented because they are anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Convertible preferred stock 27,652,449 27,652,449 27,652,449 27,652,449 Options to purchase common stock 1,050,000 2,145,915 1,050,000 2,133,454 Warrants — 339,771 — 339,771 Restricted stock units 133,630 219,770 116,971 245,389 Total shares excluded from diluted income (loss) per share 28,836,079 30,357,905 28,819,420 30,371,063 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Initial Public Offering On July 22, 2021, the Company’s Form S-1 was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) in connection with the IPO of its common stock and its common stock began trading on Nasdaq on July 23, 2021. On July 27, 2021, the Company closed its IPO and issued 8,000,000 shares of its common stock at an initial offering price of $20.00 per share, for gross proceeds of $160.0 million before deducting underwriting discounts and commissions of $11.2 million. Deferred offering costs, primarily consisting of accounting, legal and other costs directly related to the IPO, were capitalized within prepaid expenses and other current assets in the Company’s balance sheet as of June 30, 2021. Approximately $4 million of transaction costs will be reclassified to stockholders’ equity and recorded against the proceeds of the offering. In connection with the IPO, all of the shares of the Company’s convertible preferred stock outstanding automatically converted into an aggregate of 28,091,267 shares of the Company’s common stock, with all series converted on a one-to-one basis, with the exception of Series F, which was converted at 1.14-to-1, based on the terms of the Series F agreement and the IPO price. The carrying value of convertible preferred stock of $162.4 million was reclassified to stockholders’ deficit. Reverse Stock Split In connection with the IPO, our board of directors and stockholders approved a 1-for-1.70 reverse stock split of our common stock. The reverse stock split became effective on July 13, 2021. The par value of the common stock was not adjusted as a result of the reverse stock split. In addition, adjustments corresponding to the reverse stock split were made to the ratio at which the convertible preferred stock converted into common stock immediately prior to the closing of the IPO, in accordance with existing terms of the convertible preferred stock. All share and per-share amounts for all periods presented in these financial statements and notes thereto have been adjusted retroactively to reflect the reverse stock split and adjustment of the conversion ratio of the convertible preferred stockholders. Shares Authorization In July 2021, the Company’s certificate of incorporation was amended and restated to provide the Company with the authority to issue up to 1.1 billion shares, comprised of 1.0 billion shares of $0.001 par value common stock and 0.1 billion shares of $0.001 par value preferred stock. Each holder of common stock is entitled to one vote with respect to each share of common stock and is entitled to dividends, if and when declared by the Board of Directors, subject to preferential rights of preferred stockholders. Equity Plans In July 2021, the Company’s Board of Directors adopted, and its stockholders approved, the 2021 Long-Term Incentive Plan (the “LTIP”), which became effective in connection with the closing of the Company’s IPO. A total of 5,050,000 shares of the Company’s common stock have been reserved for issuance under the LTIP, which is subject to automatic annual increases. The LTIP may be used to grant stock options, full value awards and cash incentive awards. The number of shares of common stock reserved for future issuance under the 2021 Plan will also be increased pursuant to provisions for annual automatic evergreen increases. The Company’s previous awards issued under its 2007 Omnibus Securities and Incentive Plan (“2007 Plan”), as amended and restated on January 21, 2009 remain subject to the 2007 Plan, including its lock-up provisions of up to 180 days after the IPO. In July 2021, the Company’s Board of Directors adopted, and its stockholders approved, a new 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective in connection with the closing of the Company’s IPO. A total of 1,263,000 shares of the Company’s common stock have been reserved for issuance under the ESPP, which is subject to automatic annual increases. Convertible Notes On July 1, 2021, the Company completed the sale of $200 million aggregate principal amount of senior subordinated secured notes due July 1, 2026 (the “Notes”), in a private placement to one or more institutional investors affiliated with and funds managed by The Baupost Group, L.L.C. (the “Baupost Investors”), pursuant to a Senior Subordinated Secured Note Purchase Agreement dated July 1, 2021 (the “Note Purchase Agreement”). The Notes, which were exchanged and cancelled upon the IPO, bore interest that accrued at the rate of (i) prior to July 1, 2024, 10.0% per annum and (ii) on and after July 1, 2024, 14.5% per annum, payable quarterly and were guaranteed by certain of the Company’s wholly-owned subsidiaries and secured by a second priority lien on all of the Company’s and its subsidiaries’ tangible and intangible assets, subject to certain excluded assets, permitted liens and customary exceptions. On July 27, 2021, in connection with the closing of the Company’s IPO and pursuant to the terms of the Note Purchase Agreement, the Company exchanged $200 million aggregate principal amount of the Notes due July 1, 2026 for $236 million aggregate principal amount of the Company’s 2.95% Convertible Senior Notes due 2026 (the “Convertible Notes”), pursuant to an indenture, dated as of July 27, 2021 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee. Upon the issuance of such Convertible Notes, the Notes and the obligations of the Company and the guarantee thereunder have been canceled and extinguished. The Convertible Notes will mature on July 27, 2026, unless earlier converted, redeemed or repurchased. Interest on the Convertible Notes accrues from July 27, 2021 and is payable semi-annually in arrears on January 27 and July 27 of each year, beginning on January 27, 2022, at a rate of 2.95% per year. The initial conversion rate for the Convertible Notes is 40 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of $25 per share of the Company’s common stock), subject to adjustment. The Company may not redeem the Convertible Notes prior to July 27, 2024. On or after July 27, 2024, the Company may redeem for cash all or any portion of the Convertible Notes, at its option, if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. In addition, calling any Convertible Note for redemption will constitute a “make-whole fundamental change” (as defined in the Indenture) with respect to that Convertible Note, in which case the conversion rate applicable to the conversion of that Convertible Note will be increased if it is converted by holders after it is called for redemption. Holders may convert all or any portion of their Convertible Notes, in multiples of $1,000 principal amount, into shares of the Company’s common stock at any time until the second scheduled trading day immediately preceding the maturity date, at the conversion rate then in effect. The Company will settle conversions of the Convertible Notes by paying or delivering, as the case may be, cash, shares of common stock, or a combination thereof, at its election. Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Convertible Notes may require the Company to repurchase for cash all or any portion of their Convertible Notes in principal amounts of $1,000 or an integral multiple thereof, at a repurchase price of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event or convert its Convertible Notes called for redemption during the related redemption period, as the case may be. The Indenture contains customary covenants and events of default. |
Organization, Description of _2
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Issued Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and are unaudited. Certain information and disclosures normally included in condensed consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2020. |
Offering Costs | Offering CostsIn connection with the Company’s initial public offering (“IPO”), the Company incurred certain accounting, legal, and financing costs directly related to the offering. Such costs will be recorded against the proceeds from the offering. In July 2021, the Company completed its IPO. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. Estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, the allowance for doubtful accounts, sales allowance, software development costs eligible for capitalization, valuation of deferred tax assets, the useful lives of property and equipment, the useful lives and fair value of intangible assets and goodwill, the fair value of stock-based awards, the recognition and measurement of income tax uncertainties and other contingencies. Actual results could differ materially from these estimates. |
Certain Risks and Concentrations | Certain Risks and Concentrations Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents, restricted cash and accounts receivable. Our cash and cash equivalents and restricted cash are generally invested in high-credit quality financial instruments with both banks and financial institutions to reduce the amount of exposure to any single financial institution. |
Segment Information | Segment InformationWe have a single operating and reporting segment. Our chief operating decision maker is our Co-Chief Executive Officer who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Under the JOBS Act, the Company meets the definition of an emerging growth company and can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the Company is no longer an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period. Recently adopted accounting pronouncements On January 1, 2021, we early adopted Accounting Standards Update (“ASU”) 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplified the accounting for convertible debt instruments by reducing the number of accounting models used to allocate proceeds from five to three, removing certain conditions for equity classification and amending earnings per share calculations to assume share settlement and to require the if-converted method to be applied to all for convertible debt instruments. The adoption of this standard did not have an impact on our consolidated financial statements as of the date of adoption. We will apply this guidance to our Convertible Notes upon consummation of our IPO. Recently issued accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months, regardless of their classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes the previous leases standard, Leases (Topic 840). In June 2020 the FASB issued ASU 2020-05 Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities. The amendments in this update defer the effective date of ASU 2016-02 for private companies to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application continues to be permitted. The Company plans to adopt this standard on January 1, 2022, as required. The Company is in the process of analyzing its lease portfolio and assessing the impacts of adoption on its consolidated financial statements. The Company expects its assets and liabilities to increase in connection with the recording of right-of-use assets and lease liabilities upon adoption of this standard. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires consideration of forward-looking information to calculate credit loss estimates. These changes will result in an earlier recognition of credit losses. The Company's financial assets held at amortized cost include accounts receivable. The amendments in ASU 2020-05 deferred the effective date for Topic 326 to fiscal years beginning after December 15, 2022. The Company plans to adopt this standard on the earlier of January 1, 2023 or on losing its emerging growth company status. The Company does not expect the adoption of this standard will have a material impact on the consolidated financial statements or related disclosures. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Total Revenue by Physical Location of Marketers | The following table presents total revenue based on where our marketers are physically located: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands) (In thousands) USA $ 92,991 $ 62,231 $ 171,078 $ 127,781 Europe, the Middle East and Africa (EMEA) 126,033 79,347 252,578 169,824 Other 28,129 16,284 51,521 37,589 Total revenue $ 247,153 $ 157,862 $ 475,177 $ 335,194 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth the fair value of our financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy: June 30, 2021 Level I Level II Level III Total (In thousands) Financial Assets: Restricted time deposit (1) $ — $ 412 $ — $ 412 Severance pay fund deposits (1) $ — $ 5,239 $ — $ 5,239 Total financial assets $ — $ 5,651 $ — $ 5,651 Financial Liabilities: Foreign currency forward contract (2) $ — $ 40 $ — $ 40 Total financial liabilities $ — $ 40 $ — $ 40 December 31, 2020 Level I Level II Level III Total (In thousands) Financial Assets: Restricted time deposit (1) $ — $ 426 $ — $ 426 Severance pay fund deposits (1) $ — $ 5,379 $ — $ 5,379 Foreign currency forward contract (3) $ — $ 553 $ — $ 553 Total financial assets $ — $ 6,358 $ — $ 6,358 _____________________ (1) Recorded within other assets (2) Recorded within accrued and other current liabilities (3) Recorded within prepaid expenses and other current assets |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounts Receivable, Net | Accounts receivable, net consists of the following: June 30, December 31, 2020 (In thousands) Accounts receivable $ 172,928 $ 169,623 Allowance for doubtful accounts (4,801) (4,174) Accounts receivable, net $ 168,127 $ 165,449 |
Activity in Allowance for Doubtful Accounts | The allowance for doubtful accounts consists of the following activity: Six Months Ended June 30, 2021 Year Ended December 31, 2020 (In thousands) Allowance for doubtful accounts, beginning balance $ 4,174 $ 3,281 Provision for doubtful accounts, net of recoveries 1,446 2,668 Write-offs (819) (1,775) Allowance for doubtful accounts, ending balance $ 4,801 $ 4,174 |
Property, Equipment and Capitalized Software, Net | Property, equipment and capitalized software, net consists of the following: June 30, December 31, 2020 (In thousands) Computer equipment $ 35,672 $ 41,735 Capitalized software development costs 48,902 43,728 Software 3,168 3,444 Leasehold improvements 1,653 2,805 Furniture and fixtures 285 908 Property, equipment and capitalized software, gross 89,680 92,620 Less: accumulated depreciation and amortization (66,220) (67,864) Total property, equipment and capitalized software, net $ 23,460 $ 24,756 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of our intangible assets are as follows: As of June 30, 2021 Amortization Gross Value Accumulated Net Carrying (In thousands) Developed technology 36-48 months $ 8,425 $ (8,425) $ — Customer relationships 48 months 5,550 (3,742) 1,808 Publisher relationships 48 months 8,820 (5,154) 3,666 Trade names 8 years 1,747 (511) 1,236 Other 14 years 860 (144) 716 Total intangible assets, net $ 25,402 $ (17,976) $ 7,426 As of December 31, 2020 Amortization Gross Value Accumulated Net Carrying (In thousands) Developed technology 36-48 months $ 8,425 $ (8,388) $ 37 Customer relationships 48 months 5,694 (3,166) 2,528 Publisher relationships 48 months 9,111 (3,986) 5,125 Trade names 8 years 1,805 (395) 1,410 Other 14 years 830 (118) 712 Total intangible assets, net $ 25,865 $ (16,053) $ 9,812 |
Schedule of Estimated Amortization on Identifiable Acquisition-Related Intangible Assets | As of June 30, 2021, estimated amortization related to our identifiable acquisition-related intangible assets in future periods was as follows: As of June 30, 2021 Amount (In thousands) 2021 $ 1,781 2022 3,563 2023 805 2024 270 2025 270 Thereafter 737 Total $ 7,426 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation | In our accompanying condensed consolidated statements of operations, we recognized stock-based compensation for our employees and non-employees as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) (in thousands) Research and development $ 446 $ 189 $ 694 $ 367 Sales and marketing 784 542 1,339 1,017 General and administrative 231 211 915 474 Total stock-based compensation $ 1,461 $ 942 $ 2,948 $ 1,858 |
Schedule of Weighted-Average Assumptions | The estimated grant-date fair value of our stock options and warrants was calculated using the Black-Scholes option pricing model, based on the following weighted-average assumptions: Six Months Ended June 30, 2021 Expected term (in years) 6.0 years Risk-free interest rate 1.07 % Expected volatility 43.6 % Dividend rate — % Weighted-average grant date fair value $ 5.17 |
Summary of Award Activity | The following table summarizes stock option, RSA and RSU activity under the Plan and related information: Options Outstanding RSAs and RSUs Unvested and Outstanding Number of Shares Weighted- Average Exercise Price Number of Shares Weighted- Average Grant Date Fair Value Outstanding—December 31, 2020 5,475,481 $6.36 4,036,409 $ 9.35 Granted 7,059 $12.33 247,029 $ 12.33 Exercised/ Vested (422,231) $4.62 (209,571) $ 9.75 Forfeited (274,555) $4.27 (92,411) $ 10.10 Outstanding—June 30, 2021 4,785,754 $6.64 3,981,456 $ 9.50 Exercisable—June 30, 2021 3,603,813 $5.52 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (In thousands, except share and per share data) Numerator: Basic and diluted: Net income (loss) $ 15,201 $ (2,623) $ 25,947 $ (12,193) Less: undistributed earnings allocated to participating securities (9,255) — (15,798) — Net income (loss) attributable to common stockholders $ 5,946 $ (2,623) $ 10,149 $ (12,193) Denominator: Basic weighted-average shares used in computing income (loss) attributable to common stockholders 17,519,243 16,752,435 17,371,162 16,696,606 Weighted average dilutive share equivalents: Stock options, Warrants, RSAs and RSUs 3,417,911 — 2,643,791 — Diluted weighted-average shares used in computing income (loss) attributable to common stockholders 20,937,154 16,752,435 20,014,953 16,696,606 Net income (loss) per share attributable to common stockholders: Basic $ 0.34 $ (0.16) $ 0.58 $ (0.73) Diluted $ 0.28 $ (0.16) $ 0.51 $ (0.73) |
Schedule of Weighted Average Shares Excluded From Calculation of Diluted Income (Loss) Per Share | The following weighted average shares have been excluded from the calculation of diluted income (loss) per share attributable to common stockholders for each period presented because they are anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Convertible preferred stock 27,652,449 27,652,449 27,652,449 27,652,449 Options to purchase common stock 1,050,000 2,145,915 1,050,000 2,133,454 Warrants — 339,771 — 339,771 Restricted stock units 133,630 219,770 116,971 245,389 Total shares excluded from diluted income (loss) per share 28,836,079 30,357,905 28,819,420 30,371,063 |
Organization, Description of _3
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Issued Accounting Pronouncements - Certain Risks and Concentrations (Details) - Revenue Benchmark - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Customer A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | 14.00% | 11.00% | 14.00% |
Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | 12.00% |
Organization, Description of _4
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Issued Accounting Pronouncements - Segment Information (Details) | 6 Months Ended |
Jun. 30, 2021segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segment | 1 |
Number of operating segment | 1 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 247,153 | $ 157,862 | $ 475,177 | $ 335,194 |
USA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 92,991 | 62,231 | 171,078 | 127,781 |
Europe, the Middle East and Africa (EMEA) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 126,033 | 79,347 | 252,578 | 169,824 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 28,129 | $ 16,284 | $ 51,521 | $ 37,589 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 0 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total financial assets | $ 5,651 | $ 6,358 |
Total financial liabilities | 40 | |
Foreign currency forward contract | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 553 | |
Derivative liability | 40 | |
Restricted time deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 412 | 426 |
Severance pay fund deposits | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 5,239 | 5,379 |
Level I | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total financial assets | 0 | 0 |
Total financial liabilities | 0 | |
Level I | Foreign currency forward contract | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | |
Derivative liability | 0 | |
Level I | Restricted time deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 0 | 0 |
Level I | Severance pay fund deposits | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 0 | 0 |
Level II | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total financial assets | 5,651 | 6,358 |
Total financial liabilities | 40 | |
Level II | Foreign currency forward contract | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 553 | |
Derivative liability | 40 | |
Level II | Restricted time deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 412 | 426 |
Level II | Severance pay fund deposits | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 5,239 | 5,379 |
Level III | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total financial assets | 0 | 0 |
Total financial liabilities | 0 | |
Level III | Foreign currency forward contract | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | |
Derivative liability | 0 | |
Level III | Restricted time deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 0 | 0 |
Level III | Severance pay fund deposits | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | $ 0 | $ 0 |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accounts receivable | $ 172,928 | $ 169,623 | |
Allowance for doubtful accounts | (4,801) | (4,174) | $ (3,281) |
Accounts receivable, net of allowances | $ 168,127 | $ 165,449 |
Balance Sheet Components - Allo
Balance Sheet Components - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for doubtful accounts, beginning balance | $ 4,174 | $ 3,281 |
Provision for doubtful accounts, net of recoveries | 1,446 | 2,668 |
Write-offs | (819) | (1,775) |
Allowance for doubtful accounts, ending balance | $ 4,801 | $ 4,174 |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Equipment and Capitalized Software (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | $ 89,680 | $ 92,620 |
Less: accumulated depreciation and amortization | (66,220) | (67,864) |
Total property, equipment and capitalized software, net | 23,460 | 24,756 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | 35,672 | 41,735 |
Capitalized software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | 48,902 | 43,728 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | 3,168 | 3,444 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | 1,653 | 2,805 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | $ 285 | $ 908 |
Balance Sheet Components - Curr
Balance Sheet Components - Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Separate Account, Liability [Line Items] | ||
Accrued and other current liabilities | $ 93,321 | $ 109,747 |
Accrued And Other Liabilities, Current | ||
Separate Account, Liability [Line Items] | ||
Traffic acquisition costs in current liabilities | 62,300 | 77,200 |
Accounts Payable | ||
Separate Account, Liability [Line Items] | ||
Traffic acquisition costs in current liabilities | $ 123,700 | $ 111,700 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 32,881,000 | $ 32,881,000 | $ 32,881,000 | ||
Accumulated impairments of goodwill | 0 | 0 | $ 0 | ||
Impairment charges | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 25,402 | $ 25,865 |
Accumulated Amortization | (17,976) | (16,053) |
Net Value | 7,426 | 9,812 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | 8,425 | 8,425 |
Accumulated Amortization | (8,425) | (8,388) |
Net Value | $ 0 | $ 37 |
Developed technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 36 months | 36 months |
Developed technology | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 48 months | 48 months |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 48 months | 48 months |
Gross Value | $ 5,550 | $ 5,694 |
Accumulated Amortization | (3,742) | (3,166) |
Net Value | $ 1,808 | $ 2,528 |
Publisher relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 48 months | 48 months |
Gross Value | $ 8,820 | $ 9,111 |
Accumulated Amortization | (5,154) | (3,986) |
Net Value | $ 3,666 | $ 5,125 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 8 years | 8 years |
Gross Value | $ 1,747 | $ 1,805 |
Accumulated Amortization | (511) | (395) |
Net Value | $ 1,236 | $ 1,410 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 14 years | 14 years |
Gross Value | $ 860 | $ 830 |
Accumulated Amortization | (144) | (118) |
Net Value | $ 716 | $ 712 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 1,781 | |
2022 | 3,563 | |
2023 | 805 | |
2024 | 270 | |
2025 | 270 | |
Thereafter | 737 | |
Net Value | $ 7,426 | $ 9,812 |
Long Term Debt (Details)
Long Term Debt (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Maximum borrowing capacity | $ 35,000,000 | |
Available borrowing capacity | 35,000,000 | |
Borrowings outstanding | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 5.10% | (302.30%) | 8.60% | (34.10%) |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for grant | 586,964 | 586,964 | 586,964 | |||
Stock-based compensation | $ 1,461,000 | $ 942,000 | $ 2,948,000 | $ 1,858,000 | ||
Weighted-average grant date fair value of stock options granted (in usd per share) | $ 5.17 | |||||
Number of warrants outstanding (in shares) | 621,089 | 621,089 | 621,089 | 621,089 | ||
Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of warrants (in usd per share) | $ 0.37 | $ 0.37 | $ 0.37 | |||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of warrants (in usd per share) | 8.28 | 8.28 | 8.28 | |||
Weighted Average | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of warrants (in usd per share) | $ 4.96 | $ 4.96 | $ 4.96 | $ 4.96 | ||
Stock option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation related to unvested awards | $ 4,800,000 | $ 4,800,000 | $ 4,800,000 | |||
Unrecognized stock-based compensation, period for recognition | 3 years 4 months 24 days | |||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation related to unvested awards | $ 10,200,000 | $ 10,200,000 | $ 10,200,000 | |||
SAR | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares outstanding | 3,390 | 3,390 | 3,390 | 3,390 | ||
Weighted average grant date fair value of outstanding shares (in usd per share) | $ 3.93 | $ 3.93 | $ 3.93 | $ 3.93 | ||
Vest upon satisfaction of a performance condition | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 12,800,000 | $ 0 | $ 0 | $ 0 | $ 0 | |
Vest upon satisfaction of a performance condition | RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 0 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 1,461 | $ 942 | $ 2,948 | $ 1,858 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 446 | 189 | 694 | 367 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 784 | 542 | 1,339 | 1,017 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 231 | $ 211 | $ 915 | $ 474 |
Stock-based Compensation - Weig
Stock-based Compensation - Weighted-Average Assumptions (Details) | 6 Months Ended |
Jun. 30, 2021$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Expected term (in years) | 6 years |
Risk-free interest rate | 1.07% |
Expected volatility | 43.60% |
Dividend rate | 0.00% |
Weighted-average grant date fair value (in usd per share) | $ 5.17 |
Stock-based Compensation - Awar
Stock-based Compensation - Award Activity (Details) - $ / shares | 6 Months Ended |
Jun. 30, 2021 | |
Options, Outstanding, Number of Shares | |
Outstanding - beginning of period (in shares) | 5,475,481 |
Granted (in shares) | 7,059 |
Exercised (in shares) | (422,231) |
Forfeited (in shares) | (274,555) |
Outstanding - end of period (in shares) | 4,785,754 |
Exercisable (in shares) | 3,603,813 |
Options Outstanding, Weighted Average Exercise Price | |
Outstanding - beginning of period (in usd per share) | $ 6.36 |
Granted (in usd per share) | 12.33 |
Exercised (in usd per share) | 4.62 |
Forfeited (in usd per share) | 4.27 |
Outstanding - end of period (in usd per share) | 6.64 |
Exercisable (in usd per share) | $ 5.52 |
RSAs and RSUs | |
RSAs and RSUs Unvested and Outstanding, Number of Shares | |
Outstanding - beginning of period (in shares) | 4,036,409 |
Granted (in shares) | 247,029 |
Vested (in shares) | (209,571) |
Forfeited (in shares) | (92,411) |
Outstanding - end of period (in shares) | 3,981,456 |
RSAs and RSUs Unvested and Outstanding, Weighted-Average Grant Date Fair Value | |
Outstanding - beginning of period (in usd per share) | $ 9.35 |
Granted (in usd per share) | 12.33 |
Vested (in usd per share) | 9.75 |
Forfeited (in usd per share) | 10.10 |
Outstanding - end of period (in usd per share) | $ 9.50 |
Income (Loss) Per Share - Basic
Income (Loss) Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator, Basic: | ||||
Net income (loss) | $ 15,201 | $ (2,623) | $ 25,947 | $ (12,193) |
Less: undistributed earnings allocated to participating securities | (9,255) | 0 | (15,798) | 0 |
Net income (loss) attributable to common stockholders | 5,946 | (2,623) | 10,149 | (12,193) |
Numerator, Diluted: | ||||
Net income (loss) | 15,201 | (2,623) | 25,947 | (12,193) |
Less: undistributed earnings allocated to participating securities | (9,255) | 0 | (15,798) | 0 |
Net income (loss) attributable to common stockholders | $ 5,946 | $ (2,623) | $ 10,149 | $ (12,193) |
Denominator: | ||||
Basic weighted-average shares used in computing income (loss) attributable to common stockholders (in shares) | 17,519,243 | 16,752,435 | 17,371,162 | 16,696,606 |
Weighted average dilutive share equivalents: Stock options, Warrants, RSAs and RSUs (in shares) | 3,417,911 | 0 | 2,643,791 | 0 |
Diluted weighted-average shares used in computing income (loss) attributable to common stockholders (in shares) | 20,937,154 | 16,752,435 | 20,014,953 | 16,696,606 |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (in usd per share) | $ 0.34 | $ (0.16) | $ 0.58 | $ (0.73) |
Diluted (in usd per share) | $ 0.28 | $ (0.16) | $ 0.51 | $ (0.73) |
Income (Loss) Per Share - Antid
Income (Loss) Per Share - Antidilutive Shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted income (loss) per share | 28,836,079 | 30,357,905 | 28,819,420 | 30,371,063 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted income (loss) per share | 27,652,449 | 27,652,449 | 27,652,449 | 27,652,449 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted income (loss) per share | 1,050,000 | 2,145,915 | 1,050,000 | 2,133,454 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted income (loss) per share | 0 | 339,771 | 0 | 339,771 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted income (loss) per share | 133,630 | 219,770 | 116,971 | 245,389 |
Subsequent Events - Initial Pub
Subsequent Events - Initial Public Offering (Details) - Subsequent Event $ / shares in Units, $ in Millions | Jul. 27, 2021USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Number of shares issued upon conversion of convertible preferred stock | shares | 28,091,267 |
Convertible preferred stock, conversion ratio | 1 |
Carrying value of convertible preferred stock reclassified to equity | $ 162.4 |
Series F Preferred Stock | |
Subsequent Event [Line Items] | |
Convertible preferred stock, conversion ratio | 1.14 |
IPO | |
Subsequent Event [Line Items] | |
Number of shares issued | shares | 8,000,000 |
Stock price (in usd per share) | $ / shares | $ 20 |
Gross proceeds from sale of stock | $ 160 |
Underwriting discounts and commissions | 11.2 |
Deferred offering costs | $ 4 |
Subsequent Events - Reverse Sto
Subsequent Events - Reverse Stock Split (Details) | Jul. 13, 2021 |
Subsequent Event | |
Subsequent Event [Line Items] | |
Reverse stock split ratio | 0.5882 |
Subsequent Events - Shares Auth
Subsequent Events - Shares Authorization (Details) - $ / shares | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Common stock, shares authorized | 65,183,785 | 65,183,785 | |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common and preferred stock, shares authorized | 1,100,000,000 | ||
Common stock, shares authorized | 1,000,000,000 | ||
Common stock, par value (in usd per share) | $ 0.001 | ||
Preferred stock, shares authorized | 100,000,000 | ||
Preferred stock, par value (in usd per share) | $ 0.001 |
Subsequent Events - Equity Plan
Subsequent Events - Equity Plans (Details) - Subsequent Event | Jul. 27, 2021shares |
LTIP | |
Subsequent Event [Line Items] | |
Number of shares reserved for future issuance | 5,050,000 |
2007 Plan | |
Subsequent Event [Line Items] | |
Lock-up provision, period | 180 days |
ESPP | |
Subsequent Event [Line Items] | |
Number of shares reserved for future issuance | 1,263,000 |
Subsequent Events - Convertible
Subsequent Events - Convertible Notes (Details) - Subsequent Event | Jul. 27, 2021USD ($)day$ / shares | Jul. 01, 2021USD ($) |
Senior Subordinated Secured Notes Due July 1, 2026 | Secured Notes | Minimum | ||
Subsequent Event [Line Items] | ||
Interest rate | 10.00% | |
Senior Subordinated Secured Notes Due July 1, 2026 | Secured Notes | Maximum | ||
Subsequent Event [Line Items] | ||
Interest rate | 14.50% | |
2.95% Convertible Senior Notes Due 2026 | Convertible Notes | ||
Subsequent Event [Line Items] | ||
Interest rate | 2.95% | |
Aggregate principal amount | $ | $ 236,000,000 | |
Conversion rate | 0.04 | |
Conversion price (in usd per share) | $ / shares | $ 25 | |
Threshold percentage of stock price trigger | 130.00% | |
Threshold trading days | day | 20 | |
Threshold consecutive trading days | day | 30 | |
Redemption price, percentage | 100.00% | |
Secured Notes | Senior Subordinated Secured Notes Due July 1, 2026 | ||
Subsequent Event [Line Items] | ||
Amount of debt sold | $ | $ 200,000,000 |