Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 01, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40276 | |
Entity Registrant Name | Semrush Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-4053265 | |
Entity Address, Address Line One | 800 Boylston Street, Suite 2475 | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02199 | |
City Area Code | (800) | |
Local Phone Number | 851-9959 | |
Title of 12(b) Security | Class A Common Stock, $0.00001 par value per share | |
Trading Symbol | SEMR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001831840 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 43,322,717 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 97,919,705 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 248,917 | $ 269,665 |
Accounts receivable | 2,346 | 2,190 |
Deferred contract costs, current portion | 7,276 | 6,338 |
Prepaid expenses and other current assets | 10,484 | 5,345 |
Total current assets | 269,023 | 283,538 |
Property and equipment, net | 8,632 | 8,270 |
Intangible assets, net | 11,344 | 2,925 |
Goodwill | 6,740 | 1,991 |
Deferred contract costs, net of current portion | 2,586 | 2,254 |
Other assets | 3,921 | 1,096 |
Total assets | 302,246 | 300,074 |
Current liabilities | ||
Accounts payable | 5,729 | 9,942 |
Accrued expenses | 25,309 | 19,479 |
Deferred revenue | 48,303 | 40,232 |
Other current liabilities | 2,621 | 1,896 |
Total current liabilities | 81,962 | 71,549 |
Long-term liabilities | ||
Deferred revenue, net of current portion | 185 | 237 |
Deferred tax liability | 24 | 268 |
Other long-term liabilities | 2,179 | 2,478 |
Total liabilities | 84,350 | 74,532 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity | ||
Undesignated preferred stock, $0.00001 par value - 100,000,000 shares authorized, and no shares issued or outstanding as of June 30, 2022 or December 31, 2021 | 0 | 0 |
Additional paid-in capital | 269,201 | 264,871 |
Accumulated other comprehensive deficit | (1,351) | (230) |
Accumulated deficit | (49,955) | (39,100) |
Total stockholders’ equity | 217,896 | 225,542 |
Total liabilities and stockholders' equity | $ 302,246 | $ 300,074 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Class A Common Stock | ||
Stockholders' equity | ||
Common stock | $ 0 | $ 0 |
Class B Common Stock | ||
Stockholders' equity | ||
Common stock | $ 1 | $ 1 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued (in shares) | 43,261,183 | 31,841,061 |
Common stock, outstanding (in shares) | 43,261,183 | 31,841,061 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized (in shares) | 160,000,000 | 160,000,000 |
Common stock, issued (in shares) | 97,975,754 | 108,975,216 |
Common stock, outstanding (in shares) | 97,870,664 | 108,870,126 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 62,610 | $ 45,005 | $ 119,738 | $ 85,003 |
Cost of revenue | 12,598 | 10,238 | 24,185 | 19,011 |
Gross profit | 50,012 | 34,767 | 95,553 | 65,992 |
Operating expenses | ||||
Sales and marketing | 30,894 | 18,298 | 56,724 | 34,755 |
Research and development | 9,671 | 5,964 | 17,809 | 11,322 |
General and administrative | 14,218 | 10,520 | 28,381 | 18,424 |
Exit costs | 3,485 | 0 | 3,485 | 0 |
Total operating expenses | 58,268 | 34,782 | 106,399 | 64,501 |
(Loss) income from operations | (8,256) | (15) | (10,846) | 1,491 |
Other income (expense), net | 711 | (123) | 870 | (72) |
(Loss) income before income taxes | (7,545) | (138) | (9,976) | 1,419 |
Provision for income taxes | 739 | 141 | 879 | 227 |
Net (loss) income | $ (8,284) | $ (279) | $ (10,855) | $ 1,192 |
Net (loss) income per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ (0.06) | $ 0 | $ (0.08) | $ 0.01 |
Diluted (in dollars per share) | $ (0.06) | $ 0 | $ (0.08) | $ 0.01 |
Weighted-average number of shares of common stock used in computing net (loss) income per share attributable to common stockholders: | ||||
Basic (in shares) | 141,042 | 135,312 | 140,921 | 115,951 |
Diluted (in shares) | 141,042 | 135,312 | 140,921 | 137,263 |
Other comprehensive (loss) income | ||||
Foreign currency translation adjustments | $ (857) | $ 0 | $ (1,121) | $ 0 |
Comprehensive (loss) income | $ (9,141) | $ (279) | $ (11,976) | $ 1,192 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Series A | Series A-1 | Series B Preferred Stock | Class A Common Stock Common Stock | Class B Common Stock Common Stock |
Beginning balance (in shares) at Dec. 31, 2020 | 3,379,400 | 1,837,600 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 7,789 | $ 10,270 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Conversion of Preferred Stock (in shares) | (3,379,400) | (1,837,600) | ||||||||
Conversion of preferred stock | $ (7,789) | $ (10,270) | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 0 | ||||||||
Ending balance at Mar. 31, 2021 | $ 0 | $ 0 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 95,050,041 | 4,681,400 | 0 | 0 | ||||||
Beginning balance at Dec. 31, 2020 | $ (6,840) | $ 0 | $ 4,975 | $ 0 | $ (35,815) | $ 24,000 | $ 0 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Conversion of preferred and common stock (in shares) | 29,695,200 | (4,681,400) | ||||||||
Conversion of preferred stock | 18,058 | 42,058 | $ (24,000) | |||||||
Issuance of Class A Common Stock in connection with the Initial Public Offering, net of issuance costs (in shares) | 10,000,000 | |||||||||
Issuance of Class A Common Stock in connection with the initial public offering, net of $13,378 in issuance costs | 126,622 | 126,622 | ||||||||
Reclassification of Common Stock to Class B Common Stock in connection with the Initial Public Offering (in shares) | (124,745,241) | 124,745,241 | ||||||||
Reclassification of Common Stock to Class B Common Stock in connection with the initial public offering | 0 | (1) | $ 1 | |||||||
Exercise of stock options (in shares) | 3,861 | |||||||||
Exercise of stock options | 7 | 7 | ||||||||
Stock-based compensation expense | 593 | 593 | ||||||||
Net income (loss) | 1,471 | 1,471 | ||||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 0 | 10,000,000 | 124,749,102 | ||||||
Ending balance at Mar. 31, 2021 | 139,911 | $ 0 | 174,254 | 0 | (34,344) | $ 0 | $ 0 | $ 1 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 3,379,400 | 1,837,600 | ||||||||
Beginning balance at Dec. 31, 2020 | $ 7,789 | $ 10,270 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 0 | ||||||||
Ending balance at Jun. 30, 2021 | $ 0 | $ 0 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 95,050,041 | 4,681,400 | 0 | 0 | ||||||
Beginning balance at Dec. 31, 2020 | (6,840) | $ 0 | 4,975 | 0 | (35,815) | $ 24,000 | $ 0 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustments | 0 | |||||||||
Net income (loss) | 1,192 | |||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 0 | 10,800,368 | 124,696,442 | ||||||
Ending balance at Jun. 30, 2021 | 149,465 | $ 0 | 184,087 | 0 | (34,623) | $ 0 | $ 0 | $ 1 | ||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 0 | ||||||||
Beginning balance at Mar. 31, 2021 | $ 0 | $ 0 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 0 | ||||||||
Ending balance at Jun. 30, 2021 | $ 0 | $ 0 | ||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 0 | 10,000,000 | 124,749,102 | ||||||
Beginning balance at Mar. 31, 2021 | 139,911 | $ 0 | 174,254 | 0 | (34,344) | $ 0 | $ 0 | $ 1 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Conversion of preferred and common stock (in shares) | 81,102 | (81,102) | ||||||||
Issuance of Class A Common Stock in connection with the Initial Public Offering, net of issuance costs (in shares) | 719,266 | |||||||||
Issuance of Class A Common Stock in connection with the initial public offering, net of $13,378 in issuance costs | 9,245 | 9,245 | ||||||||
Exercise of stock options (in shares) | 28,442 | |||||||||
Exercise of stock options | 19 | 19 | ||||||||
Stock-based compensation expense | 569 | 569 | ||||||||
Foreign currency translation adjustments | 0 | |||||||||
Net income (loss) | (279) | (279) | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 0 | 10,800,368 | 124,696,442 | ||||||
Ending balance at Jun. 30, 2021 | 149,465 | $ 0 | 184,087 | 0 | (34,623) | $ 0 | $ 0 | $ 1 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 0 | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 0 | ||||||||
Ending balance at Mar. 31, 2022 | $ 0 | $ 0 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | 31,841,061 | 108,870,126 | ||||||
Beginning balance at Dec. 31, 2021 | 225,542 | $ 0 | 264,871 | (230) | (39,100) | $ 0 | $ 0 | $ 1 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Conversion of preferred and common stock (in shares) | 10,842,862 | (10,842,862) | ||||||||
Exercise of stock options (in shares) | 197,828 | |||||||||
Exercise of stock options | 924 | 924 | ||||||||
Issuance of shares in connection with ESPP (in shares) | 39,516 | |||||||||
Vesting of Class A Common Stock in connection with Restricted Stock Units (in shares) | 14,625 | |||||||||
Stock-based compensation expense | 932 | 932 | ||||||||
Foreign currency translation adjustments | (264) | (264) | ||||||||
Net income (loss) | (2,571) | (2,571) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 0 | 42,935,892 | 98,027,264 | ||||||
Ending balance at Mar. 31, 2022 | 224,563 | $ 0 | 266,727 | (494) | (41,671) | $ 0 | $ 0 | $ 1 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 0 | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 0 | ||||||||
Ending balance at Jun. 30, 2022 | $ 0 | $ 0 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 0 | 31,841,061 | 108,870,126 | ||||||
Beginning balance at Dec. 31, 2021 | $ 225,542 | $ 0 | 264,871 | (230) | (39,100) | $ 0 | $ 0 | $ 1 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exercise of stock options (in shares) | 341,495 | |||||||||
Foreign currency translation adjustments | $ (1,121) | |||||||||
Net income (loss) | (10,855) | (8,284) | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 0 | 43,261,183 | 97,870,664 | ||||||
Ending balance at Jun. 30, 2022 | 217,896 | $ 0 | 269,201 | (1,351) | (49,955) | $ 0 | $ 0 | $ 1 | ||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 0 | ||||||||
Beginning balance at Mar. 31, 2022 | $ 0 | $ 0 | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 0 | ||||||||
Ending balance at Jun. 30, 2022 | $ 0 | $ 0 | ||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 0 | 42,935,892 | 98,027,264 | ||||||
Beginning balance at Mar. 31, 2022 | 224,563 | $ 0 | 266,727 | (494) | (41,671) | $ 0 | $ 0 | $ 1 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Conversion of preferred and common stock (in shares) | 156,600 | (156,600) | ||||||||
Exercise of stock options (in shares) | 143,667 | |||||||||
Exercise of stock options | $ 270 | 270 | ||||||||
Vesting of Class A Common Stock in connection with Restricted Stock Units (in shares) | 51,762 | 25,024 | ||||||||
Stock-based compensation expense | $ 2,204 | 2,204 | ||||||||
Foreign currency translation adjustments | (857) | (857) | ||||||||
Net income (loss) | (8,284) | |||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 0 | 43,261,183 | 97,870,664 | ||||||
Ending balance at Jun. 30, 2022 | $ 217,896 | $ 0 | $ 269,201 | $ (1,351) | $ (49,955) | $ 0 | $ 0 | $ 1 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2021 | |
Class A Common Stock | ||
Underwriting discounts, commissions and offering expenses | $ 825 | $ 13,378 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating Activities | ||
Net income (loss) | $ (10,855,000) | $ 1,192,000 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | ||
Depreciation and amortization expense | 4,221,000 | 1,447,000 |
Amortization of deferred contract costs | 4,763,000 | 2,950,000 |
Stock-based compensation expense | 3,136,000 | 1,162,000 |
Non-cash interest expense | 53,000 | 104,000 |
Change in fair value of convertible debt securities | (1,028,000) | 0 |
Deferred taxes | 202,000 | (83,000) |
Changes in operating assets and liabilities | ||
Accounts receivable | 109,000 | (1,324,000) |
Deferred contract costs | (6,033,000) | (4,789,000) |
Prepaid expenses and other current assets | (4,874,000) | (4,530,000) |
Other current liabilities | 1,589,000 | 0 |
Accounts payable | (2,714,000) | 720,000 |
Accrued expenses | 4,818,000 | 4,981,000 |
Deferred revenue | 7,240,000 | 8,229,000 |
Other long-term liabilities | (38,000) | 0 |
Net cash provided by operating activities | 589,000 | 10,059,000 |
Investing Activities | ||
Purchases of property and equipment | (2,798,000) | (750,000) |
Purchases of convertible debt securities | (2,000,000) | (500,000) |
Capitalization of internal-use software development costs | (782,000) | (271,000) |
Cash paid for acquisition of assets and businesses, net of cash acquired | (13,993,000) | (350,000) |
Net cash used in investing activities | (19,573,000) | (1,871,000) |
Financing Activities | ||
Proceeds from exercise of stock options | 1,194,000 | 26,000 |
Net proceeds from completing initial public offering | 0 | 137,467,000 |
Payment of capital leases | (1,445,000) | (453,000) |
Net cash (used in) provided by financing activities | (251,000) | 137,040,000 |
Effect of exchange rate changes on cash and cash equivalents | (1,513,000) | 0 |
(Decrease) increase in cash, cash equivalents and restricted cash | (20,748,000) | 145,228,000 |
Cash, cash equivalents and restricted cash, at beginning of period | 269,841,000 | 35,619,000 |
Cash, cash equivalents and restricted cash, at end of period | 249,093,000 | 180,847,000 |
Supplemental cash flow disclosures | ||
Cash paid for interest | 169,000 | 112,000 |
Cash paid for income taxes | 479,000 | 232,000 |
Acquisition of fixed asset under capital lease | $ 433,000 | $ 5,750,000 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Basis of Presentation | Overview and Basis of Presentation Description of Business Semrush Holdings, Inc. (“Semrush Holdings”) and its subsidiaries (together the “Company”, or “Semrush”) provide an online visibility management software-as-a-service (“SaaS”) platform. The Company’s platform enables its subscribers to improve their online visibility and drive traffic, including on their websites and social media pages, and distribute highly relevant content to their customers on a targeted basis across various channels to drive high-quality traffic and measure the effectiveness of their digital marketing campaigns. The Company is headquartered in Boston, Massachusetts, and has wholly owned subsidiaries in Cyprus, Russia, the Czech Republic, Poland, Spain, and the United States. The Company is subject to a number of risks and uncertainties common to companies in similar industries and stages of development that could affect future operations and financial performance. These risks include, but are not limited to, rapid technological change, competitive pressure from substitute products or larger companies, protection of proprietary technology, management of international activities, the need to obtain additional financing to support growth, and dependence on third parties and key individuals. Public Offerings On March 29, 2021, the Company closed its initial public offering (“IPO”) in which it sold 10,000,000 shares of its Class A common stock at a price to the public of $14.00 per share. The Company received $126.6 million in net proceeds after deducting approximately $13.4 million for underwriting discounts, commissions and offering expenses. Immediately prior to the completion of the IPO, all shares of common stock then outstanding were reclassified as Class B common stock, and all shares of redeemable convertible preferred stock and convertible preferred stock then outstanding were converted into shares of common stock on a one-to-one basis and then reclassified into Class B common stock. On April 20, 2021, the underwriters of the Company’s IPO partially exercised their option to purchase additional shares of Class A common stock. In connection with the closing of the partial exercise on April 23, 2021, the underwriters purchased 719,266 shares of the Company’s Class A common stock for net proceeds to the Company of $9.2 million after deducting approximately $0.8 million for underwriting discounts, commissions, and offering expenses. On November 23, 2021, the Company closed a follow-on offering (the “Follow-On Offering”) in which it sold 4,000,000 shares of its Class A common stock at a price to the public of $20.50 per share. The Company received $77.9 million in net proceeds after deducting approximately $4.1 million for underwriting discounts, commissions and offering expenses. Selling stockholders sold an aggregate of 1,000,000 shares of Class A common stock in the Follow-On Offering. Effects of the Russian Military Action in Ukraine Economic, civil, military, and political uncertainty exists and may increase in many of the regions where the Company operates and derives its revenue. Several countries in which the Company operates are experiencing and may continue to experience military action and civil and political unrest as a result of such action. The Company has significant development operations in the emerging market economies of Eastern Europe and more than half of the Company’s full-time employees have historically been located in Russia. During the three months ended June 30, 2022, the Company began a large-scale relocation effort of its Russia-based workforce to other jurisdictions. See Note 9 ( Exit Costs ) for additional information on the costs associated with such relocation efforts and Note 19 (Subsequent Events ) for more information on the sale of the Company’s Russian subsidiaries. In late February 2022, Russian military forces launched significant military action against Ukraine, and sustained conflict and disruption in the region is likely. The impact to Ukraine and Russia, as well as actions taken by other countries, including new and stricter sanctions by Canada, the United Kingdom, the European Union, the U.S. and other countries and organizations against officials, individuals, regions, and industries in Russia, Ukraine and Belarus, and each country’s potential response to such sanctions, tensions, and military actions could have a material adverse effect on the Company’s operations. Any such material adverse effect from the conflict, enhanced sanctions activity, and subsequent responses may disrupt the Company’s relationships with its vendors, disrupt its delivery of services, cause the Company to shift all or portions of its work occurring in the region to other countries, and may restrict the Company’s ability to engage in certain projects in the region. For more information on the risks of regional instability to our operations, see Item 1A. Risk Factors under the header "Instability in geographies where we have significant operations and personnel, including in Russia, could have a material adverse effect on our business, customers, and financial results”. Effects of COVID-19 The Company considered the potential effects of the COVID-19 pandemic on the Company. In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic, and numerous new strains of COVID-19 have subsequently spread throughout the world. COVID-19 has continued to impact market and economic conditions globally. In an attempt to limit the spread of the virus, various governmental restrictions have been implemented, including restrictions with respect to business activities and travel restrictions, and “shelter–at–home” orders, that have had and may continue to have an adverse impact on the Company’s business and operations. In light of the evolving nature of COVID-19 and the uncertainty it has produced around the world, it is not possible to predict the COVID-19 pandemic’s cumulative and ultimate impact on the Company’s future business operations, results of operations, financial position, liquidity, and cash flows. The extent of the impact of the pandemic on the Company’s business and financial results will depend largely on future developments, including the duration of the spread of the outbreak both globally and within the U.S., the impact on capital, foreign currencies exchange and financial markets, and governmental or regulatory orders that impact the Company’s business, all of which are highly uncertain and cannot be predicted. As of June 30, 2022, the Company has experienced long lead times for hardware affected by a semiconductor shortage attributed to the COVID-19 pandemic which may affect its ability to fully furnish the infrastructure within its data centers. The Company will continue to actively monitor the current international and domestic impacts of and responses to COVID-19 and its related risks. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements as of and for the year ended December 31, 2021, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2022, and the results of its operations and its cash flows for the three and six months ended June 30, 2022 and 2021. The consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. The results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 18, 2022. The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the unaudited condensed consolidated financial statements. As of June 30, 2022, there have been no material changes in the Company's significant accounting policies from those that were disclosed in the Annual Report on Form 10-K, except as discussed below. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates relied upon in preparing these unaudited condensed consolidated financial statements include, but are not limited to, revenue recognition, expected future cash flows used to evaluate the recoverability of long-lived assets, contingent liabilities, expensing and capitalization of research and development costs for internal-use software, the average period of benefit associated with costs capitalized to obtain revenue contracts, the determination of the fair value of stock-based awards issued, stock-based compensation expense, the determination of the estimated fair value of the convertible notes held by the Company, the valuations of the intangible assets acquired through acquisitions, and the recoverability of the Company’s net deferred tax assets and related valuation allowance. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Subsequent Events Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the consolidated financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, other than those disclosed in this Quarterly Report on Form 10-Q. Emerging Growth Company Status The Company is an "emerging growth company," as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies." The Company may take advantage of these exemptions until the Company is no longer an "emerging growth company." Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards and, as a result of this election, its consolidated financial statements may not be comparable to companies that comply with public company effective dates. The Company may take advantage of these exemptions up until the last day of the year following the fifth anniversary of an offering or such earlier time that it is no longer an emerging growth company. The Company would cease to be an emerging growth company if it has more than $1.07 billion in annual revenue, has more than $700.0 million in market value of its stock held by non-affiliates (and it has been a public company for at least 12 months, and has filed one annual report on Form 10-K), or it issues more than $1.0 billion of non-convertible debt securities over a three-year period. Revenue Recognition The Company derives revenue from two sources: (1) subscription revenues via the Semrush Online Visibility Management Platform and the Prowly Public Relations Platform, which are comprised of subscription fees from customers accessing the Company’s SaaS services and related customer support; and (2) the Semrush Marketplace, which allows customers to pay a set fee for services or products offered through the marketplace. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration it expects to receive in exchange for those products or services. There were no changes to the Company’s revenue recognition policies since the filing of its Annual Report on Form 10-K with the SEC on March 18, 2022. For the three and six months ended June 30, 2022 and 2021, subscription revenue accounted for nearly all of the Company’s revenue. Revenue related to the Semrush Marketplace was not material for the three and six months ended June 30, 2022 and 2021. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. The Company primarily invoices and collects payments from customers for its services in advance on a monthly or annual basis. Deferred revenue represents amounts billed for which revenue has not yet been recognized. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as long-term deferred revenue. Deferred revenue increased by $8,071 as of June 30, 2022 compared December 31, 2021. During the three months ended June 30, 2022 and 2021, $24,295 and $15,617 of revenue was recognized that was included in deferred revenue at the beginning of each respective period. During the six months ended June 30, 2022 and 2021, $30,760 and $20,164 of revenue was recognized that was included in deferred revenue at the beginning of each respective period. The Company has elected to exclude amounts charged to customers for sales tax from the transaction price. Accordingly, revenue is presented net of any sales tax collected from customers. Transaction Price Allocated to Future Performance Obligations ASC 606 requires that the Company disclose the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of the balance sheet dates reported. For contracts with an original expected duration greater than one year, the aggregate amount of the transaction price allocated to the performance obligations that were unsatisfied as of June 30, 2022 was $721, which the Company expects to recognize over the next 12 months. For contracts with an original expected duration of one year or less, the Company has applied the practical expedient available under ASC 606 to not disclose the amount of transaction price allocated to unsatisfied performance obligations as of June 30, 2022. For performance obligations not satisfied as of June 30, 2022, and to which this expedient applies, the nature of the performance obligations is consistent with performance obligations satisfied as of December 31, 2021. The remaining durations are less than one year. Costs to Obtain a Contract The incremental direct costs of obtaining a contract, which primarily consist of sales commissions paid for new subscription contracts, are deferred and recorded as deferred contract costs in the consolidated balance sheet and are amortized over a period of approximately 24 months on a systematic basis, consistent with the pattern of transfer of the goods or services to which the asset relates. The 24-month period represents the estimated benefit period of the customer relationship and has been determined by taking into consideration the type of product sold, the commitment term of the customer contract, the nature of the Company’s technology development life-cycle, and an estimated customer relationship period based on historical experience and future expectations. Sales commissions for renewals and upgrade contracts are deferred and amortized on a straight-line basis over the remaining estimated customer relationship period of the related customer. Deferred contract costs that will be recorded as expense during the succeeding 12-month period are recorded as current deferred contract costs, and the remaining portion is recorded as deferred contract costs, net of current portion. Amortization of deferred contract costs is included in sales and marketing expense in the accompanying consolidated statements of operations and comprehensive income (loss). Concentrations of Credit Risk and Significant Customers The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts, or other hedging arrangements. Credit losses historically have not been significant and the Company generally has not experienced any material losses related to receivables from individual customers, or groups of customers. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company's accounts receivable. Credit risk with respect to accounts receivable is dispersed due to the large number of customers of the Company. The Company routinely assesses the creditworthiness of its customers and generally does not require its customers to provide collateral or other security to support accounts receivable. Credit losses historically have not been significant and the Company generally has not experienced any material losses related to receivables from individual customers, or groups of customers. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company's accounts receivable. As of June 30, 2022 and December 31, 2021, no individual customer represented more than 10% of the Company’s accounts receivable. During the three and six months ended June 30, 2022 and 2021, no individual customer represented more than 10% of the Company’s revenue. Disclosure of Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, approximated their fair values at June 30, 2022 and December 31, 2021, due to the short-term nature of these instruments. The Company has evaluated the estimated fair value of financial instruments using available market information. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. See below for further discussion. Foreign Currency Translation The Company operates in a multi-currency environment having transactions in such currencies as the U.S. dollar, Russian ruble, Czech koruna, euro, and others. The reporting currency of the Company is the U.S. dollar. For all periods up to and including the year ended December 31, 2021, the functional currency of the Company’s foreign subsidiaries was the U.S. dollar, with the exception of Prowly, where the functional currency is the local currency, the Zloty. For all other entities, foreign currency transactions were measured initially in the functional currency of the recording entity by use of the exchange rate in effect at that date. At each subsequent balance sheet date, foreign currency denominated assets and liabilities of these international subsidiaries were remeasured into U.S. dollars using the exchange rates in effect at the balance sheet date or historical rates, as appropriate. Any differences resulting from the remeasurement of foreign denominated assets and liabilities of the international subsidiaries to the U.S. dollar functional currency were recorded within other income (expense) in the consolidated statement of operations and comprehensive loss. Beginning on January 1, 2022, as a result of changes in the economic facts and circumstances of its business environment, the Company reassessed its functional currency determinations for all foreign subsidiaries and determined that the functional currencies of the Company’s foreign subsidiaries is the local currency at each of its subsidiary locations, with the exception of its Russian subsidiaries where the U.S. dollar remains the functional currency. As of August 10, 2022, we no longer have operating subsidiaries in Russia. See Note 19 ( Subsequent Events ) for more information on the sale of our Russian subsidiaries. Accordingly, beginning January 1, 2022, assets and liabilities of the Company’s foreign subsidiaries that maintain local currencies as functional currencies are translated into U.S. dollars using period-end exchange rates, and revenues and expenses are translated into U.S. dollars using average exchange rates in effect during each period. The Company includes the effects of these foreign currency translation adjustments in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. The foreign currency exchange (loss) gain included in other income, net for the three months ended June 30, 2022 and 2021 was $(138) and $(53), respectively, and $(616) and $(8) for the six months ended June 30, 2022 and 2021, respectively. Comprehensive income (loss) Comprehensive income (loss) is comprised of two components: net income (loss) and other comprehensive income (loss), which includes other changes in stockholders’ deficit that result from transactions and economic events other than those with stockholders. For the three and six months ended June 30, 2022, comprehensive loss consists of net loss and the change in the cumulative foreign currency translation adjustment. The tax effect of the cumulative foreign currency translation adjustment is not significant for the three and six months ended June 30, 2022 . Comprehensive loss equaled total net loss for the three and six months ended June 30, 2021. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . ASU 2016-02 requires a lessee to recognize most leases on the balance sheet but recognize expenses on the income statement in a manner similar to current practice. The update states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying assets for the lease term. Leases will continue to be classified as either financing or operating, with classification affecting the recognition, measurement, and presentation of expenses and cash flows arising from a lease. For public entities, ASU 2016-02 is effective for years beginning after December 15, 2019. For non-public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2021 and interim periods in annual periods beginning after December 15, 2022. Early adoption is permitted. The Company plans to adopt this guidance in the year ending December 31, 2022. The Company is currently assessing the impact that adopting this guidance will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 requires that credit losses be reported as an allowance using an expected losses model, representing the entity's current estimate of credit losses expected to be incurred. The accounting guidance currently in effect is based on an incurred loss model. ASU 2016-13 affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for public entities for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years. For non-public companies, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company plans to adopt this guidance in the year ending December 31, 2023. The Company is currently evaluating ASU 2016-13 and the potential impact on its consolidated financial statements and financial statement disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes . The new guidance simplifies the accounting for income taxes by removing several exceptions in the current standard and adding guidance to reduce complexity in certain areas, such as requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. For public companies, the ASU is effective for years beginning after December 15, 2020, and interim periods within those years, with early adoption permitted. For non-public companies, the new standard is effective for years beginning after December 15, 2021, with early adoption permitted. The Company plans to adopt this guidance in the year ending December 31, 2022. The Company is currently assessing the impact that adopting this guidance will have on its consolidated financial statements. |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted CashCash and cash equivalents consist of cash on deposit with banks and amounts held in interest-bearing money market funds. Cash equivalents are carried at cost, which approximates their fair market value. At each of June 30, 2022 and December 31, 2021, restricted cash was $176 and related to cash held at a financial institution in an interest-bearing cash account as collateral for a letter of credit related to the contractual provisions for one of the Company’s building leases. The following table is a reconciliation of cash, cash equivalents and restricted cash included in the accompanying condensed consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash included in the accompanying condensed consolidated statements of cash flows for the six months ended June 30, 2022 and 2021. As of June 30, 2022 June 30, 2021 Cash and cash equivalents $ 248,917 $ 180,759 Restricted cash included in “other assets” 176 88 Total cash, cash equivalents and restricted cash, at end of period $ 249,093 $ 180,847 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Cash equivalents include money market funds with original maturities of 90 days or less from the date of purchase. The fair value measurement of these assets is based on quoted market prices in active markets for identical assets and, therefore, these assets are recorded at fair value on a recurring basis and classified as Level 1 in the fair value hierarchy. As of June 30, 2022 and December 31, 2021, cash equivalents held in money market funds totaled $15,531 and $21,366, respectively. The Company records contingent consideration resulting from a business combination at its fair value on the acquisition date. The Company generally determines the fair value of the contingent consideration using the Monte Carlo simulation model. Each reporting period thereafter, these obligations are revalued and increases or decreases in their fair values are recorded as an adjustment to operating expenses within the consolidated statements of operations and comprehensive loss. Changes in the fair value of the contingent consideration can result from changes in assumed discount periods and rates, and from changes pertaining to the estimated or actual achievement of the defined milestones. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, future business and economic conditions, as well as changes in any of the assumptions described above, can materially impact the amount of contingent consideration expense the Company records in any given period. The total estimated fair value of the contingent consideration payable was $540 and $824 as of June 30, 2022 and December 31, 2021, respectively. The following table represents the key inputs used in the fair value calculation: As of June 30, 2022 December 31, 2021 Risk free interest rate 2.19 % 0.45 % Projected year of payment 2022 - 2023 2022 – 2023 Revenue volatility 7.0 % 22.3 % Discount rate 4.48 % 5.87 % The Company records its convertible note investments at fair value on the purchase date. The Company determines the fair value of these investments using the Black-Scholes Merton model. Each reporting period thereafter, these investments are revalued and increases or decreases in their fair values are recorded as adjustments to other income, net within the consolidated statements of operations and comprehensive loss to reflects the gains and losses. Changes in the fair value of these investments can result from changes in the estimated enterprise value of the issuers, the likelihoods and methods of such conversions, and other market factors. Significant judgment is employed in determining the appropriateness of these assumptions as of the purchase date and for each subsequent period. Accordingly, changes in any of the assumptions described above can materially impact the amount of gain or loss the Company records in any given period. As of June 30, 2022 and December 31, 2021, the Company measured its investments in convertible notes (see Note 6 “Other Assets”) and its contingent consideration associated with the acquisition of Prowly.com sp. z o.o (“Prowly”) on a recurring basis using significant unobservable inputs (Level 3) and did not have any assets or liabilities measured at fair value on a recurring basis using significant other observable inputs (Level 2). The changes in fair value of the contingent consideration associated with the Prowly acquisition were insignificant for each of the three and six months ended June 30, 2022 and 2021. A rollforward of the fair value measurements of the convertible notes for the three months ended June 30, 2022, is as follows: Balance as of December 31, 2021 $ 500 Additional investment in convertible notes 2,000 Change in fair value included in other income, net 661 Balance as of March 31, 2022 3,161 Change in fair value included in other income, net 367 Balance as of June 30, 2022 $ 3,528 The net increase in the fair value of the convertible notes as of June 30, 2022 compared to December 31, 2021 is primarily driven by additional convertible note purchases of $2,000, along with a $1,028 increase in fair value. Changes in the estimated fair value of the contingent consideration payable are recognized (reversed) over the three-year service period. A rollforward of the fair value measurements of the contingent consideration liability for the three months ended June 30, 2022 is as follows: Balance as of December 31, 2021 $ 424 Expense recognized (reversed) related to service period rendered 106 Balance as of March 31, 2022 530 Expense recognized (reversed) related to service period rendered (141) Balance as of June 30, 2022 $ 389 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consists of the following (in thousands): As of June 30, December 31, Computer equipment $ 11,173 $ 10,045 Furniture and office equipment 1,372 948 Leasehold improvements 1,783 1,737 Total property and equipment 14,328 12,730 Less: accumulated depreciation and amortization (5,696) (4,460) Property and equipment, net $ 8,632 $ 8,270 Depreciation and amortization expense related to property and equipment was $848 and $1,654 for the three and six months ended June 30, 2022, respectively, and was $790 and $1,134 for the three and six months ended June 30, 2021, respectively. |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets Investments in Convertible Debt In January 2021, the Company purchased two convertible debt securities (the “January 2021 Notes”) for a total aggregate investment of $500. Both investments mature on January 1, 2023 and receive interest at an annual rate of 6%. In January 2022, the Company purchased an additional convertible debt security (the “January 2022 Note”) in the amount of $2,000 that will mature on January 1, 2024 and receives interest at an annual rate of 6%. Interest accrues on each note and becomes payable upon conversion of each convertible note, or will be paid in connection with the repayment in full of the principal amount of such convertible notes. These convertible note investments are classified as available-for-sale securities. The January 2021 Notes and January 2022 Note are included in other assets in the accompanying unaudited condensed consolidated balance sheets based on the maturity dates. The Company accounts for these investments, along with the embedded derivatives associated with their conversion features, by utilizing the fair value option within ASC 825, Financial Instruments , and accounting for the entire hybrid instrument at fair value through other income (loss). The Company recorded an increase in the fair value of the convertible notes of $367 and $1,028 for the three and six months ended June 30, 2022, respectively. Changes in the fair value of the convertible notes were not material for the three and six months ended June 30, 2021. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share In March 2021, the Company amended its certificate of incorporation to create two classes of common stock outstanding: Class A common stock and Class B common stock. As more fully described in Note 13 “Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)”, the rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one (1) vote per share and each share of Class B common stock is entitled to ten (10) votes per share. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time. Shares of Class B common stock are automatically converted into Class A common stock upon sale or transfer, subject to certain limited exceptions. Shares of Class A common stock are not convertible. See Note 13 “Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)” for additional information regarding the current conversion and transfer terms of the Company’s common stock. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and share of Class B common stock are equivalent. Diluted net income (loss) per share gives effect to all potentially dilutive securities. Potential dilutive securities consist of shares of common stock issuable upon the exercise of stock options, shares of common stock issuable upon the conversion of the outstanding shares of Preferred Stock, and shares of common stock issuable upon the vesting of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and performance stock unit (“PSUs”). For the three and six months ended June 30, 2022, and for the three months ended June 30, 2021, the net loss attributable to common stockholders is divided by the weighted-average number of shares of common stock outstanding during the period to calculate diluted earnings per share. The dilutive effect of common stock equivalents has been excluded from the calculation of diluted net loss per share as its effect would have been anti-dilutive due to the net loss incurred for the period. For the six months ended June 30, 2021, dilutive net income per share was calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period, the dilutive impact of stock options and shares of common stock issuable upon the vesting of RSUs. The following table presents a reconciliation of the weighted-average shares outstanding used in the calculation of basic and diluted net income (loss) per share: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Weighted-average shares outstanding: Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders—basic 141,042,000 135,312,000 140,921,000 115,951,000 Dilutive effect of share equivalents resulting from stock options — — — 6,896,000 Dilutive effect of share equivalents resulting from RSAs, RSUs, and PSUs — — — 143,000 Dilutive effect of shares issuable upon conversion of preferred stock — — — 14,273,000 Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders—diluted 141,042,000 135,312,000 140,921,000 137,263,000 The following potentially dilutive common stock equivalents have been excluded from the calculation of diluted weighted-average shares outstanding for the three and six months ended June 30, 2022 and 2021: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Stock options outstanding 7,089,833 6,998,703 7,089,833 1,978 Unvested RSAs, RSUs, and PSUs 1,444,694 144,791 366,961 101,269 8,534,527 7,143,494 7,456,794 103,247 |
Acquisitions, Acquired Intangib
Acquisitions, Acquired Intangible Assets, and Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions, Acquired Intangible Assets, and Goodwill | Acquisitions, Acquired Intangible Assets, and Goodwill Acquisitions Backlinko On January 13, 2022, the Company completed an asset purchase agreement with Backlinko, LLC (“Backlinko”), acquiring certain of Backlinko’s assets for cash consideration of $4,000. The purpose of this asset acquisition was to acquire valuable content and to access an existing revenue stream in Backlinko’s SEO courses. The Company accounted for this transaction as an asset acquisition and allocated the cost of the asset acquisition to the individual assets acquired. The Company allocated $3,915 to the acquired intangible assets and the remaining cost of the acquisition was allocated to the other assets acquired, which were not material. The identifiable intangible assets consisted of trade names and intellectual property, which the Company amortizes over the assets useful lives using a straight-line amortization method. The Company assigned useful lives to the acquired trade name and content of five years and four years, respectively. Kompyte On March 14, 2022, the Company completed a purchase agreement with Intellikom, Inc., which does business under the name Kompyte (“Kompyte”) to acquire 100% of Kompyte’s assets for cash consideration of $10,000. The purpose of the acquisition of Kompyte was to acquire Kompyte’s assets, including its competitive intelligence automation platform. Aggregate acquisition-related costs associated with this business combination were not material for the six months ended June 30, 2022, and were included in general and administrative expenses in the consolidated statement of operations and comprehensive loss. Upon the completion of the acquisition, Kompyte became a wholly owned subsidiary of the Company. The results of operations of Kompyte have been included in the Company’s consolidated financial statements from the date of acquisition. The Company has accounted for this transaction as a business combination under the acquisition method. The total purchase price was allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. The Company recorded the excess of the purchase price over those fair values as goodwill. The following table presents the purchase price allocation recorded in the Company’s consolidated balance sheet as of the acquisition date, which was final as of June 30, 2022: Purchase Price Assets acquired Allocation Fair value of tangible assets: Other assets $ 328 Goodwill 5,176 Identifiable intangible assets 5,500 Total assets acquired $ 11,004 Liabilities assumed Current and non-current liabilities $ 1,004 Total liabilities assumed $ 1,004 Net assets acquired $ 10,000 The Company allocated $5,500 of the purchase price to identifiable intangible assets consisting of developed technology, trade names, and customer relationships, which it amortizes over the assets useful lives using a straight-line amortization method. The Company assigned useful lives to the acquired developed technology, trade names, and customer relationships of six years, six years, and three years, respectively. This business combination did not have a material impact on the Company’s consolidated financial statements. Therefore, actual results of operations subsequent to the acquisition date and pro forma results of operations have not been presented. Intangible Assets Intangible assets consisted of intangible assets resulting from the Company’s acquisitions and its capitalized internal-use software development costs. Intangible assets consists of the following: As of June 30, 2022 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Developed technology 4,294 (515) 3,779 Trade name 3,826 (308) 3,518 Content 1,958 (224) 1,734 Customer relationships 600 (59) 541 Capitalized internal-use software 3,257 (1,485) 1,772 Total as of June 30, 2022 $ 13,935 $ (2,591) $ 11,344 As of December 31, 2021 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Developed technology 1,194 (266) 928 Trade name 68 (30) 38 Capitalized internal-use software 2,964 (1,005) 1,959 Total as of December 31, 2021 $ 4,226 $ (1,301) $ 2,925 During the three and six months ended June 30, 2022, the Company capitalized $165 and $782, respectively, of software development costs, which are classified as intangible assets on the accompanying consolidated balance sheets, and recorded amortization expense associated with its capitalized software development costs of $203 and $334, respectively. During the three and six months ended June 30, 2021, the Company capitalized $144 and $271, respectively, of software development costs, and recorded amortization expense associated with its capitalized software development costs of $130 and $259, respectively. Amortization expense for acquired intangible assets was $528 and $811 for the three and six months ended June 30, 2022, respectively, and $55 and $116 for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, future amortization expense is expected to be as follows: Amount Remainder of 2022 $ 1,448 2023 2,739 2024 2,517 2025 2,030 2026 and thereafter 2,610 Total $ 11,344 Goodwill The changes in the carrying value of goodwill during the six months ended June 30, 2022 were as follows: Amount Balance as of January 1, 2022 $ 1,991 Kompyte acquisition 5,176 Foreign currency translation adjustment (427) Balance as of June 30, 2022 $ 6,740 |
Exit Costs
Exit Costs | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Exit Costs | Exit CostsOn February 24, 2022, Russian forces launched significant military action against Ukraine. As a result of this conflict and the sanctions imposed by the European Union, United Kingdom, United States and Canada, among others, the Company began to exit its operations in Russia during March 2022, and is winding down its operations in Russia and relocating its employees, which is expected to be completed by September 30, 2022. All costs associated with its exit activities from Russia are included in the unaudited condensed consolidated statements of operations in its income from continuing operations under the line item, Exit Costs . Exit costs in connection with the winding down of operations in Russia include employee severance and fringe benefit costs in accordance with statutory requirements, and other associated relocation costs. For employee severance and fringe benefit costs, the Company incurred costs of $1,244 in the three and six months ended June 30, 2022. The Company does not expect to incur additional employee severance and fringe benefit costs related to the winding down of its operations in Russia that would be significant to its results of operations. |
Accrued expenses
Accrued expenses | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued expenses | Accrued expenses Accrued expenses consist of the following: As of June 30, December 31, Employee compensation $ 5,117 $ 10,580 Income taxes payable 1,647 2,375 Other taxes payable 6,956 3,264 Vacation reserves 1,642 1,988 Marketing 4,501 — Hosting 1,157 — Other 4,289 1,272 Total accrued expenses $ 25,309 $ 19,479 |
Revolving Credit Facility
Revolving Credit Facility | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility Senior Secured Revolving Credit Facility On January 12, 2021, the Company executed a credit agreement with JPMorgan Chase Bank, N.A., in the form of a revolving credit facility, that consists of a $45.0 million revolving credit facility and a letter of credit sub-facility with an aggregate limit equal to the lesser of $5.0 million and the aggregate unused amount of the revolving commitments then in effect. The availability of the credit facility is subject to the borrowing base based on an advance rate of 400% multiplied by annualized retention applied to monthly recurring revenue. The credit facility has a maturity of three years and will mature on January 12, 2024. Borrowings under the credit facility bear interest at the Company’s option at (i) LIBOR, subject to a 0.50% floor, plus a margin, or (ii) the alternate base rate, subject to a 3.25% floor (or 1.50% prior to positive consolidated adjusted earnings before interest, taxes, depreciation, and amortization (“adjusted EBITDA”) for the twelve months most recently ended), plus a margin. For LIBOR borrowings, the applicable rate margin is 2.75% (or 3.50% prior to positive consolidated adjusted EBITDA as of the twelve months most recently ended). For base rate borrowings, the applicable margin is 0.00% (or 2.50% prior to positive consolidated adjusted EBITDA as of the twelve months most recently ended). The Company is also required to pay a 0.25% per annum fee on undrawn amounts under the Company’s revolving credit facility, payable quarterly in arrears. As of June 30, 2022, the Company had not drawn on this revolving credit facility. For the three and six months ended June 30, 2022, the Company incurred $106 and $187 in interest expense, respectively, relating to this credit facility. For the three and six months ended June 30, 2021, the Company incurred $28 and $53 in interest expense, respectively, relating to this credit facility. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We are subject to U.S. federal, state, and foreign income taxes. For the three and six months ended June 30, 2022 we recorded provisions for income taxes of $739 and $879, respectively. For the three and six months ended June 30, 2021, we recorded provisions for income taxes of $141 and $227, respectively. Our effective tax rate for the six months ended June 30, 2022 and 2021 differs from the U.S. statutory rate primarily due to the jurisdictional mix of earnings and the valuation allowance maintained against our net deferred tax assets. We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to be in effect for the years in which differences are expected to reverse. On a periodic basis, we reassess any valuation allowances that we maintain on our deferred tax assets, weighing positive and negative evidence to assess the recoverability of the deferred tax assets. We maintain a valuation allowance on certain federal, state, and foreign tax attributes that are not more-likely-than-not realizable. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) | Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) Prior to the IPO, the authorized capital stock of the Company included 9,898,400 shares of preferred stock, of which 3,379,400 shares have been designated as Series A Redeemable Convertible Preferred Stock, 1,837,600 shares have been designated as Series A-1 Redeemable Convertible Preferred Stock and 4,681,400 shares have been designated as Series B Convertible Preferred Stock (collectively the “Preferred Stock”). Immediately prior to the closing of the IPO, the outstanding shares of Preferred Stock were converted on a three-for-one basis into 29,695,200 shares of common stock. The holders of the Company’s Preferred Stock had certain voting, dividend, and redemption rights, as well as liquidation preferences and conversion privileges. All rights, preferences, and privileges associated with the preferred stock were terminated at the time of the Company’s IPO in conjunction with the conversion of all outstanding shares of Preferred Stock into shares of common stock. As of June 30, 2022, the total number of shares of all classes of stock which the Company shall have authority to issue was (i) 1,000,000,000 shares of Class A common stock, par value $0.00001 per share, and (ii) 160,000,000 shares of Class B common stock, par value $0.00001 per share, and (iii) 100,000,000 undesignated shares of Preferred Stock, par value $0.00001 per share. Each share of Class A common stock entitles the holder to one vote for each share on all matters submitted to a vote of the Company's stockholders at all meetings of stockholders and written actions in lieu of meetings. Each share of Class B common stock entitles the holder to ten votes for each share on all matters submitted to a vote of the Company's stockholders at all meetings of stockholders and written actions in lieu of meetings. Holders of Class A common stock and Class B common stock are entitled to receive dividends, when and if declared by the board of directors (the “Board”). Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time. Automatic conversion shall occur upon the occurrence of (i) a Transfer, as defined in the amended and restated certificate of incorporation, of such share of Class B common stock, (ii) the affirmative vote of at least two-thirds of the outstanding shares of Class B common stock, voting as a single class, or (iii) on or after the earlier to occur of (a) the seven Stock Split On March 15, 2021, the Board approved a 3-for-1 stock-split of the Company’s common stock. The stock split was approved by the stockholders on March 15, 2021 and became effective on March 15, 2021. Upon the effectiveness of the stock split, (i) every one share of common stock outstanding was increased to 3 shares of common stock, (ii) the number of shares of common stock into which each outstanding option to purchase common stock is exercisable was proportionally increased on a 3-for-1 basis, and (iii) the exercise price of each outstanding option to purchase common stock was proportionately decreased on a 3-for-1 basis. Additionally, shares of common stock reserved for issuance upon the conversion of the Company’s Preferred Stock were proportionately increased on a 3-for-1 basis and the respective conversion prices of the Preferred Stock were proportionately reduced. All share and per share data shown in the accompanying unaudited condensed consolidated financial statements and related notes have been retroactively revised to reflect the stock split. Common Stock Reserved for Future Issuance As of June 30, 2022, the Company had reserved the following shares of common stock for future issuance: Options outstanding 7,089,833 Options reserved for future issuance 9,594,620 Restricted stock outstanding 105,090 Restricted stock units 1,150,829 Performance stock units 1,377,216 Total authorized shares of common stock reserved for future issuance 19,317,588 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based CompensationIn 2019, the Board adopted the Semrush Holdings, Inc. 2019 Stock Option and Grant Plan (the “2019 Plan”), which provides for the grant of qualified incentive stock options and nonqualified stock options or other awards, including restricted stock unit awards, to the Company’s employees, officers, directors, advisors, and outside consultants for the purchase of up to 8,682,600 shares of the Company’s common stock. In July 2020, the 2019 Plan was amended to provide for the grant of qualified incentive stock options and nonqualified stock options or other awards to the Company’s employees, officers, directors, advisors, and outside consultants for the purchase of up to 10,163,772 shares of the Company’s common stock. Stock options generally vest over a 4 year period and expire 10 years from the date of grant. Certain options provide for accelerated vesting if there is a change in control (as defined in the 2019 Plan). The Semrush Holdings, Inc. 2021 Stock Option and Incentive Plan (the “2021 Plan”) was adopted by the Board on March 3, 2021 and approved by stockholders on March 15, 2021 and became effective immediately prior to the effectiveness of the Company’s registration statement in connection with its IPO. The 2021 Plan replaced the 2019 Plan as the Board determined not to make additional awards under the 2019 Plan following the pricing of the Company’s IPO. The 2021 Plan allows the compensation committee of the Board to make equity-based and cash-based incentive awards to the Company’s officers, employees, directors and other key persons (including consultants). The Company initially reserved 13,503,001 shares of Class A common stock for the issuance of awards under the 2021 Plan. The 2021 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by the lesser of 5% of the outstanding number of shares of Class A and Class B common stock on the immediately preceding December 31, or such lesser number of shares as determined by the compensation committee. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation, which requires the recognition of expense related to the fair value of stock-based compensation awards in the statements of operations. For stock-based awards issued under the Company’s stock-based compensation plans to employees and members of the Board for their services on the Board, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model as discussed further below. For RSUs granted subject to service-based vesting conditions, the fair value is determined based on the closing price of the Company’s Class A common stock, as reported on the New York Stock Exchange on the date of grant. RSUs granted subject to service-based vesting conditions generally vest over a four-year requisite service period. For all other service-based awards, the Company recognizes compensation expense on a straight-line basis over the requisite service period of the award with actual forfeitures recognized as they occur. Given the absence of an active market for the Company’s common stock prior to the completion of the IPO, the Board, the members of which the Company believes have extensive business, finance, and venture capital experience, were required to estimate the fair value of the Company’s common stock at the time of each grant of a stock-based award. The Company and the Board utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its common stock. Each valuation methodology included estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, in determining the value of the Company’s common stock at each grant date, including the following factors: (1) prices paid for the Company’s Preferred Stock, which the Company had sold to outside investors in arm’s-length transactions, and the rights, preferences, and privileges of the Company’s Preferred Stock and common stock; (2) valuations performed by an independent valuation specialist; (3) the Company’s stage of development and revenue growth; (4) the fact that the grants of stock-based awards involved illiquid securities in a private company; and (5) the likelihood of achieving a liquidity event for the common stock underlying the stock-based awards, such as an initial public offering or sale of the Company, given prevailing market conditions. The Company believes this methodology to be reasonable based upon the Company’s internal peer company analyses, and further supported by several arm’s-length transactions involving the Company’s Preferred Stock. As the Company’s common stock is not actively traded, the determination of fair value involves assumptions, judgments, and estimates. If different assumptions were made, stock-based compensation expense, consolidated net income (loss) and consolidated net income (loss) per share could have been significantly different. The Company has recorded stock-based compensation expense of $2,204 and $3,136 during the three and six months ended June 30, 2022, respectively and recorded $569 and $1,162 during the three and six months ended June 30, 2021, respectively. The following table shows stock-based compensation expense by where the stock-based compensation expense is recorded in the Company’s unaudited condensed consolidated statement of operations: Three Months Ended Six Months Ended 2022 2021 2022 2021 Cost of revenue $ 21 $ 7 $ 32 $ 14 Sales and marketing 277 52 410 242 Research and development 358 68 507 135 General and administrative 1,548 442 2,187 771 Total stock-based compensation $ 2,204 $ 569 $ 3,136 $ 1,162 As of June 30, 2022, there was $10,969 and $2,143 of unrecognized compensation cost related to unvested common stock option arrangements granted under the 2021 Plan and 2019 Plan, respectively, which is expected to be recognized over a weighted-average period of 3.61 years and 2.07 years, respectively. As of June 30, 2022, there was $12,986 and $105 of unrecognized compensation cost related to unvested restricted stock unit awards, which are expected to be recognized over a weighted-average period of 3.59 years. For unvested performance stock units, these awards were granted with four year vesting terms for which the probability of vesting achievement is assessed at each reporting period. The fair value of each option award was estimated on the date of grant using the Black-Scholes option-pricing model. As there was no public market for its common stock prior to March 25, 2021, which was the first day of trading, and as the trading history of the Company’s common stock was limited through March 31, 2021, the Company determined the expected volatility for options granted based on an analysis of reported data for a peer group of companies that issued options with substantially similar terms. The expected volatility of options granted has been determined using an average of the historical volatility measures of this peer group of companies. The expected life of options granted to employees was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the share option. The Company has not paid, nor anticipates paying, cash dividends on its ordinary shares; therefore, the expected dividend yield is assumed to be zero. The weighted-average assumptions utilized to determine the fair value of options granted to employees are presented in the following table: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Expected volatility 52.9 % 52.0 % 52.9 % 52.0 % Weighted-average risk-free interest rate 2.57 % 1.13 % 2.52 % 1.04 % Expected dividend yield — — — — Expected life – in years 6 6 6 6 A summary of the Company’s option activity as of June 30, 2022, which all occurred under the 2019 Plan and the 2021 Plan, and changes during the six months then ended are as follows: Number of Options Weighted-Average Exercise Price (per share) Weighted-Average Remaining Contractual Term (in years) Outstanding at December 31, 2021 6,329,822 $ 2.32 8.14 Granted 1,544,343 12.04 Exercised (341,495) 1.56 Forfeited (442,837) 3.09 Outstanding at June 30, 2022 7,089,833 4.42 8.08 Options exercisable at June 30, 2022 3,870,456 1.39 7.5 The weighted-average grant-date fair value of options granted during the three and six months ended June 30, 2022 was $6.22 and $6.31 per share, respectively. The weighted-average grant-date fair value of options granted during the three and six months ended June 30, 2021 was $6.69 and $6.13 per share, respectively. No tax benefits were realized from options during the three and six months ended June 30, 2022 or 2021. The aggregate intrinsic value of options outstanding as of June 30, 2022 and December 31, 2021 was $62,368 and $117,734, respectively. The aggregate intrinsic value for options exercised during the three and six months ended June 30, 2022 was $1,231 and $3,386, respectively. The aggregate intrinsic value for options exercised during the three and six months ended June 30, 2021 was $473 and $492, respectively. The aggregate intrinsic value for options exercisable as of June 30, 2022 was $44,764. The aggregate intrinsic value was calculated based on the positive difference, if any, between the estimated fair value of the Company’s common stock on June 30, 2022 and December 31, 2021, respectively, or the date of exercise, as appropriate, and the exercise price of the underlying options. On July 28, 2020, the Company issued 156,852 shares of its restricted common stock (“Restricted Stock Issuance”) to the founders of Prowly for a total fair value of $291 under the 2019 Plan. This Restricted Stock Issuance vests over a three-year service period, applicable to both founders. As of June 30, 2022, 51,762 shares have vested in connection with this Restricted Stock Issuance. During the three and six months ended June 30, 2022, the Company granted to employees RSU awards for 799,487 and 989,929 shares of Class A common stock under the 2021 Plan, respectively. During the three and six months ended June 30, 2021, the Company granted to employees RSU awards for 96,525 and 155,025 shares of Class A common stock under the 2021 Plan, respectively. During the three and six months ended June 30, 2022, the Company recorded stock-based compensation expense related to the RSU grants of $913 and $1,191, respectively. During the three and six months ended June 30, 2021, the Company recorded stock-based compensation expense related to the RSU grants of $120 and $145, respectively. A summary of RSU activity under the Company’s 2021 Plan for the six months ended June 30, 2022 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Fair Value Unvested balance at January 1, 2022 239,936 $ 17.21 $ 4,129 Granted 989,929 11.72 11,602 Vested (45,133) 13.70 618 Forfeited (35,331) 12.30 435 Unvested balance as of June 30, 2022 1,149,401 $ 11.38 $ 13,080 During the three and six months ended June 30, 2022, the Company granted to employees PSU awards for 894,709 and 1,395,596 shares of Class A common stock under the 2021 Plan, respectively. During the three and six months ended June 30, 2022, the Company recorded stock-based compensation expense related to the PSU grants of $134 and $140, respectively. As of June 30, 2022, there was $91 of unrecognized compensation cost related to unvested performance stock units granted under the 2021 Plan, which is expected to be recognized over a weighted-average period of 3.71 years. The Company records stock-based compensation expense related to the PSU grants when it is probable that the underlying performance conditions will be recognized. During the three and six months ended June 30, 2022 the Company granted two sets of PSU grants; executives and acquisition-related. The acquisition-related PSUs contained a market component. These awards were deemed probable of achievement by the Company. The executive grants are not probable of achievement. Accordingly, expense was recognized for acquisition-related PSUs. This expense was immaterial during the three and six months ended June 30, 2022. An immaterial amount of expense has been recognized in connection with executive PSU awards that vested, however the remaining executive PSU awards continue to be deemed improbable of achievement during the three months ended June 30, 2022. For PSU grants that have only service and performance conditions, the Company measures these awards at the fair value of its common stock on the grant dates. For PSU grants that incorporate a market condition, only the market condition is reflected in the estimated fair value on the grant dates. The Company determined the fair value of the PSU awards using a binomial valuation method. A summary of PSU activity under the Company’s 2021 Plan for the six months ended June 30, 2022 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Fair Value Unvested balance at January 1, 2022 — $ — $ — Granted 1,395,596 11.27 15,728 Vested — — — Forfeited (68,421) 11.68 799 Unvested balance at June 30, 2022 1,327,175 $ 11.28 $ 14,971 Compensation expense is based on the estimated value of the awards on the grant date, and is recognized over the period from the grant date through the expected vest dates of each vesting condition, both of which were estimated based on a Monte Carlo simulation model applying the following key assumptions: Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Risk-free interest rate 2.07 % 2.07 % Volatility 70.00 % 70.00 % Dividend Yield — % — % Term (years) 4.13 4.13 *No PSUs were granted during the three or six months ended June 30, 2021. 2021 Employee Stock Purchase Plan The Semrush Holdings, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Board on March 3, 2021 and approved by stockholders on March 15, 2021 and became effective immediately prior to the effectiveness of the Company’s registration statement in connection with its IPO. The ESPP initially reserves and authorizes the issuance of up to a total of 3,000,667 shares of Class A common stock to participating employees. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2022 and each January 1 thereafter through January 1, 2031, by the least of (i) 1% of the outstanding number of shares of Class A and Class B common stock on the immediately preceding December 31; (ii) 3,000,667 shares or (iii) such lesser number of shares of Class A common stock as determined by the ESPP administrator. The number of shares reserved under the ESPP is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The Company will continue to offer, sell and issue shares of common stock under the ESPP from time to time based on various factors and conditions, although the Company is under no obligation to sell any shares under the ESPP. The first service period of the ESPP began on September 1, 2021, and the second service period of the ESPP began on March 1, 2022. The Company recognized $41 and $122 in stock-based compensation expense related to these service periods for the three and six months ended June 30, 2022, respectively. On February 28, 2022, the Company issued 39,516 shares of its Class A common stock to its employees under its ESPP for the service period then ended. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company leases office facilities under noncancelable operating leases that expire at various dates through 2028. In addition, the Company has multi-year, non-cancelable commitments with its data centers. Some of these lease agreements contain escalating rent payments. Rent expense is recorded on a straight-line basis. Rent expense was $1,108 and $2,443 for the three and six months ended June 30, 2022, respectively, and $954 and $1,881 for the three and six months ended June 30, 2021, respectively. Future minimum amounts payable as of June 30, 2022, under the office facilities operating leases are as follows: Operating Leases Remainder of 2022 $ 1,866 2023 2,529 2024 2,145 2025 1,718 2026 1,663 2027 and thereafter 633 Total minimum lease payments $ 10,554 Capital Leases During the six months ended June 30, 2022 and 2021, the Company entered into leases for certain data center equipment under non-cancelable capital leases. The lease arrangements have terms of 36 months beginning on the date the Company accepts the installation of the equipment subject to the lease. During the year ended December 31, 2021 and the six months ended June 30, 2022, a portion of the equipment was installed and their related leases commenced. The Company is required to make total payments of $7,074 over the term of the leases and has a remaining obligation of $4,381 as of June 30, 2022, which is excluded from the table above. Future minimum amounts payable as of June 30, 2022, under non-cancelable capital leases related to the data center equipment are as follows: Capital Leases Remainder of 2022 $ 1,119 2023 2,358 2024 691 2025 153 2026 — 2027 and thereafter — Total future lease payments 4,321 Less: imputed interest (418) Total $ 3,903 Other In addition to the lease commitments above, the Company also has multi-year commitments with certain data providers through March 31, 2026. The Company is committed to spend approximately $6,378, $8,591, and $8,500 for the remainder of the year ending December 31, 2022, and for the years ending December 31, 2023 and 2024, respectively, for data services. Litigation The Company, from time to time, may be party to litigation arising in the ordinary course of its business. The Company was not subject to any material legal proceedings during the three or six months ended June 30, 2022, and, to the best of its knowledge, no material legal proceedings were pending or threatened during that period. Indemnification The Company typically enters into indemnification agreements with customers in the ordinary course of business. Pursuant to these agreements, the Company indemnifies and agrees to reimburse the indemnified party for losses suffered or incurred as a result of claims of intellectual property infringement. These indemnification agreements are provisions of the applicable customer agreement. Based on when clients first sign an agreement for the Company’s service, the maximum potential amount of future payments the Company could be required to make under certain of these indemnification agreements is unlimited. Based on historical experience and information known as of June 30, 2022, the Company has not incurred any costs for the above guarantees and indemnities. |
Components of Other Income (Exp
Components of Other Income (Expense), Net | 6 Months Ended |
Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Components of Other Income (Expense), Net | Components of Other Income (Expense), Net The components of other income (expense), net, are as follows: Three Months Ended Six Months Ended 2022 2021 2022 2021 Foreign currency exchange loss (138) (53) (616) (8) Other income (expense), net 849 (70) 1,486 (64) Total other income (expense), net $ 711 $ (123) $ 870 $ (72) |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company maintains a defined contribution savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”) covering all U.S. employees who satisfy certain eligibility requirements. The 401(k) Plan allows each participant to defer a percentage of their eligible compensation subject to applicable annual limits pursuant to the limits established by the Internal Revenue Service. The Company may, at the discretion of the Board, make contributions in the form of matching contributions or profit-sharing contributions. For the three and six months ended June 30, 2022, the Company made matching contributions of $(72) and $438, respectively, to the 401(k) Plan. For the three and six months ended June 30, 2021, the Company made matching contributions of $134 and $224, respectively, to the 401(k) Plan. |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic InformationDisclosure requirements about segments of an enterprise and related information establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in interim financial reports issued to shareholders. Operating segments are defined as components of an enterprise about which separate discrete financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company’s operations and manage its business as one operating segment. Geographic Data The Company allocates, for the purpose of geographic data reporting, its revenue based upon the location of the customer. Total revenue by geographic area was as follows: Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenue: United States $ 28,830 $ 20,572 $ 54,652 $ 38,840 United Kingdom 6,356 4,676 12,233 8,873 Other 27,424 19,757 52,853 37,290 Total revenue $ 62,610 $ 45,005 $ 119,738 $ 85,003 Property and equipment, net by geographic location consists of the following: As of June 30, December 31, Property and equipment, net: United States $ 6,296 $ 6,409 Russia 1,611 1,406 Czech Republic 453 408 Other 272 47 Total assets $ 8,632 $ 8,270 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has completed an evaluation of all subsequent events after the balance sheet date of June 30, 2022 through August 12, 2022, the date this Quarterly Report on Form 10-Q was filed with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the unaudited condensed consolidated financial statements as of June 30, 2022, and events which occurred subsequently but were not recognized in the unaudited condensed consolidated financial statements. The Company has concluded that no subsequent events have occurred that require disclosure, except as disclosed within these unaudited condensed consolidated financial statements and except as disclosed below. Sale of the Company’s Russian Subsidiaries |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements as of and for the year ended December 31, 2021, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2022, and the results of its operations and its cash flows for the three and six months ended June 30, 2022 and 2021. The consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. The results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 18, 2022. The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the unaudited condensed consolidated financial statements. As of June 30, 2022, there have been no material changes in the Company's significant accounting policies from those that were disclosed in the Annual Report on Form 10-K, except as discussed below. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates relied upon in preparing these unaudited condensed consolidated financial statements include, but are not limited to, revenue recognition, expected future cash flows used to evaluate the recoverability of long-lived assets, contingent liabilities, expensing and capitalization of research and development costs for internal-use software, the average period of benefit associated with costs capitalized to obtain revenue contracts, the determination of the fair value of stock-based awards issued, stock-based compensation expense, the determination of the estimated fair value of the convertible notes held by the Company, the valuations of the intangible assets acquired through acquisitions, and the recoverability of the Company’s net deferred tax assets and related valuation allowance. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. |
Subsequent Events Considerations | Subsequent Events ConsiderationsThe Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the consolidated financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, other than those disclosed in this Quarterly Report on Form 10-Q. |
Revenue Recognition | Revenue Recognition The Company derives revenue from two sources: (1) subscription revenues via the Semrush Online Visibility Management Platform and the Prowly Public Relations Platform, which are comprised of subscription fees from customers accessing the Company’s SaaS services and related customer support; and (2) the Semrush Marketplace, which allows customers to pay a set fee for services or products offered through the marketplace. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration it expects to receive in exchange for those products or services. There were no changes to the Company’s revenue recognition policies since the filing of its Annual Report on Form 10-K with the SEC on March 18, 2022. For the three and six months ended June 30, 2022 and 2021, subscription revenue accounted for nearly all of the Company’s revenue. Revenue related to the Semrush Marketplace was not material for the three and six months ended June 30, 2022 and 2021. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. The Company primarily invoices and collects payments from customers for its services in advance on a monthly or annual basis. Deferred revenue represents amounts billed for which revenue has not yet been recognized. Deferred revenue that will be recognized during the succeeding 12-month period is recorded as current deferred revenue, and the remaining portion is recorded as long-term deferred revenue. Deferred revenue increased by $8,071 as of June 30, 2022 compared December 31, 2021. During the three months ended June 30, 2022 and 2021, $24,295 and $15,617 of revenue was recognized that was included in deferred revenue at the beginning of each respective period. During the six months ended June 30, 2022 and 2021, $30,760 and $20,164 of revenue was recognized that was included in deferred revenue at the beginning of each respective period. The Company has elected to exclude amounts charged to customers for sales tax from the transaction price. Accordingly, revenue is presented net of any sales tax collected from customers. Transaction Price Allocated to Future Performance Obligations ASC 606 requires that the Company disclose the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of the balance sheet dates reported. For contracts with an original expected duration greater than one year, the aggregate amount of the transaction price allocated to the performance obligations that were unsatisfied as of June 30, 2022 was $721, which the Company expects to recognize over the next 12 months. For contracts with an original expected duration of one year or less, the Company has applied the practical expedient available under ASC 606 to not disclose the amount of transaction price allocated to unsatisfied performance obligations as of June 30, 2022. For performance obligations not satisfied as of June 30, 2022, and to which this expedient applies, the nature of the performance obligations is consistent with performance obligations satisfied as of December 31, 2021. The remaining durations are less than one year. Costs to Obtain a Contract The incremental direct costs of obtaining a contract, which primarily consist of sales commissions paid for new subscription contracts, are deferred and recorded as deferred contract costs in the consolidated balance sheet and are amortized over a period of approximately 24 months on a systematic basis, consistent with the pattern of transfer of the goods or services to which the asset relates. The 24-month period represents the estimated benefit period of the customer relationship and has been determined by taking into consideration the type of product sold, the commitment term of the customer contract, the nature of the Company’s technology development life-cycle, and an estimated customer relationship period based on historical experience and future expectations. Sales commissions for renewals and upgrade contracts are deferred and amortized on a straight-line basis over the remaining estimated customer relationship period of the related customer. Deferred contract costs that will be recorded as expense during the succeeding 12-month period are recorded as current deferred contract costs, and the remaining portion is recorded as deferred contract costs, net of current portion. Amortization of deferred contract costs is included in sales and marketing expense in the accompanying consolidated statements of operations and comprehensive income (loss). |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts, or other hedging arrangements. Credit losses historically have not been significant and the Company generally has not experienced any material losses related to receivables from individual customers, or groups of customers. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company's accounts receivable. Credit risk with respect to accounts receivable is dispersed due to the large number of customers of the Company. The Company routinely assesses the creditworthiness of its customers and generally does not require its customers to provide collateral or other security to support accounts receivable. Credit losses historically have not been significant and the Company generally has not experienced any material losses related to receivables from individual customers, or groups of customers. Due to these factors, no |
Disclosure of Fair Value of Financial Instruments | Disclosure of Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, approximated their fair values at June 30, 2022 and December 31, 2021, due to the short-term nature of these instruments. The Company has evaluated the estimated fair value of financial instruments using available market information. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. See below for further discussion. Cash equivalents include money market funds with original maturities of 90 days or less from the date of purchase. The fair value measurement of these assets is based on quoted market prices in active markets for identical assets and, therefore, these assets are recorded at fair value on a recurring basis and classified as Level 1 in the fair value hierarchy. As of June 30, 2022 and December 31, 2021, cash equivalents held in money market funds totaled $15,531 and $21,366, respectively. The Company records contingent consideration resulting from a business combination at its fair value on the acquisition date. The Company generally determines the fair value of the contingent consideration using the Monte Carlo simulation model. Each reporting period thereafter, these obligations are revalued and increases or decreases in their fair values are recorded as an adjustment to operating expenses within the consolidated statements of operations and comprehensive loss. Changes in the fair value of the contingent consideration can result from changes in assumed discount periods and rates, and from changes pertaining to the estimated or actual achievement of the defined milestones. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, future business and economic conditions, as well as changes in any of the assumptions described above, can materially impact the amount of contingent consideration expense the Company records in any given period. The total estimated fair value of the contingent consideration payable was $540 and $824 as of June 30, 2022 and December 31, 2021, respectively. The following table represents the key inputs used in the fair value calculation: As of June 30, 2022 December 31, 2021 Risk free interest rate 2.19 % 0.45 % Projected year of payment 2022 - 2023 2022 – 2023 Revenue volatility 7.0 % 22.3 % Discount rate 4.48 % 5.87 % The Company records its convertible note investments at fair value on the purchase date. The Company determines the fair value of these investments using the Black-Scholes Merton model. Each reporting period thereafter, these investments are revalued and increases or decreases in their fair values are recorded as adjustments to other income, net within the consolidated statements of operations and comprehensive loss to reflects the gains and losses. Changes in the fair value of these investments can |
Foreign Currency Translation | Foreign Currency Translation The Company operates in a multi-currency environment having transactions in such currencies as the U.S. dollar, Russian ruble, Czech koruna, euro, and others. The reporting currency of the Company is the U.S. dollar. For all periods up to and including the year ended December 31, 2021, the functional currency of the Company’s foreign subsidiaries was the U.S. dollar, with the exception of Prowly, where the functional currency is the local currency, the Zloty. For all other entities, foreign currency transactions were measured initially in the functional currency of the recording entity by use of the exchange rate in effect at that date. At each subsequent balance sheet date, foreign currency denominated assets and liabilities of these international subsidiaries were remeasured into U.S. dollars using the exchange rates in effect at the balance sheet date or historical rates, as appropriate. Any differences resulting from the remeasurement of foreign denominated assets and liabilities of the international subsidiaries to the U.S. dollar functional currency were recorded within other income (expense) in the consolidated statement of operations and comprehensive loss. Beginning on January 1, 2022, as a result of changes in the economic facts and circumstances of its business environment, the Company reassessed its functional currency determinations for all foreign subsidiaries and determined that the functional currencies of the Company’s foreign subsidiaries is the local currency at each of its subsidiary locations, with the exception of its Russian subsidiaries where the U.S. dollar remains the functional currency. As of August 10, 2022, we no longer have operating subsidiaries in Russia. See Note 19 ( Subsequent Events ) for more information on the sale of our Russian subsidiaries. Accordingly, beginning January 1, 2022, assets and liabilities of the Company’s foreign subsidiaries that maintain local currencies as functional currencies are translated into U.S. dollars using period-end exchange rates, and revenues and expenses are translated into U.S. dollars using average exchange rates in effect during each period. The Company includes the effects of these foreign currency translation adjustments in accumulated other comprehensive income (loss), a separate component of stockholders’ equity. |
Comprehensive income (loss) | Comprehensive income (loss) Comprehensive income (loss) is comprised of two components: net income (loss) and other comprehensive income (loss), which includes other changes in stockholders’ deficit that result from transactions and economic events other than those with stockholders. For the three and six months ended June 30, 2022, comprehensive loss consists of net loss and the change in the cumulative foreign currency translation adjustment. The tax effect of the cumulative foreign currency translation adjustment is not significant for the three and six months ended June 30, 2022 . Comprehensive loss equaled total net loss for the three and six months ended June 30, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . ASU 2016-02 requires a lessee to recognize most leases on the balance sheet but recognize expenses on the income statement in a manner similar to current practice. The update states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying assets for the lease term. Leases will continue to be classified as either financing or operating, with classification affecting the recognition, measurement, and presentation of expenses and cash flows arising from a lease. For public entities, ASU 2016-02 is effective for years beginning after December 15, 2019. For non-public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2021 and interim periods in annual periods beginning after December 15, 2022. Early adoption is permitted. The Company plans to adopt this guidance in the year ending December 31, 2022. The Company is currently assessing the impact that adopting this guidance will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . ASU 2016-13 requires that credit losses be reported as an allowance using an expected losses model, representing the entity's current estimate of credit losses expected to be incurred. The accounting guidance currently in effect is based on an incurred loss model. ASU 2016-13 affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. ASU 2016-13 is effective for public entities for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years. For non-public companies, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company plans to adopt this guidance in the year ending December 31, 2023. The Company is currently evaluating ASU 2016-13 and the potential impact on its consolidated financial statements and financial statement disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes . The new guidance simplifies the accounting for income taxes by removing several exceptions in the current standard and adding guidance to reduce complexity in certain areas, such as requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. For public companies, the ASU is effective for years beginning after December 15, 2020, and interim periods within those years, with early adoption permitted. For non-public companies, the new standard is effective for years beginning after December 15, 2021, with early adoption permitted. The Company plans to adopt this guidance in the year ending December 31, 2022. The Company is currently assessing the impact that adopting this guidance will have on its consolidated financial statements. |
Cash, Cash Equivalents, and Restricted Cash | Cash and cash equivalents consist of cash on deposit with banks and amounts held in interest-bearing money market funds. Cash equivalents are carried at cost, which approximates their fair market value |
Variable Interests | With respect to its investments in these convertible debt securities, the Company has a variable interest in an issuer of these securities, which is a variable interest entity. After evaluation of the relationship between the Company and this variable interest entity, the Company determined not to consolidate this variable interest entity’s results for the three and six months ended June 30, 2022 or 2021. Significant judgments included the determination that this variable interest entity lacked sufficient equity at risk to finance its activities without additional subordinated support, and that the Company was not the primary beneficiary of the variable interest entity given the Company’s variable interests do not constitute a controlling financial interest. |
Net Income (Loss) Per Share | In March 2021, the Company amended its certificate of incorporation to create two classes of common stock outstanding: Class A common stock and Class B common stock. As more fully described in Note 13 “Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)”, the rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one (1) vote per share and each share of Class B common stock is entitled to ten (10) votes per share. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time. Shares of Class B common stock are automatically converted into Class A common stock upon sale or transfer, subject to certain limited exceptions. Shares of Class A common stock are not convertible. See Note 13 “Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)” for additional information regarding the current conversion and transfer terms of the Company’s common stock. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and share of Class B common stock are equivalent. Diluted net income (loss) per share gives effect to all potentially dilutive securities. Potential dilutive securities consist of shares of common stock issuable upon the exercise of stock options, shares of common stock issuable upon the conversion of the outstanding shares of Preferred Stock, and shares of common stock issuable upon the vesting of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and performance stock unit (“PSUs”). |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Reconciliation of Cash, Equivalents and Restricted Cash | The following table is a reconciliation of cash, cash equivalents and restricted cash included in the accompanying condensed consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash included in the accompanying condensed consolidated statements of cash flows for the six months ended June 30, 2022 and 2021. As of June 30, 2022 June 30, 2021 Cash and cash equivalents $ 248,917 $ 180,759 Restricted cash included in “other assets” 176 88 Total cash, cash equivalents and restricted cash, at end of period $ 249,093 $ 180,847 |
Reconciliation of Cash, Equivalents and Restricted Cash | The following table is a reconciliation of cash, cash equivalents and restricted cash included in the accompanying condensed consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash included in the accompanying condensed consolidated statements of cash flows for the six months ended June 30, 2022 and 2021. As of June 30, 2022 June 30, 2021 Cash and cash equivalents $ 248,917 $ 180,759 Restricted cash included in “other assets” 176 88 Total cash, cash equivalents and restricted cash, at end of period $ 249,093 $ 180,847 |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | The following table represents the key inputs used in the fair value calculation: As of June 30, 2022 December 31, 2021 Risk free interest rate 2.19 % 0.45 % Projected year of payment 2022 - 2023 2022 – 2023 Revenue volatility 7.0 % 22.3 % Discount rate 4.48 % 5.87 % |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | A rollforward of the fair value measurements of the convertible notes for the three months ended June 30, 2022, is as follows: Balance as of December 31, 2021 $ 500 Additional investment in convertible notes 2,000 Change in fair value included in other income, net 661 Balance as of March 31, 2022 3,161 Change in fair value included in other income, net 367 Balance as of June 30, 2022 $ 3,528 Balance as of December 31, 2021 $ 424 Expense recognized (reversed) related to service period rendered 106 Balance as of March 31, 2022 530 Expense recognized (reversed) related to service period rendered (141) Balance as of June 30, 2022 $ 389 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following (in thousands): As of June 30, December 31, Computer equipment $ 11,173 $ 10,045 Furniture and office equipment 1,372 948 Leasehold improvements 1,783 1,737 Total property and equipment 14,328 12,730 Less: accumulated depreciation and amortization (5,696) (4,460) Property and equipment, net $ 8,632 $ 8,270 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents a reconciliation of the weighted-average shares outstanding used in the calculation of basic and diluted net income (loss) per share: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Weighted-average shares outstanding: Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders—basic 141,042,000 135,312,000 140,921,000 115,951,000 Dilutive effect of share equivalents resulting from stock options — — — 6,896,000 Dilutive effect of share equivalents resulting from RSAs, RSUs, and PSUs — — — 143,000 Dilutive effect of shares issuable upon conversion of preferred stock — — — 14,273,000 Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders—diluted 141,042,000 135,312,000 140,921,000 137,263,000 |
Schedule of Potentially Dilutive Common Stock Equivalents | The following potentially dilutive common stock equivalents have been excluded from the calculation of diluted weighted-average shares outstanding for the three and six months ended June 30, 2022 and 2021: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Stock options outstanding 7,089,833 6,998,703 7,089,833 1,978 Unvested RSAs, RSUs, and PSUs 1,444,694 144,791 366,961 101,269 8,534,527 7,143,494 7,456,794 103,247 |
Acquisitions, Acquired Intang_2
Acquisitions, Acquired Intangible Assets, and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the purchase price allocation recorded in the Company’s consolidated balance sheet as of the acquisition date, which was final as of June 30, 2022: Purchase Price Assets acquired Allocation Fair value of tangible assets: Other assets $ 328 Goodwill 5,176 Identifiable intangible assets 5,500 Total assets acquired $ 11,004 Liabilities assumed Current and non-current liabilities $ 1,004 Total liabilities assumed $ 1,004 Net assets acquired $ 10,000 |
Schedule of Intangible Assets | Intangible assets consists of the following: As of June 30, 2022 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Developed technology 4,294 (515) 3,779 Trade name 3,826 (308) 3,518 Content 1,958 (224) 1,734 Customer relationships 600 (59) 541 Capitalized internal-use software 3,257 (1,485) 1,772 Total as of June 30, 2022 $ 13,935 $ (2,591) $ 11,344 As of December 31, 2021 Gross Net Carrying Accumulated Carrying Amount Amortization Amount Developed technology 1,194 (266) 928 Trade name 68 (30) 38 Capitalized internal-use software 2,964 (1,005) 1,959 Total as of December 31, 2021 $ 4,226 $ (1,301) $ 2,925 |
Schedule of Future Amortization Expense | As of June 30, 2022, future amortization expense is expected to be as follows: Amount Remainder of 2022 $ 1,448 2023 2,739 2024 2,517 2025 2,030 2026 and thereafter 2,610 Total $ 11,344 |
Schedule of Goodwill | The changes in the carrying value of goodwill during the six months ended June 30, 2022 were as follows: Amount Balance as of January 1, 2022 $ 1,991 Kompyte acquisition 5,176 Foreign currency translation adjustment (427) Balance as of June 30, 2022 $ 6,740 |
Accrued expenses (Tables)
Accrued expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued expenses | Accrued expenses consist of the following: As of June 30, December 31, Employee compensation $ 5,117 $ 10,580 Income taxes payable 1,647 2,375 Other taxes payable 6,956 3,264 Vacation reserves 1,642 1,988 Marketing 4,501 — Hosting 1,157 — Other 4,289 1,272 Total accrued expenses $ 25,309 $ 19,479 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Common Stock Reserved For Future Issuance | As of June 30, 2022, the Company had reserved the following shares of common stock for future issuance: Options outstanding 7,089,833 Options reserved for future issuance 9,594,620 Restricted stock outstanding 105,090 Restricted stock units 1,150,829 Performance stock units 1,377,216 Total authorized shares of common stock reserved for future issuance 19,317,588 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation Expense | The following table shows stock-based compensation expense by where the stock-based compensation expense is recorded in the Company’s unaudited condensed consolidated statement of operations: Three Months Ended Six Months Ended 2022 2021 2022 2021 Cost of revenue $ 21 $ 7 $ 32 $ 14 Sales and marketing 277 52 410 242 Research and development 358 68 507 135 General and administrative 1,548 442 2,187 771 Total stock-based compensation $ 2,204 $ 569 $ 3,136 $ 1,162 |
Weighted-Average Assumptions to Determine Fair Value | The weighted-average assumptions utilized to determine the fair value of options granted to employees are presented in the following table: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Expected volatility 52.9 % 52.0 % 52.9 % 52.0 % Weighted-average risk-free interest rate 2.57 % 1.13 % 2.52 % 1.04 % Expected dividend yield — — — — Expected life – in years 6 6 6 6 Compensation expense is based on the estimated value of the awards on the grant date, and is recognized over the period from the grant date through the expected vest dates of each vesting condition, both of which were estimated based on a Monte Carlo simulation model applying the following key assumptions: Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Risk-free interest rate 2.07 % 2.07 % Volatility 70.00 % 70.00 % Dividend Yield — % — % Term (years) 4.13 4.13 *No PSUs were granted during the three or six months ended June 30, 2021. |
Summary of Option Activity | A summary of the Company’s option activity as of June 30, 2022, which all occurred under the 2019 Plan and the 2021 Plan, and changes during the six months then ended are as follows: Number of Options Weighted-Average Exercise Price (per share) Weighted-Average Remaining Contractual Term (in years) Outstanding at December 31, 2021 6,329,822 $ 2.32 8.14 Granted 1,544,343 12.04 Exercised (341,495) 1.56 Forfeited (442,837) 3.09 Outstanding at June 30, 2022 7,089,833 4.42 8.08 Options exercisable at June 30, 2022 3,870,456 1.39 7.5 |
Summary of Restricted Stock Unit Activity | A summary of RSU activity under the Company’s 2021 Plan for the six months ended June 30, 2022 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Fair Value Unvested balance at January 1, 2022 239,936 $ 17.21 $ 4,129 Granted 989,929 11.72 11,602 Vested (45,133) 13.70 618 Forfeited (35,331) 12.30 435 Unvested balance as of June 30, 2022 1,149,401 $ 11.38 $ 13,080 A summary of PSU activity under the Company’s 2021 Plan for the six months ended June 30, 2022 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Aggregate Fair Value Unvested balance at January 1, 2022 — $ — $ — Granted 1,395,596 11.27 15,728 Vested — — — Forfeited (68,421) 11.68 799 Unvested balance at June 30, 2022 1,327,175 $ 11.28 $ 14,971 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum amounts payable as of June 30, 2022, under the office facilities operating leases are as follows: Operating Leases Remainder of 2022 $ 1,866 2023 2,529 2024 2,145 2025 1,718 2026 1,663 2027 and thereafter 633 Total minimum lease payments $ 10,554 |
Future Minimum Amounts Payable Under Operating Leases | Future minimum amounts payable as of June 30, 2022, under non-cancelable capital leases related to the data center equipment are as follows: Capital Leases Remainder of 2022 $ 1,119 2023 2,358 2024 691 2025 153 2026 — 2027 and thereafter — Total future lease payments 4,321 Less: imputed interest (418) Total $ 3,903 |
Components of Other Income (E_2
Components of Other Income (Expense), Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Summary of Components of Other Expense, Net | The components of other income (expense), net, are as follows: Three Months Ended Six Months Ended 2022 2021 2022 2021 Foreign currency exchange loss (138) (53) (616) (8) Other income (expense), net 849 (70) 1,486 (64) Total other income (expense), net $ 711 $ (123) $ 870 $ (72) |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Total Revenue by Geographic Area | Total revenue by geographic area was as follows: Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenue: United States $ 28,830 $ 20,572 $ 54,652 $ 38,840 United Kingdom 6,356 4,676 12,233 8,873 Other 27,424 19,757 52,853 37,290 Total revenue $ 62,610 $ 45,005 $ 119,738 $ 85,003 |
Property and Equipment, Net by Geographic Location | Property and equipment, net by geographic location consists of the following: As of June 30, December 31, Property and equipment, net: United States $ 6,296 $ 6,409 Russia 1,611 1,406 Czech Republic 453 408 Other 272 47 Total assets $ 8,632 $ 8,270 |
Overview and Basis of Present_2
Overview and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Nov. 23, 2021 USD ($) $ / shares shares | Apr. 23, 2021 USD ($) shares | Mar. 29, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 shares | Mar. 28, 2021 | |
Sale of Stock [Line Items] | |||||||
Preferred stock, conversion ratio | 3 | ||||||
Class A Common Stock | |||||||
Sale of Stock [Line Items] | |||||||
Issuance costs | $ 825 | $ 13,378 | |||||
Number of shares issued in conversion (in shares) | shares | 1 | ||||||
Class B Common Stock | |||||||
Sale of Stock [Line Items] | |||||||
Preferred stock, conversion ratio | 1 | ||||||
IPO | Class A Common Stock | |||||||
Sale of Stock [Line Items] | |||||||
Stock sold (in shares) | shares | 10,000,000 | ||||||
Price per share (in dollars per share) | $ / shares | $ 14 | ||||||
Net proceeds | $ 126,600 | ||||||
Issuance costs | $ 13,400 | ||||||
Underwriters' option | Class A Common Stock | |||||||
Sale of Stock [Line Items] | |||||||
Stock sold (in shares) | shares | 719,266 | ||||||
Net proceeds | $ 9,200 | ||||||
Issuance costs | $ 800 | ||||||
Follow-On Offering | Class A Common Stock | |||||||
Sale of Stock [Line Items] | |||||||
Stock sold (in shares) | shares | 4,000,000 | ||||||
Price per share (in dollars per share) | $ / shares | $ 20.50 | ||||||
Net proceeds | $ 77,900 | ||||||
Issuance costs | $ 4,100 | ||||||
Follow-On Offering | Class A Common Stock | Co-founders, Executive Officers and Officers | |||||||
Sale of Stock [Line Items] | |||||||
Stock sold (in shares) | shares | 1,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) vote | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) vote shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Increase (decrease) in deferred revenue | $ 8,071 | ||||
Revenue recognized that was included in deferred revenue at the beginning of each period | $ 24,295 | $ 15,617 | $ 30,760 | $ 20,164 | |
Amortization period of deferred contract costs | 24 months | 24 months | |||
Restricted cash | $ 176 | 88 | $ 176 | 88 | $ 176 |
Foreign currency exchange loss | $ (138) | $ (53) | $ (616) | $ (8) | |
Allocable basis to compute net income (loss) per share | 1 | ||||
Class A Common Stock | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Number of votes per share of common stock held | vote | 1 | 1 | |||
Number of shares issued in conversion (in shares) | shares | 1 | ||||
Class B Common Stock | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Number of votes per share of common stock held | vote | 10 | 10 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Aggregate amount of transaction price | $ 721 | $ 721 | |||
Remaining performance obligation, expected timing of satisfaction | 12 months | 12 months |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Cash and Cash Equivalents [Abstract] | |||
Restricted cash included in “other assets” | $ 176 | $ 176 | $ 88 |
Cash, Cash Equivalents, and R_4
Cash, Cash Equivalents, and Restricted Cash - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 248,917 | $ 269,665 | $ 180,759 | |
Restricted cash included in “other assets” | 176 | 176 | 88 | |
Total cash, cash equivalents and restricted cash, at end of period | $ 249,093 | $ 269,841 | $ 180,847 | $ 35,619 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2022 | Jan. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Money market funds | $ 15,531,000 | $ 15,531,000 | $ 21,366,000 | ||||
Investment in convertible debt securities | $ 2,000,000 | $ 500,000 | 2,000,000 | $ 500,000 | |||
Fair value of the convertible notes gain (loss) | 367,000 | $ 0 | 1,028,000 | $ 0 | |||
Prowly | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration | $ 540,000 | $ 540,000 | $ 824,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Inputs (Details) - Market approach | Jun. 30, 2022 | Dec. 31, 2021 |
Risk free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0219 | 0.0045 |
Revenue volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.070 | 0.223 |
Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0448 | 0.0587 |
Fair Value Measurements - Conve
Fair Value Measurements - Convertible Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 3,161 | $ 500 |
Additional investment in convertible notes | 2,000 | |
Change in fair value included in other income, net | 367 | 661 |
Ending balance | $ 3,528 | $ 3,161 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value of Contingent Consideration Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value of Contingent Consideration Liability [Roll Forward] | ||
Beginning balance | $ 3,161 | $ 500 |
Expense recognized (reversed) related to service period rendered | 367 | 661 |
Ending balance | 3,528 | 3,161 |
Prowly | Contingent Consideration Liability | ||
Fair Value of Contingent Consideration Liability [Roll Forward] | ||
Beginning balance | 530 | 424 |
Expense recognized (reversed) related to service period rendered | (141) | 106 |
Ending balance | $ 389 | $ 530 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property & Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 14,328 | $ 12,730 |
Less: accumulated depreciation and amortization | (5,696) | (4,460) |
Property and equipment, net | 8,632 | 8,270 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 11,173 | 10,045 |
Furniture and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,372 | 948 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,783 | $ 1,737 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization | $ 848 | $ 790 | $ 1,654 | $ 1,134 |
Other Assets - Investments in C
Other Assets - Investments in Convertible Debt (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2022 USD ($) | Jan. 31, 2021 USD ($) investment | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||
Number of convertible debt securities purchased | investment | 2 | |||||
Investment in convertible debt securities | $ 2,000,000 | $ 500,000 | $ 2,000,000 | $ 500,000 | ||
Investment interest rate | 6% | 6% | ||||
Fair value of the convertible notes gain (loss) | $ 367,000 | $ 0 | $ 1,028,000 | $ 0 |
Net Income (Loss) Per Share - N
Net Income (Loss) Per Share - Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 vote shares | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Allocable basis to compute net income (loss) per share | 1 |
Class A Common Stock | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Number of votes per share of common stock held | 1 |
Number of shares issued in conversion (in shares) | shares | 1 |
Common Stock, Convertible, Conversion Ratio | 1 |
Class B Common Stock | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Number of votes per share of common stock held | 10 |
Net Income (Loss) Per Share - R
Net Income (Loss) Per Share - Reconciliation of the Numerator and Denominator Used in the Calculation of Basic and Diluted Net Income (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Weighted-average shares outstanding: | ||||
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders—basic (in shares) | 141,042 | 135,312 | 140,921 | 115,951 |
Dilutive effect of shares issuable upon conversion of preferred stock (in shares) | 0 | 0 | 0 | 14,273 |
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders—diluted (in shares) | 141,042 | 135,312 | 140,921 | 137,263 |
Options outstanding | ||||
Weighted-average shares outstanding: | ||||
Dilutive effect of share equivalents resulting (in shares) | 0 | 0 | 0 | 6,896 |
RSAs, RSUs, and PSUs | ||||
Weighted-average shares outstanding: | ||||
Dilutive effect of share equivalents resulting (in shares) | 0 | 0 | 0 | 143 |
Net Income (Loss) Per Share - P
Net Income (Loss) Per Share - Potentially Dilutive Common Stock Equivalents (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive common stock equivalents (in shares) | 8,534,527 | 7,143,494 | 7,456,794 | 103,247 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive common stock equivalents (in shares) | 7,089,833 | 6,998,703 | 7,089,833 | 1,978 |
RSAs, RSUs, and PSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive common stock equivalents (in shares) | 1,444,694 | 144,791 | 366,961 | 101,269 |
Acquisitions, Acquired Intang_3
Acquisitions, Acquired Intangible Assets, and Goodwill - Acquisitions Narrative (Details) - USD ($) $ in Thousands | Mar. 14, 2022 | Jan. 13, 2022 | Jun. 30, 2022 |
Backlinko | |||
Business Acquisition [Line Items] | |||
Cash consideration for acquisition | $ 4,000 | ||
Identifiable intangible assets | $ 3,915 | ||
Backlinko | Trade name | |||
Business Acquisition [Line Items] | |||
Useful life | 5 years | ||
Backlinko | Content | |||
Business Acquisition [Line Items] | |||
Useful life | 4 years | ||
Kompyte | |||
Business Acquisition [Line Items] | |||
Outstanding capital acquired | 100% | ||
Cash consideration for acquisition | $ 10,000 | ||
Identifiable intangible assets | $ 5,500 | $ 5,500 | |
Kompyte | Trade name | |||
Business Acquisition [Line Items] | |||
Useful life | 6 years | ||
Kompyte | Customer relationships | |||
Business Acquisition [Line Items] | |||
Useful life | 3 years | ||
Kompyte | Developed Technology Rights | |||
Business Acquisition [Line Items] | |||
Useful life | 6 years |
Acquisitions, Acquired Intang_4
Acquisitions, Acquired Intangible Assets, and Goodwill - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 14, 2022 | Dec. 31, 2021 |
Fair value of tangible assets: | |||
Goodwill | $ 6,740 | $ 1,991 | |
Kompyte | |||
Fair value of tangible assets: | |||
Other assets | 328 | ||
Goodwill | 5,176 | ||
Identifiable intangible assets | 5,500 | $ 5,500 | |
Total assets acquired | 11,004 | ||
Liabilities assumed | |||
Current and non-current liabilities | 1,004 | ||
Total liabilities assumed | 1,004 | ||
Net assets acquired | $ 10,000 |
Acquisitions, Acquired Intang_5
Acquisitions, Acquired Intangible Assets, and Goodwill - Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 13,935 | $ 4,226 |
Accumulated amortization | (2,591) | (1,301) |
Net carrying amount | 11,344 | 2,925 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 4,294 | 1,194 |
Accumulated amortization | (515) | (266) |
Net carrying amount | 3,779 | 928 |
Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,826 | 68 |
Accumulated amortization | (308) | (30) |
Net carrying amount | 3,518 | 38 |
Content | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 1,958 | |
Accumulated amortization | (224) | |
Net carrying amount | 1,734 | |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 600 | |
Accumulated amortization | (59) | |
Net carrying amount | 541 | |
Capitalized internal-use software | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,257 | 2,964 |
Accumulated amortization | (1,485) | (1,005) |
Net carrying amount | $ 1,772 | $ 1,959 |
Acquisitions, Acquired Intang_6
Acquisitions, Acquired Intangible Assets, and Goodwill - Intangible Assets Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Net carrying amount | $ 11,344 | $ 11,344 | $ 2,925 | ||
Amortization expense | 528 | $ 55 | 811 | $ 116 | |
Software development | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Capitalized software development costs | 165 | 144 | 782 | 271 | |
Amortization expense associated with capitalized development costs | 203 | $ 130 | 334 | $ 259 | |
Net carrying amount | $ 1,772 | $ 1,772 | $ 1,959 |
Acquisitions, Acquired Intang_7
Acquisitions, Acquired Intangible Assets, and Goodwill - Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of 2022 | $ 1,448 | |
2023 | 2,739 | |
2024 | 2,517 | |
2025 | 2,030 | |
2026 and thereafter | 2,610 | |
Net carrying amount | $ 11,344 | $ 2,925 |
Acquisitions, Acquired Intang_8
Acquisitions, Acquired Intangible Assets, and Goodwill - Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Balance as of January 1, 2022 | $ 1,991 |
Kompyte acquisition | 5,176 |
Foreign currency translation adjustment | (427) |
Balance as of June 30, 2022 | $ 6,740 |
Exit Costs (Details)
Exit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Exit costs | $ 3,485 | $ 0 | $ 3,485 | $ 0 |
One-time Termination Benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit costs | 1,244 | 1,244 | ||
Restructuring and related costs | 0 | 0 | ||
Other Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Exit costs | 2,241 | 2,241 | ||
Restructuring and related costs | $ 8,459 | $ 8,459 |
Accrued expenses (Details)
Accrued expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Employee compensation | $ 5,117 | $ 10,580 |
Income taxes payable | 1,647 | 2,375 |
Other taxes payable | 6,956 | 3,264 |
Vacation reserves | 1,642 | 1,988 |
Marketing | 4,501 | 0 |
Hosting | 1,157 | 0 |
Other | 4,289 | 1,272 |
Total accrued expenses | $ 25,309 | $ 19,479 |
Revolving Credit Facility - Nar
Revolving Credit Facility - Narrative (Details) - JPMorgan Chase Bank, N.A. - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jan. 12, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revolving credit facility | |||||
Line of Credit Facility [Line Items] | |||||
Fee on undrawn amounts | 0.25% | ||||
Interest expense | $ 106,000 | $ 28,000 | $ 187,000 | $ 53,000 | |
Revolving credit facility | London Interbank Offered Rate (LIBOR) | |||||
Line of Credit Facility [Line Items] | |||||
Variable interest rate floor | 0.50% | ||||
Margin on variable interest rate | 2.75% | ||||
Margin on variable interest rate, prior to initial public offering or positive adjusted EBITDA | 3.50% | ||||
Revolving credit facility | Base Rate | |||||
Line of Credit Facility [Line Items] | |||||
Variable interest rate floor | 3.25% | ||||
Variable interest rate floor, prior to initial public offering or positive adjusted EBITDA | 1.50% | ||||
Margin on variable interest rate | 0% | ||||
Margin on variable interest rate, prior to initial public offering or positive adjusted EBITDA | 2.50% | ||||
Revolving credit facility | JP Morgan Chase Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 45,000,000 | ||||
Advance rate | 400% | ||||
Term | 3 years | ||||
Letter of credit sub-facility | JP Morgan Chase Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 5,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 739 | $ 141 | $ 879 | $ 227 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - Narrative (Details) | 6 Months Ended | ||||
Mar. 28, 2021 shares | Mar. 15, 2021 | Jun. 30, 2022 vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Mar. 29, 2021 | |
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock, authorized (in shares) | 9,898,400 | ||||
Preferred stock, conversion ratio | 3 | ||||
Conversion of preferred stock (in shares) | 29,695,200 | ||||
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||
Percentage of votes required | 0.6666 | ||||
Anniversary of effectiveness | 7 years | ||||
Percentage of outstanding shares | 0.10 | ||||
Conversion ratio | 3 | ||||
Series A redeemable convertible preferred stock | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock, authorized (in shares) | 3,379,400 | ||||
Series A-1 redeemable convertible preferred stock | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock, authorized (in shares) | 1,837,600 | ||||
Series B convertible preferred stock | |||||
Class of Stock [Line Items] | |||||
Redeemable convertible preferred stock, authorized (in shares) | 4,681,400 | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||
Number of votes per share of common stock held | vote | 1 | ||||
Number of shares issued in conversion (in shares) | 1 | ||||
Class B Common Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, conversion ratio | 1 | ||||
Common stock, authorized (in shares) | 160,000,000 | 160,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||
Number of votes per share of common stock held | vote | 10 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - Common Stock Reserved for Future Issuance (Details) | Jun. 30, 2022 shares |
Class of Stock [Line Items] | |
Total authorized shares of common stock reserved for future issuance (in shares) | 19,317,588 |
Options outstanding | |
Class of Stock [Line Items] | |
Total authorized shares of common stock reserved for future issuance (in shares) | 7,089,833 |
Options reserved for future issuance | |
Class of Stock [Line Items] | |
Total authorized shares of common stock reserved for future issuance (in shares) | 9,594,620 |
Restricted stock outstanding | |
Class of Stock [Line Items] | |
Total authorized shares of common stock reserved for future issuance (in shares) | 105,090 |
Restricted stock units | |
Class of Stock [Line Items] | |
Total authorized shares of common stock reserved for future issuance (in shares) | 1,150,829 |
Performance stock units | |
Class of Stock [Line Items] | |
Total authorized shares of common stock reserved for future issuance (in shares) | 1,377,216 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Feb. 28, 2022 | Jul. 28, 2020 | Jul. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation | $ 2,204,000 | $ 569,000 | $ 3,136,000 | $ 1,162,000 | |||||
Expected dividend yield | 0% | 0% | 0% | 0% | |||||
Granted (in shares) | 1,544,343 | ||||||||
Weighted-average grant date fair value of options granted (in USD per share) | $ 6.22 | $ 6.69 | $ 6.31 | $ 6.13 | |||||
Tax benefit | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Aggregate intrinsic value of options outstanding | 62,368,000 | 62,368,000 | $ 117,734,000 | ||||||
Aggregate intrinsic value of options exercised | 1,231,000 | 473,000 | 3,386,000 | 492,000 | |||||
Aggregate intrinsic value of options exercisable | $ 44,764,000 | $ 44,764,000 | |||||||
Vested (in shares) | 51,762 | ||||||||
Restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Service period | 4 years | ||||||||
Stock-based compensation | $ 913,000 | $ 120,000 | $ 1,191,000 | $ 145,000 | |||||
Unrecognized compensation cost, period of recognition | 3 years 7 months 2 days | ||||||||
Unrecognized compensation cost, other than options | $ 12,986,000 | $ 12,986,000 | |||||||
Awards granted (in shares) | 799,487 | 96,525 | 989,929 | 155,025 | |||||
Vested (in shares) | 45,133 | ||||||||
Restricted stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Service period | 3 years | ||||||||
Awards granted (in shares) | 156,852 | ||||||||
Fair value of awards granted | $ 291,000 | ||||||||
ESPP | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares reserved and authorized (in shares) | 3,000,667 | 3,000,667 | |||||||
Percent of outstanding shares | 1% | ||||||||
Stock-based compensation | $ 41,000 | $ 122,000 | |||||||
Issuance of shares in connection with ESPP (in shares) | 39,516 | ||||||||
Performance stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation cost, period of recognition | 4 years | ||||||||
Unrecognized compensation cost, other than options | $ 105,000 | $ 105,000 | |||||||
Expected dividend yield | 0% | 0% | |||||||
Awards granted (in shares) | 1,395,596 | ||||||||
Vested (in shares) | 0 | ||||||||
2019 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares reserved and authorized (in shares) | 10,163,772 | 8,682,600 | |||||||
Award vesting period | 4 years | ||||||||
Award expiration period | 10 years | ||||||||
Unrecognized compensation cost | $ 2,143,000 | $ 2,143,000 | |||||||
Unrecognized compensation cost, period of recognition | 2 years 25 days | ||||||||
2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares reserved and authorized (in shares) | 13,503,001 | 13,503,001 | |||||||
Percent of outstanding shares | 5% | ||||||||
Stock-based compensation | $ 91,000 | ||||||||
Unrecognized compensation cost | $ 10,969,000 | $ 10,969,000 | |||||||
Unrecognized compensation cost, period of recognition | 3 years 7 months 9 days | ||||||||
2021 Plan | Performance stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock-based compensation | $ 134,000 | $ 140,000 | |||||||
Awards granted (in shares) | 894,709 | 1,395,596 | |||||||
Weighted average period | 3 years 8 months 15 days |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 2,204 | $ 569 | $ 3,136 | $ 1,162 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 21 | 7 | 32 | 14 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 277 | 52 | 410 | 242 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 358 | 68 | 507 | 135 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 1,548 | $ 442 | $ 2,187 | $ 771 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value Assumptions (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||||
Expected volatility | 52.90% | 52% | 52.90% | 52% |
Weighted-average risk-free interest rate | 2.57% | 1.13% | 2.52% | 1.04% |
Expected dividend yield | 0% | 0% | 0% | 0% |
Expected life – in years | 6 years | 6 years | 6 years | 6 years |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Activity (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Number of Options | ||
Outstanding (in shares) | shares | 6,329,822 | |
Granted (in shares) | shares | 1,544,343 | |
Exercised (in shares) | shares | (341,495) | |
Forfeited (in shares) | shares | (442,837) | |
Outstanding (in shares) | shares | 7,089,833 | 6,329,822 |
Options exercisable (in shares) | shares | 3,870,456 | |
Weighted-Average Exercise Price (per share) | ||
Outstanding (in dollars per share) | $ / shares | $ 2.32 | |
Granted (in dollars per share) | $ / shares | 12.04 | |
Exercised (in dollars per share) | $ / shares | 1.56 | |
Forfeited (in dollars per share) | $ / shares | 3.09 | |
Outstanding (in dollars per share) | $ / shares | 4.42 | $ 2.32 |
Options exercisable (in dollars per share) | $ / shares | $ 1.39 | |
Weighted-Average Remaining Contractual Term (in years) | ||
Outstanding | 8 years 29 days | 8 years 1 month 20 days |
Options exercisable | 7 years 6 months |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Number of Shares | ||||
Vested (in shares) | (51,762) | |||
Restricted stock units | ||||
Number of Shares | ||||
Unvested beginning balance (in shares) | 239,936 | |||
Granted (in shares) | 799,487 | 96,525 | 989,929 | 155,025 |
Vested (in shares) | (45,133) | |||
Forfeited (in shares) | (35,331) | |||
Unvested ending balance (in shares) | 1,149,401 | 1,149,401 | ||
Weighted-Average Grant Date Fair Value | ||||
Unvested beginning balance (in dollars per share) | $ 17.21 | |||
Granted (in dollars per share) | 11.72 | |||
Vested (in dollars per share) | 13.70 | |||
Forfeited (in dollars per share) | 12.30 | |||
Unvested ending balance (in dollars per share) | $ 11.38 | $ 11.38 | ||
Aggregate Fair Value | ||||
Unvested balance at January 1, 2022 | $ 4,129 | |||
Granted | 11,602 | |||
Vested | 618 | |||
Forfeited | 435 | |||
Unvested balance as of June 30, 2022 | $ 13,080 | $ 13,080 | ||
Performance stock units | ||||
Number of Shares | ||||
Unvested beginning balance (in shares) | 0 | |||
Granted (in shares) | 1,395,596 | |||
Vested (in shares) | 0 | |||
Forfeited (in shares) | (68,421) | |||
Unvested ending balance (in shares) | 1,327,175 | 1,327,175 | ||
Weighted-Average Grant Date Fair Value | ||||
Unvested beginning balance (in dollars per share) | $ 0 | |||
Granted (in dollars per share) | 11.27 | |||
Vested (in dollars per share) | 0 | |||
Forfeited (in dollars per share) | 11.68 | |||
Unvested ending balance (in dollars per share) | $ 11.28 | $ 11.28 | ||
Aggregate Fair Value | ||||
Unvested balance at January 1, 2022 | $ 0 | |||
Granted | 15,728 | |||
Vested | 0 | |||
Forfeited | 799 | |||
Unvested balance as of June 30, 2022 | $ 14,971 | $ 14,971 |
Stock-Based Compensation - Mont
Stock-Based Compensation - Monte Carlo Simulation (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 2.57% | 1.13% | 2.52% | 1.04% |
Volatility | 52.90% | 52% | 52.90% | 52% |
Dividend Yield | 0% | 0% | 0% | 0% |
Term (years) | 6 years | 6 years | 6 years | 6 years |
Performance stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 2.07% | 2.07% | ||
Volatility | 70% | 70% | ||
Dividend Yield | 0% | 0% | ||
Term (years) | 4 years 1 month 17 days | 4 years 1 month 17 days |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other Commitments [Line Items] | ||||
Rent expense | $ 1,108 | $ 954 | $ 2,443 | $ 1,881 |
Data provider | ||||
Other Commitments [Line Items] | ||||
Committed spending amount for the remainder of the year | 6,378 | 6,378 | ||
Committed spending amount for year one | 8,591 | 8,591 | ||
Committed spending amount for year two | $ 8,500 | $ 8,500 | ||
Data center equipment | ||||
Other Commitments [Line Items] | ||||
Lease arrangement term | 36 months | 36 months | ||
Capital lease total payments | $ 7,074 | $ 7,074 | ||
Capital lease obligation | $ 4,381 | $ 4,381 |
Commitment and Contingencies _2
Commitment and Contingencies - Future Minimum Amounts Payable Under Operating Leases (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2022 | $ 1,866 |
2023 | 2,529 |
2024 | 2,145 |
2025 | 1,718 |
2026 | 1,663 |
2027 and thereafter | 633 |
Total minimum lease payments | $ 10,554 |
Commitment and Contingencies _3
Commitment and Contingencies - Future Minimum Amounts Payable Under Capital Leases (Details) - Data center equipment $ in Thousands | Jun. 30, 2022 USD ($) |
Finance Lease, Liability, Payment, Due [Abstract] | |
Remainder of 2022 | $ 1,119 |
2023 | 2,358 |
2024 | 691 |
2025 | 153 |
2026 | 0 |
2027 and thereafter | 0 |
Total future lease payments | 4,321 |
Less: imputed interest | (418) |
Total | $ 3,903 |
Components of Other Income (E_3
Components of Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other Income and Expenses [Abstract] | ||||
Foreign currency exchange loss | $ (138) | $ (53) | $ (616) | $ (8) |
Other income (expense), net | 849 | (70) | 1,486 | (64) |
Total other income (expense), net | $ 711 | $ (123) | $ 870 | $ (72) |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Matching contributions | $ (72) | $ 134 | $ 438 | $ 224 |
Segment and Geographic Inform_3
Segment and Geographic Information - Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information - Geographic Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 62,610 | $ 45,005 | $ 119,738 | $ 85,003 | |
Total assets | 8,632 | 8,632 | $ 8,270 | ||
United States | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | 28,830 | 20,572 | 54,652 | 38,840 | |
Total assets | 6,296 | 6,296 | 6,409 | ||
United Kingdom | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | 6,356 | 4,676 | 12,233 | 8,873 | |
Russia | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total assets | 1,611 | 1,611 | 1,406 | ||
Czech Republic | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total assets | 453 | 453 | 408 | ||
Other | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | 27,424 | $ 19,757 | 52,853 | $ 37,290 | |
Total assets | $ 272 | $ 272 | $ 47 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) | Aug. 03, 2022 subsidiary |
Subsequent event | Russia | |
Subsequent Event [Line Items] | |
Divestiture Of Business, Number Of Entities Sold | 2 |