Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40643 | |
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 | 867-0149 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | OB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 52,555,760 | |
Entity Central Index Key | 0001454938 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 137,871 | $ 455,397 |
Short-term investments in marketable securities | 136,263 | 0 |
Accounts receivable, net of allowances | 165,526 | 192,814 |
Prepaid expenses and other current assets | 42,551 | 27,873 |
Total current assets | 482,211 | 676,084 |
Non-current assets: | ||
Long-term investments in marketable securities | 70,803 | 0 |
Property, equipment and capitalized software, net | 35,059 | 28,008 |
Operating lease right-of-use assets, net | 11,927 | 0 |
Intangible assets, net | 25,976 | 5,719 |
Goodwill | 63,063 | 32,881 |
Deferred tax assets | 41,254 | 32,867 |
Other assets | 22,906 | 20,331 |
TOTAL ASSETS | 753,199 | 795,890 |
Current liabilities: | ||
Accounts payable | 128,622 | 160,790 |
Accrued compensation and benefits | 15,487 | 23,331 |
Accrued and other current liabilities | 115,695 | 99,590 |
Deferred revenue | 6,105 | 4,784 |
Total current liabilities | 265,909 | 288,495 |
Non-current liabilities: | ||
Long-term debt | 236,000 | 236,000 |
Operating lease liabilities, non-current | 9,012 | 0 |
Other liabilities | 17,297 | 14,620 |
TOTAL LIABILITIES | 528,218 | 539,115 |
Commitments and contingencies (Note 10) | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock, par value of $0.001 per share — 1,000,000,000 shares authorized; 59,883,784 shares issued and 53,583,382 shares outstanding as of September 30, 2022 and 58,015,075 shares issued and 56,701,394 shares outstanding as of December 31, 2021 | 60 | 58 |
Preferred stock, par value of $0.001 per share — 100,000,000 shares authorized, none issued and outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 452,558 | 434,945 |
Treasury stock, at cost, 6,300,402 shares as of September 30, 2022 and 1,313,681 shares as of December 31, 2021 | (42,394) | (16,504) |
Accumulated other comprehensive loss | (11,161) | (4,474) |
Accumulated deficit | (174,082) | (157,250) |
TOTAL STOCKHOLDERS’ EQUITY | 224,981 | 256,775 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 753,199 | $ 795,890 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued (in shares) | 59,883,784 | 58,015,075 |
Common stock, outstanding (in shares) | 53,583,382 | 56,701,394 |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Treasury stock (in shares) | 6,300,402 | 1,313,681 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 229,017 | $ 250,784 | $ 734,116 | $ 725,961 |
Traffic acquisition costs | 176,347 | 182,669 | 558,597 | 530,606 |
Other cost of revenue | 10,756 | 7,846 | 30,955 | 22,555 |
Total cost of revenue | 187,103 | 190,515 | 589,552 | 553,161 |
Gross profit | 41,914 | 60,269 | 144,564 | 172,800 |
Operating expenses: | ||||
Research and development | 9,911 | 10,659 | 30,858 | 27,561 |
Sales and marketing | 26,852 | 26,047 | 82,369 | 67,101 |
General and administrative | 12,224 | 29,979 | 41,215 | 52,619 |
Total operating expenses | 48,987 | 66,685 | 154,442 | 147,281 |
(Loss) income from operations | (7,073) | (6,416) | (9,878) | 25,519 |
Other income (expense), net: | ||||
Charges related to exchange of senior notes upon IPO | 0 | (42,049) | 0 | (42,049) |
Interest expense | (1,924) | (1,656) | (5,748) | (2,015) |
Interest income and other (expense) income, net | 3,199 | 1,218 | (1,710) | (1,978) |
Total other income (expense), net | 1,275 | (42,487) | (7,458) | (46,042) |
Loss before (benefit) provision for income taxes | (5,798) | (48,903) | (17,336) | (20,523) |
(Benefit) provision for income taxes | (1,174) | 5,003 | (504) | 7,436 |
Net loss | $ (4,624) | $ (53,906) | $ (16,832) | $ (27,959) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 55,232,611 | 47,859,056 | 56,679,302 | 27,645,471 |
Diluted (in shares) | 55,232,611 | 47,859,056 | 56,679,302 | 27,645,471 |
Net loss per common share: | ||||
Basic (in usd per share) | $ (0.08) | $ (1.13) | $ (0.30) | $ (1.01) |
Diluted (in usd per share) | $ (0.08) | $ (1.13) | $ (0.30) | $ (1.01) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (4,624) | $ (53,906) | $ (16,832) | $ (27,959) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (2,013) | (1,187) | (4,750) | (1,027) |
Change in unrealized losses on available-for-sale investments in debt securities (net of tax of $447, 0, $447, 0 | (1,937) | 0 | (1,937) | 0 |
Total other comprehensive loss | (3,950) | (1,187) | (6,687) | (1,027) |
Comprehensive loss | $ (8,574) | $ (55,093) | $ (23,519) | $ (28,986) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Change in unrealized losses on available-for-sale investments in debt securities (net of tax of $447, 0, $447, 0 | $ 447 | $ 0 | $ 447 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit |
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 Mar. 31, 2021 | 27,652,449 | |||||
Convertible Preferred Stock, Balance - end of period at Mar. 31, 2021 | $ 162,444 | |||||
Balance - beginning of period (in shares) at Dec. 31, 2020 | 17,439,488 | |||||
Balance - beginning of period at Dec. 31, 2020 | (79,813) | $ 17 | $ 95,055 | $ (2,350) | $ (4,290) | $ (168,245) |
Treasury stock, ending balance (in shares) at Mar. 31, 2021 | 307,030 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of employee stock options, warrants and restricted stock awards, net of shares withheld for taxes (in shares) | (129,490) | (26,344) | ||||
Exercise of employee stock options, warrants and restricted stock awards, net of shares withheld for taxes | 296 | $ 1 | 544 | $ (249) | ||
Vesting of restricted stock units, net of shares withheld for taxes (in shares) | 105,101 | |||||
Stock-based compensation | 1,539 | 1,539 | ||||
Other comprehensive income (loss) | 1,220 | 1,220 | ||||
Net loss | 10,746 | 10,746 | ||||
Balance - end of period (in shares) at Mar. 31, 2021 | 17,674,079 | |||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2020 | 280,686 | |||||
Balance - end of period at Mar. 31, 2021 | $ (66,012) | $ 18 | 97,138 | $ (2,599) | (3,070) | (157,499) |
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 Sep. 30, 2021 | 0 | |||||
Convertible Preferred Stock, Balance - end of period at Sep. 30, 2021 | $ 0 | |||||
Balance - beginning of period (in shares) at Dec. 31, 2020 | 17,439,488 | |||||
Balance - beginning of period at Dec. 31, 2020 | $ (79,813) | $ 17 | 95,055 | $ (2,350) | (4,290) | (168,245) |
Treasury stock, ending balance (in shares) at Sep. 30, 2021 | 336,948 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares repurchased under share repurchase program (in shares) | 0 | |||||
Shares repurchased under the share repurchase program | $ 0 | |||||
Net loss | (27,959) | |||||
Balance - end of period (in shares) at Sep. 30, 2021 | 55,804,163 | |||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2020 | 280,686 | |||||
Balance - end of period at Sep. 30, 2021 | $ 224,564 | $ 55 | 429,046 | $ (3,016) | (5,317) | (196,204) |
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 | 17,674,079 | |||||
Balance - beginning of period at Mar. 31, 2021 | (66,012) | $ 18 | 97,138 | $ (2,599) | (3,070) | (157,499) |
Treasury stock, ending balance (in shares) at Jun. 30, 2021 | 307,030 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of employee stock options, warrants and restricted stock awards, net of shares withheld for taxes (in shares) | (292,745) | |||||
Exercise of employee stock options, warrants and restricted stock awards, net of shares withheld for taxes | 1,238 | 1,238 | ||||
Vesting of restricted stock units, net of shares withheld for taxes (in shares) | 104,470 | |||||
Stock-based compensation | 1,500 | 1,500 | ||||
Other comprehensive income (loss) | (1,060) | (1,060) | ||||
Net loss | 15,201 | 15,201 | ||||
Balance - end of period (in shares) at Jun. 30, 2021 | 18,071,294 | |||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2021 | 307,030 | |||||
Balance - end of period at Jun. 30, 2021 | $ (49,133) | $ 18 | 99,876 | $ (2,599) | (4,130) | (142,298) |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Conversion of convertible preferred stock to common stock (in shares) | (27,652,449) | |||||
Conversion of convertible preferred stock to common stock | $ (162,444) | |||||
Convertible Preferred Stock, Balance - end of period (in shares) at Sep. 30, 2021 | 0 | |||||
Convertible Preferred Stock, Balance - end of period at Sep. 30, 2021 | $ 0 | |||||
Treasury stock, ending balance (in shares) at Sep. 30, 2021 | 336,948 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of convertible preferred stock to common stock (in shares) | 28,091,267 | |||||
Conversion of convertible preferred stock to common stock | 162,444 | $ 28 | 162,416 | |||
Issuance of common stock from initial public offering, net of issuance costs (in shares) | 8,000,000 | |||||
Issuance of common stock from initial public offering, net of issuance costs | 145,105 | $ 8 | 145,097 | |||
Exercise of employee stock options, warrants and restricted stock awards, net of shares withheld for taxes (in shares) | (1,458,797) | (29,918) | ||||
Exercise of employee stock options, warrants and restricted stock awards, net of shares withheld for taxes | $ 2,793 | $ 1 | 3,209 | $ (417) | ||
Vesting of restricted stock units, net of shares withheld for taxes (in shares) | 182,805 | |||||
Shares repurchased under share repurchase program (in shares) | 0 | |||||
Shares repurchased under the share repurchase program | $ 0 | |||||
Stock-based compensation | 18,448 | 18,448 | ||||
Other comprehensive income (loss) | (1,187) | (1,187) | ||||
Net loss | (53,906) | (53,906) | ||||
Balance - end of period (in shares) at Sep. 30, 2021 | 55,804,163 | |||||
Treasury stock, beginning balance (in shares) at Jun. 30, 2021 | 307,030 | |||||
Balance - end of period at Sep. 30, 2021 | $ 224,564 | $ 55 | 429,046 | $ (3,016) | (5,317) | (196,204) |
Balance - beginning of period (in shares) at Dec. 31, 2021 | 56,701,394 | 58,015,075 | ||||
Balance - beginning of period at Dec. 31, 2021 | $ 256,775 | $ 58 | 434,945 | $ (16,504) | (4,474) | (157,250) |
Treasury stock, ending balance (in shares) at Mar. 31, 2022 | 1,431,318 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of employee stock options, warrants and restricted stock awards, net of shares withheld for taxes (in shares) | (411,855) | (95,138) | ||||
Exercise of employee stock options, warrants and restricted stock awards, net of shares withheld for taxes | 849 | $ 1 | 2,273 | $ (1,425) | ||
Vesting of restricted stock units, net of shares withheld for taxes (in shares) | 211,713 | 22,499 | ||||
Vesting of restricted stock units, net of shares withheld for taxes | (293) | $ (293) | ||||
Acquisition stock consideration (in shares) | 355,786 | |||||
Acquisition consideration | 4,190 | 4,190 | ||||
Stock-based compensation | 2,810 | 2,810 | ||||
Other comprehensive income (loss) | (741) | (741) | ||||
Net loss | $ (1,890) | (1,890) | ||||
Balance - end of period (in shares) at Mar. 31, 2022 | 58,994,429 | |||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | 1,313,681 | 1,313,681 | ||||
Balance - end of period at Mar. 31, 2022 | $ 261,700 | $ 59 | 444,218 | $ (18,222) | (5,215) | (159,140) |
Balance - beginning of period (in shares) at Dec. 31, 2021 | 56,701,394 | 58,015,075 | ||||
Balance - beginning of period at Dec. 31, 2021 | $ 256,775 | $ 58 | 434,945 | $ (16,504) | (4,474) | (157,250) |
Treasury stock, ending balance (in shares) at Sep. 30, 2022 | 6,300,402 | 6,300,402 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of employee stock options, warrants and restricted stock awards, net of shares withheld for taxes (in shares) | (596,716) | |||||
Shares repurchased under share repurchase program (in shares) | (4,782,643) | |||||
Shares repurchased under the share repurchase program | $ (23,579) | |||||
Net loss | $ (16,832) | |||||
Balance - end of period (in shares) at Sep. 30, 2022 | 53,583,382 | 59,883,784 | ||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | 1,313,681 | 1,313,681 | ||||
Balance - end of period at Sep. 30, 2022 | $ 224,981 | $ 60 | 452,558 | $ (42,394) | (11,161) | (174,082) |
Balance - beginning of period (in shares) at Mar. 31, 2022 | 58,994,429 | |||||
Balance - beginning of period at Mar. 31, 2022 | 261,700 | $ 59 | 444,218 | $ (18,222) | (5,215) | (159,140) |
Treasury stock, ending balance (in shares) at Jun. 30, 2022 | 2,858,499 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of employee stock options, warrants and restricted stock awards, net of shares withheld for taxes (in shares) | (284,130) | |||||
Exercise of employee stock options, warrants and restricted stock awards, net of shares withheld for taxes | 1,479 | 1,479 | ||||
Vesting of restricted stock units, net of shares withheld for taxes (in shares) | 264,098 | 38,864 | ||||
Vesting of restricted stock units, net of shares withheld for taxes | (353) | $ 1 | (1) | $ (353) | ||
Shares repurchased under share repurchase program (in shares) | (1,388,317) | |||||
Shares repurchased under the share repurchase program | (7,501) | $ (7,501) | ||||
Stock-based compensation | 3,586 | 3,586 | ||||
Other comprehensive income (loss) | (1,996) | (1,996) | ||||
Net loss | (10,318) | (10,318) | ||||
Balance - end of period (in shares) at Jun. 30, 2022 | 59,542,657 | |||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2022 | 1,431,318 | |||||
Balance - end of period at Jun. 30, 2022 | $ 246,597 | $ 60 | 449,282 | $ (26,076) | (7,211) | (169,458) |
Treasury stock, ending balance (in shares) at Sep. 30, 2022 | 6,300,402 | 6,300,402 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of employee stock options, warrants and restricted stock awards, net of shares withheld for taxes (in shares) | (88,966) | |||||
Exercise of employee stock options, warrants and restricted stock awards, net of shares withheld for taxes | $ 191 | 191 | ||||
Vesting of restricted stock units, net of shares withheld for taxes (in shares) | 252,161 | 47,577 | ||||
Vesting of restricted stock units, net of shares withheld for taxes | $ (240) | $ (240) | ||||
Shares repurchased under share repurchase program (in shares) | (3,394,326) | (3,394,326) | ||||
Shares repurchased under the share repurchase program | $ (16,078) | $ (16,078) | ||||
Stock-based compensation | 3,085 | 3,085 | ||||
Other comprehensive income (loss) | (3,950) | (3,950) | ||||
Net loss | $ (4,624) | (4,624) | ||||
Balance - end of period (in shares) at Sep. 30, 2022 | 53,583,382 | 59,883,784 | ||||
Treasury stock, beginning balance (in shares) at Jun. 30, 2022 | 2,858,499 | |||||
Balance - end of period at Sep. 30, 2022 | $ 224,981 | $ 60 | $ 452,558 | $ (42,394) | $ (11,161) | $ (174,082) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (16,832) | $ (27,959) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Charges related to exchange of senior notes upon IPO | 0 | 42,049 |
Depreciation and amortization of property and equipment | 8,061 | 5,068 |
Amortization of capitalized software development costs | 7,061 | 6,241 |
Amortization of intangible assets | 4,694 | 2,687 |
Stock-based compensation | 8,795 | 21,396 |
Non-cash operating lease expense | 3,224 | 0 |
Provision for credit losses | 2,209 | 2,190 |
Deferred income taxes | (8,363) | (918) |
Other | 1,339 | 2,002 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 16,793 | 602 |
Prepaid expenses and other current assets | (8,954) | (10,386) |
Other assets | 1,890 | (191) |
Accounts payable and accrued and other current liabilities | (32,417) | 17,516 |
Operating lease liabilities | (3,042) | 0 |
Deferred revenue | 1,904 | 31 |
Other | 371 | 749 |
Net cash (used in) provided by operating activities | (13,267) | 61,077 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of business, net of cash acquired | (45,151) | 0 |
Purchases of property and equipment | (10,851) | (3,885) |
Capitalized software development costs | (9,493) | (7,434) |
Purchases of marketable securities | (209,004) | 0 |
Other | (83) | (41) |
Net cash used in investing activities | (274,582) | (11,360) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from IPO issuance of common stock, net of underwriting costs | 0 | 148,800 |
Payment of initial public offering transaction costs | 0 | (3,695) |
Proceeds from issuance of debt | 0 | 200,000 |
Payment of deferred financing costs | 0 | (6,067) |
Proceeds from exercise of stock options and warrants | 3,944 | 4,993 |
Treasury stock repurchases and share withholdings on vested awards | (25,890) | (666) |
Principal payments on finance lease obligations | (2,582) | (3,322) |
Net cash (used in) provided by financing activities | (24,528) | 340,043 |
Effect of exchange rate changes | (5,175) | (978) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (317,552) | 388,782 |
Cash, cash equivalents and restricted cash — Beginning | 455,592 | 94,067 |
Cash, cash equivalents and restricted cash — Ending | 138,040 | 482,849 |
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH TO THE CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Cash and cash equivalents | 137,871 | 482,447 |
Restricted cash, included in other assets | 169 | 402 |
Total cash, cash equivalents, and restricted cash | 138,040 | 482,849 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes, net of refunds | 4,101 | 3,485 |
Cash paid for interest | 7,356 | 476 |
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock consideration issued for acquisition of a business | 4,190 | 0 |
Purchases of property and equipment included in accounts payable | 2,357 | 3 |
Acquisition consideration payable | 1,195 | 0 |
Stock-based compensation capitalized for software development costs | 686 | 134 |
Conversion of preferred stock to common stock | 0 | 162,444 |
Unpaid deferred offering costs in accounts payable and accrued expenses | 0 | 2,484 |
Property and equipment financed under capital obligation arrangements | $ 0 | $ 1,837 |
Organization, Description of Bu
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Adopted Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Adopted Accounting Pronouncements | Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Adopted Accounting Pronouncements Organization and Description of Business Outbrain Inc. (together with its 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. In connection with the Company’s initial public offering (“IPO”), its common stock began trading on The Nasdaq Stock Market LLC (“Nasdaq”) on July 23, 2021 under the “OB” ticker symbol. Outbrain is a leading recommendation platform powering the open web. The Company’s platform provides personalized recommendations that appear as links to content, advertisements and videos on media owners’ online properties. The Company generates revenue from marketers through user engagements with promoted recommendations that it delivers across a variety of third-party media owners’ online properties. The Company pays traffic acquisition costs to its media owner partners on whose digital properties the recommendations are shown. The Company’s 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 its ability to generate trustworthy and interesting recommendations to individual users based on its proprietary algorithms. A portion of the Company’s 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 (“U.S. GAAP”) for interim financial information and are unaudited. Certain information and disclosures normally included in 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 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 18, 2022 (“2021 Form 10-K”). 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. Estimates and judgments are based on historical information and on various other assumptions that the Company believes 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 credit losses, 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, and the recognition and measurement of income tax uncertainties and other contingencies. Actual results could differ materially from these estimates. Reclassifications Certain reclassifications have been made to the prior periods’ financial information in order to conform to the current period’s presentation. Cash and Cash Equivalents and Investments The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand and highly liquid investments in money market funds, U.S. government bonds and commercial paper. The Company’s investments in debt securities are classified as available-for-sale and recorded at fair value. The Company classifies its investments in debt securities as short-term or long-term, based on each security’s maturity date. Unrealized gains and losses on available-for-sale securities are recognized in other comprehensive income (loss) (“OCI”), net of taxes. Although the Company does not have intent to sell its debt investments, the Company may sell them prior to their maturities for a variety of reasons, including portfolio diversification, credit quality, yields, and liquidity requirements. Any realized gains and losses on the sale of investments are determined based on a specific identification method and recorded within other income (expense), net in the Company’s condensed consolidated statements of operations. Certain Risks and Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, restricted cash and accounts receivable. The Company’s 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. The Company generally does not require collateral to secure its accounts receivable. No single marketer accounted for 10% or more of the Company’s total revenue for t he three and nine months ended September 30, 2022 or 2021, or for 10% or more of its gross accounts receivable balance as of September 30, 2022 or December 31, 2021. During the three and nine months ended September 30, 2022, none of the Company’s media owners accounted for 10% or more of its total traffic acquisition costs. For the three months ended September 30, 2021, two media owners each individually accounted for approximately 10% of the Company’s total traffic acquisition costs, and individually accounted for approximately 10% and 11% of the Company’s total traffic acquisition costs for the nine months ended September 30, 2021. Segment Information The Company has one operating and reporting segment. The Company’s chief operating decision maker is its Co-Chief Executive Officer who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis. New 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 Leases In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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). This comprehensive new standard amends and supersedes existing lease accounting guidance and is intended to increase transparency and comparability by recognizing right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. In July 2018, this guidance was amended to allow companies to use the beginning of the period in which this standard is adopted as the date of initial application. The Company adopted ASU 2016-02 on January 1, 2022 using the transition election allowing it not to restate prior periods. As such, results for reporting periods beginning on January 1, 2022 are presented under Accounts Standards Codification (“ASC”) 842, while prior period amounts continue to be reported in accordance with the Company’s historical accounting treatment under ASC 840, “Leases.” The Company elected the package of practical expedients permitted under the transition guidance, which allows it not to reassess its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to separate the lease and non-lease components for its real estate leases and not to recognize lease assets and liabilities for operating leases with initial terms of 12 months or less. The Company did not elect the “hindsight” practical expedient. The Company uses its incremental borrowing rate to determine the present value of lease payments, as the Company’s leases do not have a readily determinable implicit discount rate. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount in a similar economic environment. Upon adoption, the Company recognized operating right-of-use assets of $14.8 million and operating lease liabilities of $15.2 million in its consolidated balance sheet as of January 1, 2022. In addition, the Company reclassified deferred rent and lease incentives as a component of operating right-of-use assets. The adoption of the new lease standard did not have a material impact the Company’s results of operations or cash flows and there was no cumulative-effect adjustment to the opening balance of retained earnings. Credit Losses 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 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, “Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) Effective Dates for Certain Entities,” deferred the effective date for Topic 326 to fiscal years beginning after December 15, 2 022. The Company early adopted ASU 2016-13 as of January 1, 2022, using the adoption method based on the aging schedules of accounts receivable. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. See Note 1 to the Company’s audited consolidated financial statements for the year ended December 31, 2021 in the Company’s 2021 Form 10-K for a complete disclosure of the Company’s significant accounting policies. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following table presents total revenue based on where the Company’s marketers are physically located: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) USA $ 76,728 $ 94,599 $ 247,384 $ 265,677 Europe, the Middle East and Africa (EMEA) 125,766 125,102 405,734 377,680 Other 26,523 31,083 80,998 82,604 Total revenue $ 229,017 $ 250,784 $ 734,116 $ 725,961 Contract Balances There were no contract assets as of September 30, 2022 or December 31, 2021. Contract liabilities primarily relate to advance payments and consideration received from customers. As of September 30, 2022 and December 31, 2021, the Company’s contract liabilities were recorded as deferred revenue in the condensed consolidated balance sheets. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Acquisition On November 19, 2021, the Company entered into a definitive agreement, by and among the Company and the shareholders of video intelligence AG (“vi”), a Swiss-based contextual video technology company for digital media owners, for the acquisition of all of the outstanding shares of vi for a purchase price of approximately $55 million. The acquisition was completed on January 5, 2022. The purchase price was paid in the form of cash and Outbrain common stock, with the first installment of $37.3 million in cash and the equity portion paid at closing, and an additional $10.6 million paid in the third quarter of 2022 . The equity portion of the purchase price was comprised of 355,786 shares of the Company’s common stock with a fair value of $4.2 million, and is subject to a post-closing adjustment based on market price of the Company’s stock to be determined one year from closing, at which time any required adjustment is to be paid in cash. Aggregate consideration for the acquisition of vi will not exceed approximately $55 million in total. This acquisition expanded the Company’s video product offerings to include in-stream high-quality video content, delivering a better user experience and more value to its advertisers. The following table summarizes the total purchase consideration as of the acquisition date: January 5, 2022 (In thousands) Cash consideration paid on acquisition date $ 37,311 Fair value of deferred consideration payable in cash 10,936 Fair value of contingent consideration payable 547 Stock consideration 4,190 Total consideration $ 52,984 This acquisition was accounted for as a business combination under the acquisition method of accounting and the results of operations of vi have been included in the Company’s results of operations as of the acquisition date. The Company incurred transaction costs relating to the vi acquisition of $0.2 million during the three months ended March 31, 2022 , which were included in general and administrative expenses in the Company’s condensed consolidated statements of operations. The Company allocated the purchase price to identifiable assets acquired based on their estimated fair values at acquisition date, which required management to use significant judgment and estimates, including valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and identifying comparable companies. The Company engaged third-party valuation specialists to assist in determining the fair values of the acquired assets and liabilities. During the nine months ended September 30, 2022, the Company recorded an ex pense of $0.4 million in its condensed consolidated statement of operations, to adjust the contingent consideration payable to its estimated fair value of approximately $0.9 million as of September 30, 2022. The allocation of the purchase price to the identifiable assets and liabilities based on their estimated fair values as of the acquisition date was as follows: January 5, 2022 (In thousands) Cash and cash equivalents $ 2,787 Accounts receivable 3,849 Prepaid expenses and other current assets 995 Property and equipment, net 43 Publisher relationships 10,783 Customer relationships 732 Content provider relationships 284 Technology intangibles 9,985 Tradenames 3,704 Accounts payable (2,571) Accrued and other liabilities (2,768) Deferred tax liability (5,021) Net assets acquired 22,802 Goodwill 30,182 Total $ 52,984 The fair values of the publisher relationships were determined using the multi-period excess earnings income approach and the fair values of the customer and content provider relationships were determined using the cost approach. The fair value of tradenames and technology was determined using the relief-from-royalty method. Identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The Company estimated useful lives of acquired publisher relationships and technology to be 8 years, and tradenames to be 9 years, and other relationships to be 5 years. Amortization expense for amortizable intangible assets is included within sales and marketing expense and other cost of revenue in the Company’s condensed consolidated statements of operations. The excess of the purchase price over the aggregate fair value of the identifiable assets acquired was recorded as goodwill and is primarily attributable to expected synergies and increased offerings to customers the Company expects from future growth and potential monetization opportunities. Goodwill is not amortized but will be evaluated for impairment at least annually, or more frequently if there are indicators of impairment. The goodwill is not deductible for tax purposes. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company’s financial instruments include restricted time deposits, severance pay fund deposits and foreign currency forward contracts. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the Company uses the fair value hierarchy described below to distinguish between observable and unobservable inputs: Level I — Valuations based on quoted prices in active markets for identical assets and liabilities at the measurement date; Level II — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be principally corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level III — Valuations based on unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy: September 30, 2022 Level I Level II Level III Total (In thousands) Financial Assets: Cash equivalents and investments (1) $ 71,287 $ 234,865 $ — $ 306,152 Restricted time deposit (2) $ — $ 169 $ — $ 169 Severance pay fund deposits (2) $ — $ 5,346 $ — $ 5,346 Total financial assets $ 71,287 $ 240,380 $ — $ 311,667 Financial Liabilities: Foreign currency forward contract (3) $ — $ 2,908 $ — $ 2,908 Total financial liabilities $ — $ 2,908 $ — $ 2,908 December 31, 2021 Level I Level II Level III Total (In thousands) Financial Assets: Restricted time deposit (2) $ — $ 195 $ — $ 195 Severance pay fund deposits (2) $ — $ 6,086 $ — $ 6,086 Foreign currency forward contract (4) $ — $ 741 $ — $ 741 Total financial assets $ — $ 7,022 $ — $ 7,022 _____________________ (1) Money market securities are valued using Level I of the fair value hierarchy, while the fair values of U.S. Treasuries, government bonds, commercial paper, corporate bonds and municipal bonds are considered Level II and are obtained from independent pricing services, which may use various methods, including quoted prices for identical or similar securities in active and inactive markets. See Note 5 for additional detail of our fixed income securities by balance sheet location. (2) Recorded within other assets (3) Recorded within accrued and other current liabilities (4) Recorded within prepaid expenses and other current assets The Company’s 2.95% Convertible Senior Notes due 2026 (“Convertible Notes”) are recorded within long-term debt in its condensed consolidated balance sheets at their carrying value, which may differ from their fair value. The fair value of Convertible Notes is estimated using external pricing data, including any available market data for other debt instruments with similar characteristics. The following table summarizes the carrying value and the estimated fair value of the Company’s Convertible Notes, based on Level II measurements of the fair value hierarchy: September 30, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value (In thousands) Convertible Notes $ 236,000 $ 183,679 $ 236,000 $ 234,348 The Company enters into foreign currency forward exchange contracts to manage the effects of fluctuations in foreign currency exchange rates on its net cash flows from non-U.S. dollar denominated operations. During the three and nine months ended September 30, 2022, the Company recognized gains of $0.4 million and losses of $3.6 million, respectively, related to mark-to-market adjustments on its undesignated foreign currency forward contacts. The Company recorded corresponding gains of $0.1 million and losses of $0.5 million, respectively, during the three and nine months ended September 30, 2021. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Cash Equivalents and Investments In July 2022, the Company initiated a new investment program. All of the Company’s debt securities are classified as available for sale. The Company’s cash equivalents and investments as of September 30, 2022 consisted of the following: September 30, 2022 (in thousands) Fair Value Level Amortized cost (1) Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash Equivalents Short-term investments Long-term investments Money market funds 1 $ 71,287 $ — $ — $ 71,287 $ 71,287 $ — $ — U.S. Treasuries 2 41,070 — (325) 40,745 — 30,106 10,639 U.S. government bonds 2 92,878 — (806) 92,072 10,978 42,688 38,406 Commercial paper 2 41,794 — (127) 41,667 16,821 24,846 — U.S. Corporate bonds 2 61,060 — (679) 60,381 — 38,623 21,758 Total cash equivalents and investments $ 308,089 $ — $ (1,937) $ 306,152 $ 99,086 $ 136,263 $ 70,803 ___________________________ (1) The amortized cost of debt securities excludes accrued interest of $0.7 million as of September 30, 2022. Total estimated fair value of debt securities in an unrealized loss position as of September 30, 2022 was $234.9 million, all of which has been in an unrealized loss position for less than three months. The aggregate amount of unrealized losses as of September 30, 2022 was $1.9 million. For marketable securities with unrealized loss positions, the Company does not intend to sell these securities and it is more likely than not that the Company will hold these securities until maturity or a recovery of the cost basis. No allowance for credit losses was recorded for these securities as of September 30, 2022. The following table shows the fair value of the Company’s available-for-sale securities by contractual maturity: September 30, 2022 (in thousands) Within 1 year $ 235,349 After 1 year through 2 years 70,803 Total fair value $ 306,152 Accounts Receivable and Allowance for Credit Losses The allowance for credit losses is based on the best estimate of the amount of probable credit losses in accounts receivable. The allowance for credit losses is determined based on historical collection experience, reasonable and supportable forecasted information, and any applicable market conditions. The allowance for credit losses also takes into consideration the Company’s current customer information, collection history, and other relevant data. The Company reviews the allowance for credit losses on a quarterly basis. Account balances are written off against the allowance when it is deemed probable that the receivable will not be recovered. Accounts receivable, net of allowance for credit losses consists of the following: September 30, 2022 December 31, 2021 (In thousands) Accounts receivable $ 170,654 $ 197,216 Allowance for credit losses (5,128) (4,402) Accounts receivable, net of allowance for credit losses $ 165,526 $ 192,814 The allowance for credit losses consists of the following activity: Nine Months Ended September 30, 2022 Year Ended December 31, 2021 (In thousands) Allowance for credit losses, beginning balance $ 4,402 $ 4,174 Provision for credit losses, net of recoveries 1,913 2,601 Write-offs (1,187) (2,373) Allowance for credit losses, ending balance $ 5,128 $ 4,402 Prepaid Expenses and Other Current Assets At September 30, 2022 and December 31, 2021, prepaid expenses and other current assets of $42.6 million and $27.9 million , respectively, included prepaid traffic acquisition costs of $22.5 million and $12.5 million , respectively. Property, Equipment and Capitalized Software, Net Property, equipment and capitalized software, net consists of the following: September 30, 2022 December 31, 2021 (In thousands) Computer equipment $ 54,092 $ 43,316 Capitalized software development costs 64,412 54,233 Software 2,407 2,817 Leasehold improvements 855 1,547 Furniture and fixtures 216 83 Property, equipment and capitalized software, gross 121,982 101,996 Less: accumulated depreciation and amortization (86,923) (73,988) Total property, equipment and capitalized software, net $ 35,059 $ 28,008 Accrued and Other Current Liabilities Accrued and other current liabilities consists of the following: September 30, 2022 December 31, 2021 (In thousands) Accrued traffic acquisition costs $ 70,282 $ 60,274 Accrued tax liabilities 13,105 9,240 Accrued agency commissions 9,648 10,639 Accrued professional fees 4,623 6,569 Operating lease obligations, current 3,646 — Foreign currency forward contract 2,908 — Interest payable 1,334 3,094 Finance lease obligations, current 2,004 3,069 Other 8,145 6,705 Total accrued and other current liabilities $ 115,695 $ 99,590 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases certain equipment and computers under finance lease arrangements, as well as office facilities and managed data center facilities under non-cancelable operating lease arrangements for its U.S. and international locations that expire on various dates through 2031. These arrangements require the Company to pay certain operating expenses, such as taxes, repairs and insurance and contain renewal and escalation clauses. The Company’s options to extend or terminate a lease are not included in the lease terms, unless the Company is reasonably certain it will exercise that option. The Company’s leases generally do not contain any material restrictive covenants. The Company’s minimum lease payments include fixed payments for non-lease components included in the lease agreement, but exclude variable lease payments that are not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuations from period to period. Non-lease components that are variable in nature are recorded as variable lease expenses in the period incurred. The following table summarizes assets and liabilities related to the Company’s operating and finance leases: Condensed Consolidated Balance Sheet Location September 30, 2022 (In thousands) Lease assets Operating leases Operating lease right-of-use assets, net $ 11,927 Finance leases Property, equipment and capitalized software, net 2,416 Total lease assets $ 14,343 Lease liabilities Current liabilities: Operating leases Accrued and other current liabilities $ 3,646 Finance leases Accrued and other current liabilities 2,004 Non-current liabilities: Operating leases Operating lease liabilities, non-current 9,012 Finance leases Other liabilities 593 Total lease liabilities $ 15,255 The following table presents the components of the Company’s total lease expense: Condensed Consolidated Statements of Operations Location Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (In thousands) Operating lease cost Fixed lease costs Cost of revenue and operating expenses $ 1,091 $ 3,224 Variable lease costs Operating Expenses 54 116 Short-term lease costs Cost of revenue and operating expenses 137 411 Financing lease cost: Depreciation Cost of revenue 657 2,403 Interest Interest expense 56 215 Total lease cost $ 1,995 $ 6,369 As of September 30, 2022, the maturities of the Company's lease liabilities under operating and finance leases were as follows: Year Operating Leases Finance Leases (in thousands) Remainder of 2022 $ 1,415 $ 630 2023 3,675 1,741 2024 3,250 257 2025 2,900 — 2026 1,724 — Thereafter 1,173 — Total minimum payments required $ 14,137 $ 2,628 Less: imputed interest (1,479) (31) Total present value of lease liabilities $ 12,658 $ 2,597 As of September 30, 2022, the Company entered into three new operating lease agreements that have not yet commenced. Future leases payments for the operating leases are approximately $2.2 million. The leases will commence in the fourth quarter of 2022 and 2023 and have lease terms between one The following table summarizes weighted-average lease terms and discount rates for the Company’s leases: September 30, 2022 Weighted-average remaining lease term (in years) Operating leases 3.99 years Finance leases 1.25 years Weighted-average discount rate Operating leases 5.81% Finance leases 7.35% Supplemental cash flow information related to leases is as follows: Nine Months Ended September 30, 2022 (In thousands) Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows from operating leases $ 3,042 Cash flows from finance leases $ 2,582 New operating lease assets obtained in exchange for new lease obligations $ 1,153 As of December 31, 2021, prior to the adoption of ASU 2016-02 , future minimum lease payments under the Company’s non-cancelable operating leases and capital leases were as follows: Year Ending December 31: Operating Leases Capital Leases (In thousands) 2022 $ 4,214 $ 3,329 2023 3,128 1,741 2024 2,768 257 2025 2,630 — 2026 1,399 — Thereafter 929 — Total minimum payments required $ 15,068 $ 5,327 |
Leases | Leases The Company leases certain equipment and computers under finance lease arrangements, as well as office facilities and managed data center facilities under non-cancelable operating lease arrangements for its U.S. and international locations that expire on various dates through 2031. These arrangements require the Company to pay certain operating expenses, such as taxes, repairs and insurance and contain renewal and escalation clauses. The Company’s options to extend or terminate a lease are not included in the lease terms, unless the Company is reasonably certain it will exercise that option. The Company’s leases generally do not contain any material restrictive covenants. The Company’s minimum lease payments include fixed payments for non-lease components included in the lease agreement, but exclude variable lease payments that are not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuations from period to period. Non-lease components that are variable in nature are recorded as variable lease expenses in the period incurred. The following table summarizes assets and liabilities related to the Company’s operating and finance leases: Condensed Consolidated Balance Sheet Location September 30, 2022 (In thousands) Lease assets Operating leases Operating lease right-of-use assets, net $ 11,927 Finance leases Property, equipment and capitalized software, net 2,416 Total lease assets $ 14,343 Lease liabilities Current liabilities: Operating leases Accrued and other current liabilities $ 3,646 Finance leases Accrued and other current liabilities 2,004 Non-current liabilities: Operating leases Operating lease liabilities, non-current 9,012 Finance leases Other liabilities 593 Total lease liabilities $ 15,255 The following table presents the components of the Company’s total lease expense: Condensed Consolidated Statements of Operations Location Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (In thousands) Operating lease cost Fixed lease costs Cost of revenue and operating expenses $ 1,091 $ 3,224 Variable lease costs Operating Expenses 54 116 Short-term lease costs Cost of revenue and operating expenses 137 411 Financing lease cost: Depreciation Cost of revenue 657 2,403 Interest Interest expense 56 215 Total lease cost $ 1,995 $ 6,369 As of September 30, 2022, the maturities of the Company's lease liabilities under operating and finance leases were as follows: Year Operating Leases Finance Leases (in thousands) Remainder of 2022 $ 1,415 $ 630 2023 3,675 1,741 2024 3,250 257 2025 2,900 — 2026 1,724 — Thereafter 1,173 — Total minimum payments required $ 14,137 $ 2,628 Less: imputed interest (1,479) (31) Total present value of lease liabilities $ 12,658 $ 2,597 As of September 30, 2022, the Company entered into three new operating lease agreements that have not yet commenced. Future leases payments for the operating leases are approximately $2.2 million. The leases will commence in the fourth quarter of 2022 and 2023 and have lease terms between one The following table summarizes weighted-average lease terms and discount rates for the Company’s leases: September 30, 2022 Weighted-average remaining lease term (in years) Operating leases 3.99 years Finance leases 1.25 years Weighted-average discount rate Operating leases 5.81% Finance leases 7.35% Supplemental cash flow information related to leases is as follows: Nine Months Ended September 30, 2022 (In thousands) Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows from operating leases $ 3,042 Cash flows from finance leases $ 2,582 New operating lease assets obtained in exchange for new lease obligations $ 1,153 As of December 31, 2021, prior to the adoption of ASU 2016-02 , future minimum lease payments under the Company’s non-cancelable operating leases and capital leases were as follows: Year Ending December 31: Operating Leases Capital Leases (In thousands) 2022 $ 4,214 $ 3,329 2023 3,128 1,741 2024 2,768 257 2025 2,630 — 2026 1,399 — Thereafter 929 — Total minimum payments required $ 15,068 $ 5,327 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The changes in the carrying value of the Company’s goodwill balance was as follows: September 30, 2022 December 31, 2021 (In thousands) Goodwill, opening balance $ 32,881 $ 32,881 Acquisition of vi 30,182 — Goodwill, closing balance $ 63,063 $ 32,881 The Company has not recorded any accumulated impairments of goodwill. The gross carrying amount and accumulated amortization of the Company’s intangible assets are as follows: As of September 30, 2022 Weighted Average Amortization Gross Value Accumulated Net Carrying (In thousands) Developed technology 5.8 years $ 18,411 $ (9,340) $ 9,071 Customer relationships 4.1 years 5,518 (4,445) 1,073 Publisher relationships 6.3 years 18,053 (7,349) 10,704 Tradenames 8.7 years 5,144 (932) 4,212 Content Provider Relationships 5.0 years 284 (42) 242 Other 14.0 years 883 (209) 674 Total intangible assets, net $ 48,293 $ (22,317) $ 25,976 As of December 31, 2021 Weighted Average Amortization Gross Value Accumulated Net Carrying (In thousands) Developed technology 3.2 years $ 8,425 $ (8,425) $ — Customer relationships 4.0 years 5,345 (4,050) 1,295 Publisher relationships 4.0 years 8,403 (5,777) 2,626 Tradenames 8.0 years 1,665 (572) 1,093 Other 14.0 years 876 (171) 705 Total intangible assets, net $ 24,714 $ (18,995) $ 5,719 No impairment charges were recorded during the three and nine months ended September 30, 2022 and 2021. As of September 30, 2022, estimated amortization related to the Company’s identifiable acquisition-related intangible assets in future periods was as follows: Year Amount (In thousands) Remainder of 2022 $ 1,540 2023 4,125 2024 3,446 2025 3,446 2026 3,446 Thereafter 9,973 Total $ 25,976 |
Long Term Debt
Long Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long-Term Debt 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 institutional investors affiliated with the 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”). Upon issuance of the Notes, the Company recorded a $36.0 million discount in connection with the embedded conversion feature, as well as deferred financing costs of $6.0 million in its consolidated balance sheet. 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 its senior subordinated secured notes due July 1, 2026 (the “Notes”) for $236 million aggregate principal amount of 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. In connection with the exchange of Notes to Convertible Notes, the Company recognized accelerated amortization of the unamortized discount and deferred issuance costs relating to the Notes totaling $42.0 million, which was recorded within charges related to exchange of senior notes upon IPO in the Company’s condensed consolidated statement of operations for the three months and nine months ended September 30, 2021. Deferred financing costs related to Convertible Notes were not material. Interest on the Convertible Notes accrues from July 27, 2021 an d 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 o f $25 per share of the Company’s common stock), subject to adjustment. The Company may not redeem the Convertible Notes prio r 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 lea st 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 t o 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 multiple s of $1,000 princip al 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. The Company was not required to bifurcate the embedded conversion feature and the Convertible Notes were not issued with a substantial premium. As such, the Company accounted for the Convertible Notes as a liability under the no proceeds allocated model. The Company calculates earnings per share using the if-converted method. Revolving Credit Facility On November 2, 2021, the Company entered into the Second Amended and Restated Loan and Security Agreement with Silicon Valley Bank (“SVB”) (the “2021 Revolving Credit Facility”), which provides, subject to borrowing availability and certain other conditions, for revolving loans in an aggregate principal amount of up to $75.0 million (the “Facility”), with a $15.0 million sub-facility for letters of credit. The Company’s borrowing availability under the Facility is calculated by reference to a borrowing base which is determined by specified percentages of eligible accounts receivable. The Facility will terminate on the earlier of (i) November 2, 2026 or (ii) 120 days prior to the maturity date of the Company’s 2.95% Convertible Senior Notes due 2026, unless the Convertible Notes have been converted to common equity securities of the Company. Outstanding loans under the Facility accrue interest, at the Company’s option, at a rate equal to either (a) a base rate minus an applicable margin ranging from 1.5% to 1.0% per annum or (b) LIBOR plus an applicable margin of 1.5% to 2.0% per annum, in each case based upon borrowing availability under the Facility. The undrawn portions of the commitments under the Facility are subject to a commitment fee at a rate ranging from 0.20% per annum to 0.30% per annum, based upon borrowing availability under the Facility. The 2021 Revolving Credit Facility contains representations and warranties, including, without limitation, with respect to collateral; accounts receivable; financials; litigation, indictment and compliance with laws; disclosure and no material adverse effect, each of which is a condition to funding. Additionally, the 2021 Revolving Credit Facility includes events of default and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, without limitation, restrictions on liens, indebtedness, investments, fundamental changes, dispositions, restricted payments and prepayment of the Convertible Notes and of junior indebtedness. The 2021 Revolving Credit Facility contains a financial covenant that requires, in the event that credit extensions under the Facility equal or exceed 85% of the available commitments under the Facility or upon the occurrence of an event of default, the Company to maintain a minimum consolidated monthly fixed charge coverage ratio of 1.00. The obligations of the Company, and the other subsidiary co-borrowers under the 2021 Revolving Credit Facility are secured by a first-priority lien on substantially all the assets of the Company and such other subsidiary co-borrowers. The Company was in compliance with all of the financial covenants under its 2021 Revolving Credit Facility as of September 30, 2022. As of September 30, 2022 and December 31, 2021, the Company had no borrowings outstanding under its revolving credit facilities and its available borrowing capacity was $66.6 million and $75.0 million, respectively, based on the defined borrowing formula. Other assets in the Company’s condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021 included deferred financing costs of $0.5 million, which are being amortized over the term of the 2021 Revolving Credit Facility. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s interim provision for income taxes is determined based on its annual estimated effective tax rate, applied to the actual year-to-date income and adjusted for the tax effects of any discrete items. The Company’s effective tax rates for the three and nine months ended September 30, 2022 was 20.2% and 2.9% , respectively. The Company’s effective tax rate for the three months ended September 30, 2022 was lower than the U.S. federal statutory tax rate of 21%, primarily due to an uncertain tax position relating to a foreign tax jurisdiction, partially offset by the geographic mix of earnings. The Company’s effective tax rate for the nine months ended September 30, 2022 was lower than the U.S. federal statutory tax rate of 21%, primarily due the tax impact related to the profitability of non-U.S. jurisdictions and certain non-deductible stock-based compensation expenses. The Company’s effective tax rates for the three and nine months ended September 30, 2021 was (10.2)% and (36.2)%, respectively. The effective tax rate for the three and nine months ended September 30, 2021 was lower than the U.S. federal statutory tax rate of 21%, primarily due to full valuation allowance recorded against the Company’s deferred tax assets in the U.S. during the period, the majority of which was released during the fourth quarter of 2021. On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which among other things implements a 15% minimum tax on adjusted financial statement income of certain large corporations and a 1% excise tax on net stock repurchases. Based on the Company’s current analysis of the provisions, this legislation is not expected to have a material impact on its consolidated financial statements. In addition, a provision enacted as part of the 2017 Tax Cuts & Jobs Act requires companies to capitalize certain research and experimental expenditures for tax purposes in tax years beginning after December 31, 2021. As a result, the Company currently expects its net operating loss utilization to increase in 2022 as compared to prior years, unless this provision is repealed or deferred prior to year-end. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings and Other Matters From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive letters alleging infringement of patent or other intellectual property rights. The Company is not currently a party to any material legal proceedings, nor is it aware of any pending or threatened litigation that, in its opinion, would have a material adverse effect on its business, operating results, cash flows or financial condition should such litigation be resolved unfavorably. On April 29, 2021, the Company was notified that the Antitrust Division of the U.S. Department of Justice is conducting a criminal investigation into the hiring practices in its industry that includes the Company. The Company is continuing to cooperate with the Antitrust Division. While there can be no assurance regarding the ultimate resolution of this matter, the Company does not believe that its conduct violated applicable law. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholder's Equity | Stockholders’ Equity Share Repurchases On February 28, 2022, the Company’s Board of Directors (the “Board”) approved a stock repurchase program under which the Company is authorized to purchase up to $30 million of the Company's common stock, par value $0.001 per share, with no requirement to purchase any minimum number of shares. The manner, timing, and actual number of shares repurchased under the program will depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through privately negotiated transactions or open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act. The repurchase program may be commenced, suspended or terminated at any time by the Company at its discretion without prior notice. The Company’s repurchases under its $30 million share repurchase program were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands, except share information) Shares repurchased 3,394,326 — 4,782,643 — Fair value of shares repurchased $ 16,078 $ — $ 23,579 $ — As of September 30, 2022, the remaining availability under our $30 million share repurchase program was $6.4 million. In addition, the Company may periodically withhold shares to satisfy employee tax withholding obligations arising in connection with the vesting of restricted stock units and exercise of options and warrants in accordance with the terms of the Company’s equity incentive plans and the underlying award agreements. During the three and nine months ended September 30, 2022, the Company withheld 47,577 shares and 204,078 shares, respectively, with a fair value of $0.2 million and $2.3 million, respectively, to satisfy the employee tax withholding obligations. During the three and nine months ended September 30, 2021, the Company withheld 29,918 shares and 56,262 shares, respectively, with a fair value of $0.1 million and $0.7 million, respectively. Initial Public Offering On July 22, 2021, the Company’s Form S-1, filed on June 29, 2021, as amended, was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Company’s initial public offering (“IPO”) of the Company’s common stock and its common stock began trading on The Nasdaq Stock Market LLC (“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, receiving aggregate net proceeds of $145.1 million, after deducting underwriting discounts, commissions and other offering costs. Deferred offering costs of $3.7 million primarily consisted of accounting, legal and other transaction costs directly related to the IPO. Prior to the IPO, deferred offering costs were recorded within prepaid expenses and other current assets on the Company’s consolidated balance sheet. Upon the Company’s IPO, such costs were reclassified to additional paid-in capital within stockholders’ equity (deficit) 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 total carrying value of convertible preferred stock of $162.4 million was reclassified to stockholders’ equity (deficit). |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation In July 2021, the Board and the Company’s stockholders approved the 2021 Long-Term Incentive Plan (the “2021 LTIP”), which became effective in connection with the closing of the Company’s IPO. The 2021 LTIP may be used to grant, among other award types, stock options and restricted stock units (“RSUs”). 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, as amended and restated on January 21, 2009 (“2007 Plan”), remain subject to the 2007 Plan. As of September 30, 2022, approximately 6,068,000 and 270,000 shares were available for grant under the 2021 LTIP and the 2007 Plan, respectively. The Company recognizes stock-based compensation for stock-based awards, including stock options, RSUs and stock appreciation rights (“SARs”) based on the estimated fair value of the awards. The Company estimates the fair value of its stock option awards on the grant date using the Black-Scholes option pricing model. The fair value of RSUs is the fair value of the Company’s common stock on the date of grant. The following table summarizes stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) Research and development $ 447 $ 1,685 $ 1,740 $ 2,379 Sales and marketing 1,153 5,587 3,736 6,926 General and administrative 1,105 11,176 3,319 12,091 Total stock-based compensation $ 2,705 $ 18,448 (1) $ 8,795 $ 21,396 (1) ______________________________ (1) Includes $16.5 million of stock-based compensation expense recorded during the three months ended September 30, 2021, in connection with the Company’s stock option awards, restricted stock awards, RSUs and SARs for which the service condition has been met and a performance condition was satisfied upon the Company’s IPO, which was a qualifying liquidity event. Stock-based compensation expense for unvested awards will be recognized over the remainder of the requisite service period. As of September 30, 2022, the Company’s unrecognized stock-based compensation expense was $2.5 million for unvested stock options and $28.9 million for unvested RSUs. The following table summarizes stock option activity for the nine months ended September 30, 2022: Stock Options Number of Shares Weighted- Average Exercise Price Outstanding—December 31, 2021 3,482,900 $8.11 Granted — $— Exercised (596,716) $4.15 Forfeited (112,386) $8.46 Outstanding—September 30, 2022 2,773,798 $8.95 Exercisable 2,220,626 $8.43 The following table summarizes RSU activity for the nine months ended September 30, 2022: RSUs Number of Shares Weighted- Average Grant Date Fair Value Outstanding—December 31, 2021 1,848,142 $11.61 Granted 2,066,513 $9.39 Vested (727,972) $10.78 Forfeited (243,041) $11.14 Outstanding—September 30, 2022 2,943,642 $10.32 As of September 30, 2022 and December 31, 2021, 3,390 SARs awards were outstanding, which are accounted for as liability awards. 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, which expire between 2024 and 2026. A s of September 30, 2022 and December 31, 2021, the Company had 188,235 and 376,470 warrants outstanding, respectively, with a weighted exercise price of $7.57 as of September 30, 2022. During the nine months ended September 30, 2022, 188,235 warrants were exercised. Employee Stock Purchase Plan In July 2021, the Board and the Company’s 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 approximately 1,830,000 shares of the Company’s common stock have been reserved for issuance under the ESPP, which is subject to annual automatic evergreen increases. As of September 30, 2022, no shares have been purchased under the ESPP as it is not yet effective. |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common Share The following table sets forth basic and diluted net loss per share for the periods presented. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands, except share and per share data) Numerator: Net loss $ (4,624) $ (53,906) $ (16,832) $ (27,959) Denominator: Basic and diluted weighted-average shares 55,232,611 47,859,056 56,679,302 27,645,471 Net loss per share: Basic $ (0.08) $ (1.13) $ (0.30) $ (1.01) Diluted $ (0.08) $ (1.13) $ (0.30) $ (1.01) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Convertible preferred stock — 6,612,542 — 20,562,077 Options to purchase common stock 2,773,798 4,510,385 2,773,798 5,056,939 Warrants 188,235 434,454 188,235 558,194 Restricted stock units 2,943,642 3,933,167 2,943,642 4,161,050 Convertible notes 9,440,000 7,182,609 9,440,000 2,420,513 Total shares excluded from diluted (loss) income per share 15,345,675 22,673,157 15,345,675 32,758,773 |
Organization, Description of _2
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Adopted Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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 (“U.S. GAAP”) for interim financial information and are unaudited. Certain information and disclosures normally included in 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 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 18, 2022 (“2021 Form 10-K”). |
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. Estimates and judgments are based on historical information and on various other assumptions that the Company believes 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 credit losses, 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, and the recognition and measurement of income tax uncertainties and other contingencies. Actual results could differ materially from these estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior periods’ financial information in order to conform to the current period’s presentation. |
Cash and Cash Equivalents | Cash and Cash Equivalents and Investments The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand and highly liquid investments in money market funds, U.S. government bonds and commercial paper. |
Investments | The Company’s investments in debt securities are classified as available-for-sale and recorded at fair value. The Company classifies its investments in debt securities as short-term or long-term, based on each security’s maturity date. Unrealized gains and losses on available-for-sale securities are recognized in other comprehensive income (loss) (“OCI”), net of taxes. Although the Company does not have intent to sell its debt investments, the Company |
Certain Risks and Concentrations | Certain Risks and Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, restricted cash and accounts receivable. The Company’s 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. The Company generally does not require collateral to secure its accounts receivable. No single marketer accounted for 10% or more of the Company’s total revenue for t he three and nine months ended September 30, 2022 or 2021, or for 10% or more of its gross accounts receivable balance as of September 30, 2022 or December 31, 2021. During the three and nine months ended September 30, 2022, none of the Company’s media owners accounted for 10% or more of its total traffic acquisition costs. For the three months ended September 30, 2021, two media owners each individually accounted for approximately 10% of the Company’s total traffic acquisition costs, and individually accounted for approximately 10% and 11% of the Company’s total traffic acquisition costs for the nine months ended September 30, 2021. |
Segment Information | Segment Information The Company has one operating and reporting segment. The Company’s chief operating decision maker is its Co-Chief Executive Officer who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis. |
New Accounting Pronouncements | New 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 Leases In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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). This comprehensive new standard amends and supersedes existing lease accounting guidance and is intended to increase transparency and comparability by recognizing right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. In July 2018, this guidance was amended to allow companies to use the beginning of the period in which this standard is adopted as the date of initial application. The Company adopted ASU 2016-02 on January 1, 2022 using the transition election allowing it not to restate prior periods. As such, results for reporting periods beginning on January 1, 2022 are presented under Accounts Standards Codification (“ASC”) 842, while prior period amounts continue to be reported in accordance with the Company’s historical accounting treatment under ASC 840, “Leases.” The Company elected the package of practical expedients permitted under the transition guidance, which allows it not to reassess its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to separate the lease and non-lease components for its real estate leases and not to recognize lease assets and liabilities for operating leases with initial terms of 12 months or less. The Company did not elect the “hindsight” practical expedient. The Company uses its incremental borrowing rate to determine the present value of lease payments, as the Company’s leases do not have a readily determinable implicit discount rate. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount in a similar economic environment. Upon adoption, the Company recognized operating right-of-use assets of $14.8 million and operating lease liabilities of $15.2 million in its consolidated balance sheet as of January 1, 2022. In addition, the Company reclassified deferred rent and lease incentives as a component of operating right-of-use assets. The adoption of the new lease standard did not have a material impact the Company’s results of operations or cash flows and there was no cumulative-effect adjustment to the opening balance of retained earnings. Credit Losses 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 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, “Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) Effective Dates for Certain Entities,” deferred the effective date for Topic 326 to fiscal years beginning after December 15, 2 022. The Company early adopted ASU 2016-13 as of January 1, 2022, using the adoption method based on the aging schedules of accounts receivable. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. See Note 1 to the Company’s audited consolidated financial statements for the year ended December 31, 2021 in the Company’s 2021 Form 10-K for a complete disclosure of the Company’s significant accounting policies. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit LossesThe allowance for credit losses is based on the best estimate of the amount of probable credit losses in accounts receivable. The allowance for credit losses is determined based on historical collection experience, reasonable and supportable forecasted information, and any applicable market conditions. The allowance for credit losses also takes into consideration the Company’s current customer information, collection history, and other relevant data. The Company reviews the allowance for credit losses on a quarterly basis. Account balances are written off against the allowance when it is deemed probable that the receivable will not be recovered. |
Leases | The Company leases certain equipment and computers under finance lease arrangements, as well as office facilities and managed data center facilities under non-cancelable operating lease arrangements for its U.S. and international locations that expire on various dates through 2031. These arrangements require the Company to pay certain operating expenses, such as taxes, repairs and insurance and contain renewal and escalation clauses. The Company’s options to extend or terminate a lease are not included in the lease terms, unless the Company is reasonably certain it will exercise that option. The Company’s leases generally do not contain any material restrictive covenants. The Company’s minimum lease payments include fixed payments for non-lease components included in the lease agreement, but exclude variable lease payments that are not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuations from period to period. Non-lease components that are variable in nature are recorded as variable lease expenses in the period incurred. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Total Revenue by Physical Location of Marketers | The following table presents total revenue based on where the Company’s marketers are physically located: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands) USA $ 76,728 $ 94,599 $ 247,384 $ 265,677 Europe, the Middle East and Africa (EMEA) 125,766 125,102 405,734 377,680 Other 26,523 31,083 80,998 82,604 Total revenue $ 229,017 $ 250,784 $ 734,116 $ 725,961 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the total purchase consideration as of the acquisition date: January 5, 2022 (In thousands) Cash consideration paid on acquisition date $ 37,311 Fair value of deferred consideration payable in cash 10,936 Fair value of contingent consideration payable 547 Stock consideration 4,190 Total consideration $ 52,984 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The allocation of the purchase price to the identifiable assets and liabilities based on their estimated fair values as of the acquisition date was as follows: January 5, 2022 (In thousands) Cash and cash equivalents $ 2,787 Accounts receivable 3,849 Prepaid expenses and other current assets 995 Property and equipment, net 43 Publisher relationships 10,783 Customer relationships 732 Content provider relationships 284 Technology intangibles 9,985 Tradenames 3,704 Accounts payable (2,571) Accrued and other liabilities (2,768) Deferred tax liability (5,021) Net assets acquired 22,802 Goodwill 30,182 Total $ 52,984 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets Measured on Recurring Basis | The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy: September 30, 2022 Level I Level II Level III Total (In thousands) Financial Assets: Cash equivalents and investments (1) $ 71,287 $ 234,865 $ — $ 306,152 Restricted time deposit (2) $ — $ 169 $ — $ 169 Severance pay fund deposits (2) $ — $ 5,346 $ — $ 5,346 Total financial assets $ 71,287 $ 240,380 $ — $ 311,667 Financial Liabilities: Foreign currency forward contract (3) $ — $ 2,908 $ — $ 2,908 Total financial liabilities $ — $ 2,908 $ — $ 2,908 December 31, 2021 Level I Level II Level III Total (In thousands) Financial Assets: Restricted time deposit (2) $ — $ 195 $ — $ 195 Severance pay fund deposits (2) $ — $ 6,086 $ — $ 6,086 Foreign currency forward contract (4) $ — $ 741 $ — $ 741 Total financial assets $ — $ 7,022 $ — $ 7,022 _____________________ (1) Money market securities are valued using Level I of the fair value hierarchy, while the fair values of U.S. Treasuries, government bonds, commercial paper, corporate bonds and municipal bonds are considered Level II and are obtained from independent pricing services, which may use various methods, including quoted prices for identical or similar securities in active and inactive markets. See Note 5 for additional detail of our fixed income securities by balance sheet location. (2) Recorded within other assets (3) Recorded within accrued and other current liabilities (4) Recorded within prepaid expenses and other current assets |
Schedule of Fair Value, Liabilities Measured on Nonrecurring Basis | The following table summarizes the carrying value and the estimated fair value of the Company’s Convertible Notes, based on Level II measurements of the fair value hierarchy: September 30, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value (In thousands) Convertible Notes $ 236,000 $ 183,679 $ 236,000 $ 234,348 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash Equivalents and Investments | The Company’s cash equivalents and investments as of September 30, 2022 consisted of the following: September 30, 2022 (in thousands) Fair Value Level Amortized cost (1) Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash Equivalents Short-term investments Long-term investments Money market funds 1 $ 71,287 $ — $ — $ 71,287 $ 71,287 $ — $ — U.S. Treasuries 2 41,070 — (325) 40,745 — 30,106 10,639 U.S. government bonds 2 92,878 — (806) 92,072 10,978 42,688 38,406 Commercial paper 2 41,794 — (127) 41,667 16,821 24,846 — U.S. Corporate bonds 2 61,060 — (679) 60,381 — 38,623 21,758 Total cash equivalents and investments $ 308,089 $ — $ (1,937) $ 306,152 $ 99,086 $ 136,263 $ 70,803 ___________________________ (1) The amortized cost of debt securities excludes accrued interest of $0.7 million as of September 30, 2022. The following table shows the fair value of the Company’s available-for-sale securities by contractual maturity: September 30, 2022 (in thousands) Within 1 year $ 235,349 After 1 year through 2 years 70,803 Total fair value $ 306,152 |
Accounts Receivable, Net of Allowance | Accounts receivable, net of allowance for credit losses consists of the following: September 30, 2022 December 31, 2021 (In thousands) Accounts receivable $ 170,654 $ 197,216 Allowance for credit losses (5,128) (4,402) Accounts receivable, net of allowance for credit losses $ 165,526 $ 192,814 |
Activity in Allowance for Credit Losses | The allowance for credit losses consists of the following activity: Nine Months Ended September 30, 2022 Year Ended December 31, 2021 (In thousands) Allowance for credit losses, beginning balance $ 4,402 $ 4,174 Provision for credit losses, net of recoveries 1,913 2,601 Write-offs (1,187) (2,373) Allowance for credit losses, ending balance $ 5,128 $ 4,402 |
Property, Equipment and Capitalized Software, Net | Property, equipment and capitalized software, net consists of the following: September 30, 2022 December 31, 2021 (In thousands) Computer equipment $ 54,092 $ 43,316 Capitalized software development costs 64,412 54,233 Software 2,407 2,817 Leasehold improvements 855 1,547 Furniture and fixtures 216 83 Property, equipment and capitalized software, gross 121,982 101,996 Less: accumulated depreciation and amortization (86,923) (73,988) Total property, equipment and capitalized software, net $ 35,059 $ 28,008 |
Accrued and Other Current Liabilities | Accrued and other current liabilities consists of the following: September 30, 2022 December 31, 2021 (In thousands) Accrued traffic acquisition costs $ 70,282 $ 60,274 Accrued tax liabilities 13,105 9,240 Accrued agency commissions 9,648 10,639 Accrued professional fees 4,623 6,569 Operating lease obligations, current 3,646 — Foreign currency forward contract 2,908 — Interest payable 1,334 3,094 Finance lease obligations, current 2,004 3,069 Other 8,145 6,705 Total accrued and other current liabilities $ 115,695 $ 99,590 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Operating and Financing Leases, Assets and Liabilities | The following table summarizes assets and liabilities related to the Company’s operating and finance leases: Condensed Consolidated Balance Sheet Location September 30, 2022 (In thousands) Lease assets Operating leases Operating lease right-of-use assets, net $ 11,927 Finance leases Property, equipment and capitalized software, net 2,416 Total lease assets $ 14,343 Lease liabilities Current liabilities: Operating leases Accrued and other current liabilities $ 3,646 Finance leases Accrued and other current liabilities 2,004 Non-current liabilities: Operating leases Operating lease liabilities, non-current 9,012 Finance leases Other liabilities 593 Total lease liabilities $ 15,255 |
Lease costs | The following table presents the components of the Company’s total lease expense: Condensed Consolidated Statements of Operations Location Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (In thousands) Operating lease cost Fixed lease costs Cost of revenue and operating expenses $ 1,091 $ 3,224 Variable lease costs Operating Expenses 54 116 Short-term lease costs Cost of revenue and operating expenses 137 411 Financing lease cost: Depreciation Cost of revenue 657 2,403 Interest Interest expense 56 215 Total lease cost $ 1,995 $ 6,369 The following table summarizes weighted-average lease terms and discount rates for the Company’s leases: September 30, 2022 Weighted-average remaining lease term (in years) Operating leases 3.99 years Finance leases 1.25 years Weighted-average discount rate Operating leases 5.81% Finance leases 7.35% Supplemental cash flow information related to leases is as follows: Nine Months Ended September 30, 2022 (In thousands) Cash paid for amounts included in measurement of lease liabilities: Operating cash outflows from operating leases $ 3,042 Cash flows from finance leases $ 2,582 New operating lease assets obtained in exchange for new lease obligations $ 1,153 |
Lease Liabilities Under Financing Leases | As of September 30, 2022, the maturities of the Company's lease liabilities under operating and finance leases were as follows: Year Operating Leases Finance Leases (in thousands) Remainder of 2022 $ 1,415 $ 630 2023 3,675 1,741 2024 3,250 257 2025 2,900 — 2026 1,724 — Thereafter 1,173 — Total minimum payments required $ 14,137 $ 2,628 Less: imputed interest (1,479) (31) Total present value of lease liabilities $ 12,658 $ 2,597 |
Lease Liabilities Under Operating Leases | As of September 30, 2022, the maturities of the Company's lease liabilities under operating and finance leases were as follows: Year Operating Leases Finance Leases (in thousands) Remainder of 2022 $ 1,415 $ 630 2023 3,675 1,741 2024 3,250 257 2025 2,900 — 2026 1,724 — Thereafter 1,173 — Total minimum payments required $ 14,137 $ 2,628 Less: imputed interest (1,479) (31) Total present value of lease liabilities $ 12,658 $ 2,597 |
Aggregate Future Non-cancelable Minimum Lease Payments | As of December 31, 2021, prior to the adoption of ASU 2016-02 , future minimum lease payments under the Company’s non-cancelable operating leases and capital leases were as follows: Year Ending December 31: Operating Leases Capital Leases (In thousands) 2022 $ 4,214 $ 3,329 2023 3,128 1,741 2024 2,768 257 2025 2,630 — 2026 1,399 — Thereafter 929 — Total minimum payments required $ 15,068 $ 5,327 |
Aggregate Future Non-cancelable Minimum Lease Payments | As of December 31, 2021, prior to the adoption of ASU 2016-02 , future minimum lease payments under the Company’s non-cancelable operating leases and capital leases were as follows: Year Ending December 31: Operating Leases Capital Leases (In thousands) 2022 $ 4,214 $ 3,329 2023 3,128 1,741 2024 2,768 257 2025 2,630 — 2026 1,399 — Thereafter 929 — Total minimum payments required $ 15,068 $ 5,327 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying value of the Company’s goodwill balance was as follows: September 30, 2022 December 31, 2021 (In thousands) Goodwill, opening balance $ 32,881 $ 32,881 Acquisition of vi 30,182 — Goodwill, closing balance $ 63,063 $ 32,881 |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of the Company’s intangible assets are as follows: As of September 30, 2022 Weighted Average Amortization Gross Value Accumulated Net Carrying (In thousands) Developed technology 5.8 years $ 18,411 $ (9,340) $ 9,071 Customer relationships 4.1 years 5,518 (4,445) 1,073 Publisher relationships 6.3 years 18,053 (7,349) 10,704 Tradenames 8.7 years 5,144 (932) 4,212 Content Provider Relationships 5.0 years 284 (42) 242 Other 14.0 years 883 (209) 674 Total intangible assets, net $ 48,293 $ (22,317) $ 25,976 As of December 31, 2021 Weighted Average Amortization Gross Value Accumulated Net Carrying (In thousands) Developed technology 3.2 years $ 8,425 $ (8,425) $ — Customer relationships 4.0 years 5,345 (4,050) 1,295 Publisher relationships 4.0 years 8,403 (5,777) 2,626 Tradenames 8.0 years 1,665 (572) 1,093 Other 14.0 years 876 (171) 705 Total intangible assets, net $ 24,714 $ (18,995) $ 5,719 |
Schedule of Estimated Amortization on Identifiable Acquisition-Related Intangible Assets | As of September 30, 2022, estimated amortization related to the Company’s identifiable acquisition-related intangible assets in future periods was as follows: Year Amount (In thousands) Remainder of 2022 $ 1,540 2023 4,125 2024 3,446 2025 3,446 2026 3,446 Thereafter 9,973 Total $ 25,976 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Stock Repurchase Program | The Company’s repurchases under its $30 million share repurchase program were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands, except share information) Shares repurchased 3,394,326 — 4,782,643 — Fair value of shares repurchased $ 16,078 $ — $ 23,579 $ — |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation | The following table summarizes stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in thousands) Research and development $ 447 $ 1,685 $ 1,740 $ 2,379 Sales and marketing 1,153 5,587 3,736 6,926 General and administrative 1,105 11,176 3,319 12,091 Total stock-based compensation $ 2,705 $ 18,448 (1) $ 8,795 $ 21,396 (1) ______________________________ (1) Includes $16.5 million of stock-based compensation expense recorded during the three months ended September 30, 2021, in connection with the Company’s stock option awards, restricted stock awards, RSUs and SARs for which the service condition has been met and a performance condition was satisfied upon the Company’s IPO, which was a qualifying liquidity event. Stock-based compensation expense for unvested awards will be recognized over the remainder of the requisite service period. |
Share-based Payment Arrangement, Option, Activity | The following table summarizes stock option activity for the nine months ended September 30, 2022: Stock Options Number of Shares Weighted- Average Exercise Price Outstanding—December 31, 2021 3,482,900 $8.11 Granted — $— Exercised (596,716) $4.15 Forfeited (112,386) $8.46 Outstanding—September 30, 2022 2,773,798 $8.95 Exercisable 2,220,626 $8.43 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes RSU activity for the nine months ended September 30, 2022: RSUs Number of Shares Weighted- Average Grant Date Fair Value Outstanding—December 31, 2021 1,848,142 $11.61 Granted 2,066,513 $9.39 Vested (727,972) $10.78 Forfeited (243,041) $11.14 Outstanding—September 30, 2022 2,943,642 $10.32 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth basic and diluted net loss per share for the periods presented. Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (In thousands, except share and per share data) Numerator: Net loss $ (4,624) $ (53,906) $ (16,832) $ (27,959) Denominator: Basic and diluted weighted-average shares 55,232,611 47,859,056 56,679,302 27,645,471 Net loss per share: Basic $ (0.08) $ (1.13) $ (0.30) $ (1.01) Diluted $ (0.08) $ (1.13) $ (0.30) $ (1.01) |
Schedule of Weighted Average Shares Excluded From Calculation of Diluted Income (Loss) Per Share | The following potentially dilutive shares have been excluded from the calculation of diluted loss per share for each period presented because they are anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Convertible preferred stock — 6,612,542 — 20,562,077 Options to purchase common stock 2,773,798 4,510,385 2,773,798 5,056,939 Warrants 188,235 434,454 188,235 558,194 Restricted stock units 2,943,642 3,933,167 2,943,642 4,161,050 Convertible notes 9,440,000 7,182,609 9,440,000 2,420,513 Total shares excluded from diluted (loss) income per share 15,345,675 22,673,157 15,345,675 32,758,773 |
Organization, Description of _3
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Adopted Accounting Pronouncements - Certain Risks and Concentrations (Details) - Revenue Benchmark - Customer Concentration Risk | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10% | 10% |
Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10% | 11% |
Organization, Description of _4
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Adopted Accounting Pronouncements - Segment Information (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Number of operating segments | 1 |
Organization, Description of _5
Organization, Description of Business, Basis of Presentation, Use of Estimates and Recently Adopted Accounting Pronouncements - New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
New Accounting Pronouncements [Line Items] | |||
Operating lease right of use assets | $ 11,927 | $ 0 | |
Operating lease liabilities | $ 12,658 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements [Line Items] | |||
Operating lease right of use assets | $ 14,800 | ||
Operating lease liabilities | $ 15,200 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 229,017 | $ 250,784 | $ 734,116 | $ 725,961 |
USA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 76,728 | 94,599 | 247,384 | 265,677 |
Europe, the Middle East and Africa (EMEA) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 125,766 | 125,102 | 405,734 | 377,680 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 26,523 | $ 31,083 | $ 80,998 | $ 82,604 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 0 | $ 0 |
Acquisition - Consideration Tra
Acquisition - Consideration Transferred (Details) - Video Intelligence AG - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 05, 2022 | Sep. 30, 2022 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Cash consideration paid on acquisition date | $ 37,311 | $ 10,600 |
Fair value of deferred consideration payable in cash | 10,936 | |
Fair value of contingent consideration payable | 547 | |
Stock consideration | 4,190 | |
Total consideration | $ 52,984 |
Acquisition - Purchase Price, I
Acquisition - Purchase Price, Identifiable Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 05, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 63,063 | $ 32,881 | $ 32,881 | |
Video Intelligence AG | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 2,787 | |||
Accounts receivable | 3,849 | |||
Prepaid expenses and other current assets | 995 | |||
Property and equipment, net | 43 | |||
Accounts payable | (2,571) | |||
Accrued and other liabilities | (2,768) | |||
Deferred tax liability | (5,021) | |||
Net assets acquired | 22,802 | |||
Goodwill | 30,182 | |||
Total | 52,984 | |||
Video Intelligence AG | Publisher relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 10,783 | |||
Video Intelligence AG | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 732 | |||
Video Intelligence AG | Content provider relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 284 | |||
Video Intelligence AG | Technology intangibles | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 9,985 | |||
Video Intelligence AG | Tradenames | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 3,704 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 05, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Publisher relationships | |||||
Business Acquisition [Line Items] | |||||
Estimated useful lives of acquired assets | 6 years 3 months 18 days | 4 years | |||
Technology intangibles | |||||
Business Acquisition [Line Items] | |||||
Estimated useful lives of acquired assets | 5 years 9 months 18 days | 3 years 2 months 12 days | |||
Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Estimated useful lives of acquired assets | 4 years 1 month 6 days | 4 years | |||
Content provider relationships | |||||
Business Acquisition [Line Items] | |||||
Estimated useful lives of acquired assets | 5 years | ||||
Tradenames | |||||
Business Acquisition [Line Items] | |||||
Estimated useful lives of acquired assets | 8 years 8 months 12 days | 8 years | |||
Video Intelligence AG | |||||
Business Acquisition [Line Items] | |||||
Acquisition purchase price | $ 52,984 | ||||
Cash consideration paid on acquisition date | $ 37,311 | $ 10,600 | |||
Equity portion of purchase price (in shares) | 355,786 | ||||
Stock consideration | $ 4,190 | ||||
Acquisition transaction costs | $ 200 | ||||
Contingent consideration payable, change in fair value | $ 400 | ||||
Video Intelligence AG | Estimated Fair Value | |||||
Business Acquisition [Line Items] | |||||
Business combination, contingent consideration, liability | $ 900 | $ 900 | |||
Video Intelligence AG | Maximum | |||||
Business Acquisition [Line Items] | |||||
Acquisition purchase price | $ 55,000 | ||||
Video Intelligence AG | Publisher relationships | |||||
Business Acquisition [Line Items] | |||||
Estimated useful lives of acquired assets | 8 years | ||||
Video Intelligence AG | Technology intangibles | |||||
Business Acquisition [Line Items] | |||||
Estimated useful lives of acquired assets | 8 years | ||||
Video Intelligence AG | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Estimated useful lives of acquired assets | 5 years | ||||
Video Intelligence AG | Content provider relationships | |||||
Business Acquisition [Line Items] | |||||
Estimated useful lives of acquired assets | 5 years | ||||
Video Intelligence AG | Tradenames | |||||
Business Acquisition [Line Items] | |||||
Estimated useful lives of acquired assets | 9 years |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | $ 741 | |
Total financial assets | $ 311,667 | 7,022 |
Foreign currency forward contract | 2,908 | |
Total financial liabilities | 2,908 | |
Investments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 306,152 | |
Restricted time deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 169 | 195 |
Severance pay fund deposits | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 5,346 | 6,086 |
Level I | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | |
Total financial assets | 71,287 | 0 |
Foreign currency forward contract | 0 | |
Total financial liabilities | 0 | |
Level I | Investments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 71,287 | |
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] | ||
Derivative asset | 741 | |
Total financial assets | 240,380 | 7,022 |
Foreign currency forward contract | 2,908 | |
Total financial liabilities | 2,908 | |
Level II | Investments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 234,865 | |
Level II | Restricted time deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 169 | 195 |
Level II | Severance pay fund deposits | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 5,346 | 6,086 |
Level III | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | |
Total financial assets | 0 | 0 |
Foreign currency forward contract | 0 | |
Total financial liabilities | 0 | |
Level III | Investments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 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 |
Fair Value Measurements - Fin_2
Fair Value Measurements - Financial Liabilities Measured on Nonrecurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 27, 2021 |
Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Notes | $ 236,000 | $ 236,000 | |
Estimated Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Convertible Notes | $ 183,679 | $ 234,348 | |
Convertible notes | 2.95% Convertible Senior Notes Due 2026 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Interest rate | 2.95% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Foreign currency forward contract | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Gain (loss) on mark-to-market adjustments | $ 0.4 | $ 0.1 | $ (3.6) | $ (0.5) |
Balance Sheet Components - Cash
Balance Sheet Components - Cash, Cash Equivalents and Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | $ 308,089 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (1,937) | |
Estimated Fair Value | 306,152 | |
Cash Equivalents | 99,086 | |
Short-term investments | 136,263 | $ 0 |
Long-term investments | 70,803 | $ 0 |
Accrued interest | 700 | |
Debt securities, unrealized loss position, fair value | 234,900 | |
Aggregate unrealized losses | 1,900 | |
Money market funds | Level I | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | 71,287 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 71,287 | |
U.S. Treasuries | Level II | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | 41,070 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (325) | |
Estimated Fair Value | 40,745 | |
U.S. government bonds | Level II | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | 92,878 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (806) | |
Estimated Fair Value | 92,072 | |
Commercial paper | Level II | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | 41,794 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (127) | |
Estimated Fair Value | 41,667 | |
U.S. Corporate bonds | Level II | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | 61,060 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (679) | |
Estimated Fair Value | 60,381 | |
Cash Equivalents | Money market funds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cash Equivalents | 71,287 | |
Short-term investments | 0 | |
Long-term investments | 0 | |
Short And Long Term Marketable Securities | U.S. Treasuries | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cash Equivalents | 0 | |
Short-term investments | 30,106 | |
Long-term investments | 10,639 | |
Short And Long Term Marketable Securities | U.S. government bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cash Equivalents | 10,978 | |
Short-term investments | 42,688 | |
Long-term investments | 38,406 | |
Short And Long Term Marketable Securities | Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cash Equivalents | 16,821 | |
Short-term investments | 24,846 | |
Long-term investments | 0 | |
Short And Long Term Marketable Securities | U.S. Corporate bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cash Equivalents | 0 | |
Short-term investments | 38,623 | |
Long-term investments | $ 21,758 |
Balance Sheet Components - Avai
Balance Sheet Components - Available for Sale Securities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Within 1 year | $ 235,349 |
After 1 year through 2 years | 70,803 |
Total fair value | $ 306,152 |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable, Net of Allowance (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accounts receivable | $ 170,654 | $ 197,216 | |
Allowance for credit losses | (5,128) | (4,402) | $ (4,174) |
Accounts receivable, net of allowance for credit losses | $ 165,526 | $ 192,814 |
Balance Sheet Components - Allo
Balance Sheet Components - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit losses, beginning balance | $ 4,402 | $ 4,174 |
Provision for credit losses, net of recoveries | 1,913 | 2,601 |
Write-offs | (1,187) | (2,373) |
Allowance for credit losses, ending balance | 5,128 | 4,402 |
Prepaid expenses and other current assets | 42,551 | 27,873 |
Traffic acquisition costs, prepaid | $ 22,500 | $ 12,500 |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Equipment and Capitalized Software (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | $ 121,982 | $ 101,996 |
Less: accumulated depreciation and amortization | (86,923) | (73,988) |
Total property, equipment and capitalized software, net | 35,059 | 28,008 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | 54,092 | 43,316 |
Capitalized software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | 64,412 | 54,233 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | 2,407 | 2,817 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | 855 | 1,547 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and capitalized software, gross | $ 216 | $ 83 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued traffic acquisition costs | $ 70,282 | $ 60,274 |
Accrued tax liabilities | 13,105 | 9,240 |
Accrued agency commissions | 9,648 | 10,639 |
Accrued professional fees | 4,623 | 6,569 |
Operating lease obligations, current | 3,646 | 0 |
Foreign currency forward contract | 2,908 | 0 |
Interest payable | 1,334 | 3,094 |
Finance lease obligations, current | 2,004 | 3,069 |
Other | 8,145 | 6,705 |
Total accrued and other current liabilities | 115,695 | 99,590 |
Traffic acquisition costs in accounts payable | $ 117,800 | $ 147,400 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Lease assets | ||
Operating leases | $ 11,927 | $ 0 |
Finance leases | $ 2,416 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, equipment and capitalized software, net | |
Total lease assets | $ 14,343 | |
Lease liabilities | ||
Operating lease obligations, current | $ 3,646 | 0 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued And Other Liabilities, Current | |
Finance lease obligations, current | $ 2,004 | 3,069 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued And Other Liabilities, Current | |
Operating lease liabilities, non-current | $ 9,012 | $ 0 |
Finance leases | $ 593 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | |
Total lease liabilities | $ 15,255 |
Leases - Lease Expense Componen
Leases - Lease Expense Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Fixed lease costs | $ 1,091 | $ 3,224 |
Variable lease costs | 54 | 116 |
Short-term lease costs | 137 | 411 |
Depreciation | 657 | 2,403 |
Interest | 56 | 215 |
Total lease cost | $ 1,995 | $ 6,369 |
Leases - Future Lease Payments
Leases - Future Lease Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Operating Leases | |
Remainder of 2022 | $ 1,415 |
2023 | 3,675 |
2024 | 3,250 |
2025 | 2,900 |
2026 | 1,724 |
Thereafter | 1,173 |
Total minimum payments required | 14,137 |
Less: imputed interest | (1,479) |
Total present value of lease liabilities | 12,658 |
Finance Leases | |
Remainder of 2022 | 630 |
2023 | 1,741 |
2024 | 257 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total minimum payments required | 2,628 |
Less: imputed interest | (31) |
Total present value of lease liabilities | $ 2,597 |
Leases - Weighted Average Lease
Leases - Weighted Average Lease Terms and Discount Rates (Details) | Sep. 30, 2022 |
Leases [Abstract] | |
Weighted average remaining lease term, operating leases (in years) | 3 years 11 months 26 days |
Weighted average remaining lease term, finance leases (in years) | 1 year 3 months |
Weighted average discount rate, operating leases | 5.81% |
Weighted average discount rate, finance leases | 7.35% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Leases [Abstract] | |
Operating cash outflows from operating leases | $ 3,042 |
Cash flows from finance leases | 2,582 |
New operating lease assets obtained in exchange for new lease obligations | $ 1,153 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) lease | Dec. 31, 2021 USD ($) |
Operating Leases | ||
2022 | $ 4,214 | |
2023 | 3,128 | |
2024 | 2,768 | |
2025 | 2,630 | |
2026 | 1,399 | |
Thereafter | 929 | |
Total minimum payments required | 15,068 | |
Capital Leases | ||
2022 | 3,329 | |
2023 | 1,741 | |
2024 | 257 | |
2025 | 0 | |
2026 | 0 | |
Thereafter | 0 | |
Total minimum payments required | $ 5,327 | |
Lessee, Lease, Description [Line Items] | ||
Number of operating leases not yet commenced | lease | 3 | |
Future operating leases payments, not yet commenced | $ 2,200 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 10 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill, opening balance | $ 32,881 | $ 32,881 |
Acquisition of vi | 30,182 | 0 |
Goodwill, closing balance | $ 63,063 | $ 32,881 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Accumulated impairments of goodwill | $ 0 | $ 0 | $ 0 | ||
Impairment charges | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 48,293 | $ 24,714 |
Accumulated Amortization | (22,317) | (18,995) |
Net Carrying Value | $ 25,976 | $ 5,719 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years 9 months 18 days | 3 years 2 months 12 days |
Gross Value | $ 18,411 | $ 8,425 |
Accumulated Amortization | (9,340) | (8,425) |
Net Carrying Value | $ 9,071 | $ 0 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 4 years 1 month 6 days | 4 years |
Gross Value | $ 5,518 | $ 5,345 |
Accumulated Amortization | (4,445) | (4,050) |
Net Carrying Value | $ 1,073 | $ 1,295 |
Publisher relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 6 years 3 months 18 days | 4 years |
Gross Value | $ 18,053 | $ 8,403 |
Accumulated Amortization | (7,349) | (5,777) |
Net Carrying Value | $ 10,704 | $ 2,626 |
Tradenames | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 8 years 8 months 12 days | 8 years |
Gross Value | $ 5,144 | $ 1,665 |
Accumulated Amortization | (932) | (572) |
Net Carrying Value | $ 4,212 | $ 1,093 |
Content Provider Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 5 years | |
Gross Value | $ 284 | |
Accumulated Amortization | (42) | |
Net Carrying Value | $ 242 | |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 14 years | 14 years |
Gross Value | $ 883 | $ 876 |
Accumulated Amortization | (209) | (171) |
Net Carrying Value | $ 674 | $ 705 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 1,540 | |
2023 | 4,125 | |
2024 | 3,446 | |
2025 | 3,446 | |
2026 | 3,446 | |
Thereafter | 9,973 | |
Net Carrying Value | $ 25,976 | $ 5,719 |
Long Term Debt - Convertible No
Long Term Debt - Convertible Notes (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jul. 27, 2021 USD ($) day $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jul. 01, 2024 | Jul. 01, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||
Charges related to exchange of senior notes upon IPO | $ 0 | $ 42,049 | ||||
2.95% Convertible Senior Notes Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Charges related to exchange of senior notes upon IPO | $ 42,000 | $ 42,000 | ||||
Convertible notes | 10% Convertible Senior Notes Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 200,000 | |||||
Debt discount | 36,000 | |||||
Deferred financing costs | $ 6,000 | |||||
Interest rate | 10% | |||||
Convertible notes | 10% Convertible Senior Notes Due 2026 | Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 14.50% | |||||
Convertible notes | 2.95% Convertible Senior Notes Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 236,000 | $ 200,000 | ||||
Interest rate | 2.95% | |||||
Conversion price (in usd per share) | $ / shares | $ 25 | |||||
Threshold percentage of stock price trigger | 130% | |||||
Threshold trading days | day | 20 | |||||
Threshold consecutive trading days | day | 30 | |||||
Redemption price, percentage | 100% | |||||
Conversion rate | 0.04 |
Long Term Debt - Revolving Cred
Long Term Debt - Revolving Credit Facility (Details) | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 02, 2021 USD ($) | |
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 75,000,000 | ||
Borrowings outstanding | $ 0 | $ 0 | |
Available borrowing capacity | 66,600,000 | 75,000,000 | |
Deferred debt issuance costs | $ 500,000 | $ 500,000 | |
Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 15,000,000 | ||
2021 Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Period prior to maturity date of convertible notes | 120 days | ||
Percentage of available commitments | 85% | ||
Minimum consolidated monthly fixed charge coverage ratio | 1 | ||
2021 Revolving Credit Facility | Minimum | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage | 0.20% | ||
2021 Revolving Credit Facility | Minimum | LIBOR | |||
Line of Credit Facility [Line Items] | |||
Margin rate | 1.50% | ||
2021 Revolving Credit Facility | Minimum | Base Rate | |||
Line of Credit Facility [Line Items] | |||
Margin rate | 1% | ||
2021 Revolving Credit Facility | Maximum | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage | 0.30% | ||
2021 Revolving Credit Facility | Maximum | LIBOR | |||
Line of Credit Facility [Line Items] | |||
Margin rate | 2% | ||
2021 Revolving Credit Facility | Maximum | Base Rate | |||
Line of Credit Facility [Line Items] | |||
Margin rate | 1.50% |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 20.20% | (10.20%) | 2.90% | (36.20%) |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Jul. 27, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) shares | Feb. 28, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 30,000 | $ 30,000 | $ 30,000 | ||||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Stock repurchase program, remaining authorized repurchase amount | $ 6,400 | $ 6,400 | |||||
Shares withheld to taxes (in shares) | shares | 47,577 | 29,918 | 204,078 | 56,262 | |||
Value of shares withheld for taxes | $ 200 | $ 100 | $ 2,300 | $ 700 | |||
Conversion of convertible preferred stock to common stock (in shares) | shares | 28,091,267 | 27,652,449 | |||||
Convertible preferred stock, conversion ratio | 1 | ||||||
Conversion of convertible preferred stock to common stock | $ 162,400 | $ 162,444 | |||||
Series F Preferred Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Convertible preferred stock, conversion ratio | 1.14 | ||||||
IPO | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued (in shares) | shares | 8,000,000 | ||||||
Stock price (in usd per share) | $ / shares | $ 20 | ||||||
Sale of stock, consideration received on transaction, net | $ 145,100 | ||||||
Deferred offering costs | $ 3,700 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Repurchase Program (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | |||||
Shares repurchased under the $30 million share repurchase program (in shares) | 3,394,326 | 0 | 4,782,643 | 0 | |
Fair value of shares repurchased | $ 16,078 | $ 7,501 | $ 0 | $ 23,579 | $ 0 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 2,705 | $ 18,448 | $ 8,795 | $ 21,396 | |
Warrants outstanding (in shares) | 188,235 | 188,235 | 376,470 | ||
Weighted average exercise price of warrants (in usd per share) | $ 7.57 | $ 7.57 | |||
Number of warrants exercised (in shares) | 188,235 | ||||
Stock option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense | $ 2,500 | $ 2,500 | |||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense | $ 28,900 | $ 28,900 | |||
SAR | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares outstanding (in shares) | 3,390 | 3,390 | 3,390 | ||
ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved for future issuance under the 2021 L TIP (in shares) | 1,830,000 | 1,830,000 | |||
Shares purchased under employee stock purchase plan (in shares) | 0 | ||||
LTIP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant (in shares) | 6,068,000 | 6,068,000 | |||
2007 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant (in shares) | 270,000 | 270,000 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 2,705 | $ 18,448 | $ 8,795 | $ 21,396 |
IPO Contingent Award | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 16,500 | 16,500 | ||
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 447 | 1,685 | 1,740 | 2,379 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 1,153 | 5,587 | 3,736 | 6,926 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 1,105 | $ 11,176 | $ 3,319 | $ 12,091 |
Stock-based Compensation - Awar
Stock-based Compensation - Award Activity (Details) - $ / shares | 9 Months Ended |
Sep. 30, 2022 | |
Number of Shares | |
Outstanding - beginning of period (in shares) | 3,482,900 |
Granted (in shares) | 0 |
Exercised (in shares) | (596,716) |
Forfeited (in shares) | (112,386) |
Outstanding - end of period (in shares) | 2,773,798 |
Exercisable (in shares) | 2,220,626 |
Weighted- Average Exercise Price | |
Outstanding - beginning of period (in usd per share) | $ 8.11 |
Granted (in usd per share) | 0 |
Exercised (in usd per share) | 4.15 |
Forfeited (in usd per share) | 8.46 |
Outstanding - end of period (in usd per share) | 8.95 |
Exercisable (in usd per share) | $ 8.43 |
RSAs and RSUs | |
Number of Shares | |
Outstanding - beginning of period (in shares) | 1,848,142 |
Granted (in shares) | 2,066,513 |
Vested (in shares) | (727,972) |
Forfeited (in shares) | (243,041) |
Outstanding - end of period (in shares) | 2,943,642 |
Weighted- Average Grant Date Fair Value | |
Outstanding - beginning of period (in usd per share) | $ 11.61 |
Granted (in usd per share) | 9.39 |
Vested (in usd per share) | 10.78 |
Forfeited (in usd per share) | 11.14 |
Outstanding - end of period (in usd per share) | $ 10.32 |
Net Loss Per Common Share - Bas
Net Loss Per Common Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator, Basic: | ||||||||
Net loss | $ (4,624) | $ (10,318) | $ (1,890) | $ (53,906) | $ 15,201 | $ 10,746 | $ (16,832) | $ (27,959) |
Numerator, Diluted: | ||||||||
Net loss | $ (4,624) | $ (10,318) | $ (1,890) | $ (53,906) | $ 15,201 | $ 10,746 | $ (16,832) | $ (27,959) |
Denominator: | ||||||||
Basic weighted-average shares used in computing (loss) income attributable to common stockholders (in shares) | 55,232,611 | 47,859,056 | 56,679,302 | 27,645,471 | ||||
Diluted weighted-average shares used in computing (loss) income attributable to common stockholders (in shares) | 55,232,611 | 47,859,056 | 56,679,302 | 27,645,471 | ||||
Net loss per share: | ||||||||
Basic (in usd per share) | $ (0.08) | $ (1.13) | $ (0.30) | $ (1.01) | ||||
Diluted (in usd per share) | $ (0.08) | $ (1.13) | $ (0.30) | $ (1.01) |
Net Loss Per Common Share - Ant
Net Loss Per Common Share - Antidilutive Shares (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted (loss) income per share | 15,345,675 | 22,673,157 | 15,345,675 | 32,758,773 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted (loss) income per share | 0 | 6,612,542 | 0 | 20,562,077 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted (loss) income per share | 2,773,798 | 4,510,385 | 2,773,798 | 5,056,939 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted (loss) income per share | 188,235 | 434,454 | 188,235 | 558,194 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted (loss) income per share | 2,943,642 | 3,933,167 | 2,943,642 | 4,161,050 |
Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted (loss) income per share | 9,440,000 | 7,182,609 | 9,440,000 | 2,420,513 |