SEMRUSH HOLDINGS, INC., 10-Q filed on 5/8/2024
Quarterly Report
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Cover - shares
3 Months Ended
Mar. 31, 2024
Apr. 30, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2024  
Document Transition Report false  
Entity File Number 001-40276  
Entity Registrant Name Semrush Holdings, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 84-4053265  
Entity Address, Address Line One 800 Boylston Street, Suite 2475  
Entity Address, City or Town Boston  
Entity Address, State or Province MA  
Entity Address, Postal Zip Code 02199  
City Area Code (800)  
Local Phone Number 851-9959  
Title of 12(b) Security Class A Common Stock, $0.00001 par value per share  
Trading Symbol SEMR  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Shell Company false  
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Entity Central Index Key 0001831840  
Current Fiscal Year End Date --12-31  
Class A Common Stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   121,774,749
Class B Common Stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   23,482,057
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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents $ 41,388 $ 58,848
Short-term investments 201,756 179,721
Accounts receivable 7,115 7,897
Deferred contract costs, current portion 9,613 9,074
Prepaid expenses and other current assets 16,914 10,014
Total current assets 276,786 265,554
Property and equipment, net 5,999 6,686
Operating lease right-of-use assets 12,225 14,069
Intangible assets, net 16,936 16,083
Goodwill 24,757 24,879
Deferred contract costs, net of current portion 3,485 3,586
Other long-term assets 1,542 633
Total assets 341,730 331,490
Current liabilities    
Accounts payable 10,159 9,187
Accrued expenses 19,597 19,891
Deferred revenue 63,985 58,310
Current portion of operating lease liabilities 4,143 4,274
Other current liabilities 2,642 2,817
Total current liabilities 100,526 94,479
Noncurrent liabilities    
Deferred revenue, net of current portion 306 331
Deferred tax liability 633 839
Operating lease liabilities, net of current portion 9,150 10,331
Other long-term liabilities 67 1,195
Total liabilities 110,682 107,175
Commitments and contingencies (Note 15)
Stockholders' equity    
Additional paid-in capital 297,857 291,898
Accumulated other comprehensive loss (1,981) (752)
Accumulated deficit (69,860) (71,998)
Total stockholders' equity attributable to Semrush Holdings, Inc. 226,017 219,149
Noncontrolling interest in consolidated subsidiary 5,031 5,166
Total stockholders’ equity 231,048 224,315
Total liabilities and stockholders' equity 341,730 331,490
Class A Common Stock    
Stockholders' equity    
Common stock 1 1
Class B Common Stock    
Stockholders' equity    
Common stock $ 0 $ 0
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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
shares in Thousands
Mar. 31, 2024
Dec. 31, 2023
Class A Common Stock    
Common stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Common stock, authorized (in shares) 1,000,000 1,000,000
Common stock, issued (in shares) 121,245 120,629
Common stock, outstanding (in shares) 121,245 120,629
Class B Common Stock    
Common stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Common stock, authorized (in shares) 160,000 160,000
Common stock, issued (in shares) 23,482 23,482
Common stock, outstanding (in shares) 23,482 23,482
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Revenue $ 85,812,000 $ 70,870,000
Cost of revenue 14,645,000 12,639,000
Gross profit 71,167,000 58,231,000
Operating expenses    
Sales and marketing 33,921,000 35,496,000
Research and development 17,304,000 13,880,000
General and administrative 18,474,000 18,640,000
Exit costs 0 983,000
Total operating expenses 69,699,000 68,999,000
Income (loss) from operations 1,468,000 (10,768,000)
Other income, net 3,639,000 1,705,000
Income (loss) before income taxes 5,107,000 (9,063,000)
Provision for income taxes 3,104,000 797,000
Net income (loss) 2,003,000 (9,860,000)
Net loss attributable to noncontrolling interest in consolidated subsidiary (135,000) 0
Net income (loss) attributable to Semrush Holdings, Inc. $ 2,138,000 $ (9,860,000)
Net income (loss) per share attributable to common stockholders    
Net income (loss) attributable to Semrush Holdings, Inc. per share attributable to common stockholders—basic (in dollars per share) $ 0.01 $ (0.07)
Net income (loss) attributable to Semrush Holdings, Inc. per share attributable to common stockholders—diluted (in dollars per share) $ 0.01 $ (0.07)
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders    
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders—basic (in shares) 144,565,578 141,650,459
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders—diluted (in shares) 147,697,501 141,650,459
Comprehensive income (loss)    
Net income (loss) $ 2,003,000 $ (9,860,000)
Other comprehensive income (loss)    
Foreign currency translation adjustments (485,000) 365,000
Unrealized loss on investments (744,000) (83,000)
Comprehensive income (loss) 774,000 (9,578,000)
Comprehensive loss attributable to noncontrolling interest in consolidated subsidiary (135,000) 0
Comprehensive income (loss) attributable to Semrush Holdings, Inc. $ 909,000 $ (9,578,000)
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($)
$ in Thousands
Total
Class A Common Stock
Class B Common Stock
Common Stock
Class A Common Stock
Common Stock
Class B Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Loss
Accumulated Deficit
Noncontrolling Interest
Parent
Beginning balance (in shares) at Dec. 31, 2022       43,743,174 97,843,570          
Beginning balance at Dec. 31, 2022       $ 0 $ 1 $ 274,057 $ (1,206) $ (72,948)   $ 199,904
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Conversion of Class B Common Stock to Class A Common Stock (in shares)       74,239,844 74,239,844          
Conversion of Class B Common Stock to Class A Common Stock       $ 1 $ (1)         0
Issuance of common stock upon exercise of stock options (in shares)       88,957            
Issuance of common stock upon exercise of stock options           67       67
Issuance of common stock in connection with employee stock purchase plan (in shares)       38,879            
Issuance of common stock in connection with employee stock purchase plan           264       264
Issuance of common stock upon vesting of restricted stock units (in shares)       71,557            
Stock-based compensation expense           2,796       2,796
Cumulative translation adjustment $ 365           365     365
Unrealized loss on investments (83)           (83)     (83)
Net income (loss) (9,860)             (9,860)   (9,860)
Net loss attributable to noncontrolling interest 0                  
Ending balance (in shares) at Mar. 31, 2023       118,182,411 23,603,726          
Ending balance at Mar. 31, 2023       $ 1 $ 0 277,184 (924) (82,808)   193,453
Beginning balance (in shares) at Dec. 31, 2023   120,629,000 23,482,000 120,629,147 23,482,057          
Beginning balance at Dec. 31, 2023 $ 224,315     $ 1 $ 0 291,898 (752) (71,998) $ 5,166 219,149
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Issuance of common stock upon exercise of stock options (in shares) 469,879     469,879            
Issuance of common stock upon exercise of stock options $ 844         844       844
Issuance of common stock upon vesting of restricted stock units (in shares)       145,844            
Stock-based compensation expense 5,115         5,115       5,115
Cumulative translation adjustment (485)           (485)     (485)
Unrealized loss on investments (744)           (744)     (744)
Net income (loss) 2,138             2,138   2,138
Net loss attributable to noncontrolling interest (135)               (135)  
Ending balance (in shares) at Mar. 31, 2024   121,245,000 23,482,000 121,244,870 23,482,057          
Ending balance at Mar. 31, 2024 $ 231,048     $ 1 $ 0 $ 297,857 $ (1,981) $ (69,860) $ 5,031 $ 226,017
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Operating Activities    
Net income (loss) $ 2,003 $ (9,860)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities    
Depreciation and amortization expense 2,183 1,487
Amortization of deferred contract costs 3,016 2,397
Amortization (accretion) of premiums and discounts on investments (1,071) (1,716)
Non-cash lease expense 1,164 895
Stock-based compensation expense 5,115 2,796
Non-cash interest expense 0 53
Change in fair value of convertible debt securities 0 (134)
Deferred taxes (100) 4
Other non-cash items 844 568
Changes in operating assets and liabilities    
Accounts receivable 782 (1,104)
Deferred contract costs (3,455) (2,587)
Prepaid expenses and other current assets (2,275) (651)
Accounts payable 1,012 (4,226)
Accrued expenses 1,414 2,469
Other current liabilities (390) 4
Deferred revenue 5,658 7,005
Other long-term liabilities 0 0
Change in operating lease liability (1,121) (1,009)
Net cash provided by (used in) operating activities 14,779 (3,609)
Investing Activities    
Purchases of property and equipment (759) (268)
Purchases of short-term investments (46,706) (103,751)
Proceeds from sales and maturities of short-term investments 25,000 87,741
Purchases of convertible debt securities 0 (323)
Funding of investment loan receivable (7,000) 0
Capitalization of internal-use software costs (2,015) (1,056)
Cash paid for acquisition of businesses, net of cash acquired (501) (1,082)
Purchases of other investments 0 (150)
Net cash used in investing activities (31,981) (18,889)
Financing Activities    
Proceeds from exercise of stock options 844 67
Proceeds from issuance of shares in connection with employee stock purchase plan 0 264
Payment of finance leases (410) (782)
Net cash provided by (used in) financing activities 434 (451)
Effect of exchange rate changes on cash and cash equivalents (507) 73
Decrease in cash, cash equivalents and restricted cash (17,275) (22,876)
Cash, cash equivalents and restricted cash, beginning of period 58,848 79,765
Cash, cash equivalents and restricted cash, end of period 41,573 56,889
Supplemental cash flow disclosures    
Cash paid for interest 0 56
Cash paid for income taxes 199 53
Property and equipment purchases not paid 9 46
Unrealized loss on short-term investments $ 744 $ 83
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Overview and Basis of Presentation
3 Months Ended
Mar. 31, 2024
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 the United States, Spain, the Czech Republic, the Netherlands, Cyprus, Serbia, Poland, Germany, Armenia, Canada, and France.
The Company is subject to a number of risks and uncertainties common to companies in similar industries and stages of development that could affect future operations and financial performance. These risks include, but are not limited to, rapid technological change, competitive pressure from substitute products or larger companies, protection of proprietary technology, management of international activities, the need to obtain additional financing to support growth, and dependence on third parties and key individuals.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).
The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements as of and for the year ended December 31, 2023, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2024, and for the three months ended March 31, 2024 and 2023. The consolidated balance sheet as of December 31, 2023 included herein was derived from the audited consolidated financial statements as of that date.
The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, 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, 2023, filed with the SEC on March 7, 2024.
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 March 31, 2024, 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.
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Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2024
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, its wholly owned subsidiaries, and subsidiaries in which it holds a controlling interest. All intercompany transactions and balances have been eliminated in consolidation. Ownership interests in subsidiaries represented by other parties that do not control the entity are presented in the consolidated financial statements as activities and balances attributable to noncontrolling interests.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates relied upon in preparing these unaudited condensed consolidated financial statements include, but are not limited to, revenue recognition, expected future cash flows used to evaluate the recoverability of long-lived assets, contingent liabilities, expensing and capitalization of research and development costs for internal-use software, the average period of benefit associated with costs capitalized to obtain revenue contracts, the determination of the fair value of stock-based awards issued, stock-based compensation expense, the determination of the estimated fair value of loan receivables and convertible notes held by the Company, the valuations of the intangible assets acquired through acquisitions, the estimation of the Company’s incremental borrowing rate, and the recoverability of the Company’s net deferred tax assets and related valuation allowance.
Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made.
Subsequent Events Considerations
The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the unaudited condensed consolidated financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. See Note 19 for additional information regarding the Company’s subsequent events.
Emerging Growth Company Status
The Company is an "emerging growth company" (“EGC”), as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies." The Company may take advantage of these exemptions until the Company is no longer an "emerging growth company." Section 107 of the JOBS Act provides that an "emerging growth company" can take
advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company has elected to use the extended transition period for complying with new or revised accounting standards and, as a result of this election, its condensed consolidated financial statements may not be comparable to companies that comply with public company effective dates. The Company may take advantage of these exemptions up until the last day of the year following the fifth anniversary of an offering or such earlier time that it is no longer an emerging growth company. The Company would cease to be an emerging growth company if it has more than $1.07 billion in annual revenue, has more than $700.0 million in market value of its stock held by non-affiliates, or it issues more than $1.0 billion of non-convertible debt securities over a three-year period.
Revenue Recognition
The Company primarily derives revenue from subscriptions to the Company’s SaaS services and related customer support. For the three months ended March 31, 2024 and 2023, subscription revenue accounted for nearly all of the Company’s revenue. Revenue related to other revenue was not material for the three months ended March 31, 2024 and 2023.
The Company offers subscriptions to its platform primarily on a monthly or annual basis. The Company sells its products and services primarily through a self-service model and also directly through its sales force. The Company’s subscription arrangements provide customers the right to access the Company’s hosted software applications. Customers do not have the right to take possession of the Company’s software during the hosting arrangement. Subscriptions are generally non-cancellable during the contractual subscription term; however, subscription contracts contain a right to a refund if requested within seven days of purchase.
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration it expects to receive in exchange for those products or services. There were no changes to the Company’s revenue recognition policies since the filing of its Annual Report on Form 10-K with the SEC on March 7, 2024.
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 deferred revenue, and the remaining portion is recorded as deferred revenue, net of current portion. Deferred revenue increased by $5,650 as of March 31, 2024 compared to December 31, 2023. During the three months ended March 31, 2024 and 2023, $30,351 and $25,513 of revenue was recognized that was included in deferred revenue as of December 31, 2023 and 2022, respectively.
The Company has elected to exclude amounts charged to customers for sales tax from the transaction price. Accordingly, revenue is presented net of any sales tax collected from customers.
Transaction Price Allocated to Future Performance Obligations
ASC 606 requires that the Company disclose the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of the balance sheet dates reported.
For contracts with an original expected duration greater than one year, the aggregate amount of the transaction price allocated to the performance obligations that were unsatisfied as of March 31, 2024 was $1,386, of which the Company expects to recognize $1,080 over the next 12 months.
For contracts with an original expected duration of one year or less, the Company has applied the practical expedient available under ASC 606 to not disclose the amount of transaction price allocated to unsatisfied performance obligations as of March 31, 2024. For performance obligations not satisfied as of March 31, 2024, and to which this expedient applies, the nature of the performance obligations is consistent with performance obligations satisfied as of December 31, 2023.
Costs to Obtain a Contract
The incremental direct costs of obtaining a contract, which primarily consist of sales commissions paid for new subscription contracts, are deferred and recorded as deferred contract costs in the unaudited condensed consolidated balance sheets and are amortized over a period of approximately 24 months on a systematic basis, consistent with the pattern of transfer of the goods or services to which the asset relates. The 24-month period represents the estimated benefit period of the customer relationship and has been determined by taking into consideration the type of product sold, the commitment term of the customer contract, the nature of the Company’s technology development life-cycle, and an estimated customer relationship period based on historical experience and future expectations. Deferred contract costs that will be recorded as expense during the succeeding 12-month period are recorded as deferred contract costs, current portion, and the remaining portion is recorded as deferred contract costs, net of current portion. Amortization of deferred contract costs is included in sales and marketing expense in the accompanying unaudited condensed consolidated statements of operations and comprehensive 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 March 31, 2024 and December 31, 2023, no individual customer represented more than 10% of the Company’s accounts receivable. During the three months ended March 31, 2024 and 2023, no individual customer represented more than 10% of the Company’s revenue.
Disclosure of Fair Value of Financial Instruments
The Company’s financial instruments include cash, cash equivalents, investments, accounts receivable, loan receivables, accounts payable, and accrued expenses. The Company’s investments are classified as available-for-sale and reported at fair value in accordance with the market approach utilizing quoted prices that were directly or indirectly observable. The Company has elected the fair value option in respect to the accounting for its loan receivable investment, resulting in increases and decreases in the fair value of such investments being recorded to other income, net for each reporting period. The carrying amount of the remainder of the Company’s financial instruments approximated their fair values as of March 31, 2024 and December 31, 2023, due to the short-term nature of these instruments.
The Company has evaluated the estimated fair value of financial instruments using available market information. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. See below for further discussion.
Foreign Currency Translation
The Company operates in a multi-currency environment having transactions in such currencies as the U.S. dollar, zloty, Czech koruna, euro, and others. The reporting currency of the Company is the U.S. dollar.
The foreign currency exchange gain (loss) included in other income, net for the three months ended March 31, 2024 and 2023 was $445 and $(638), 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’ equity that result from transactions and economic events other than those with stockholders. For the three months ended March 31, 2024 and 2023, comprehensive income (loss) consists of net income (loss), the change in the cumulative foreign currency translation adjustment, and unrealized loss on investments. The tax effect of the cumulative foreign currency translation adjustment and unrealized loss on investments was not significant for the three months ended March 31, 2024 and 2023.
Recent Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of adopting ASU 2023-07 on its consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)-Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, ASU 2023-09 requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in ASU 2023-09 are required to be adopted for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is evaluating the impact of adopting ASU 2023-09 on its consolidated financial statements and disclosures.
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Cash, Cash Equivalents, Restricted Cash, and Investments
3 Months Ended
Mar. 31, 2024
Cash and Cash Equivalents [Abstract]  
Cash, Cash Equivalents, Restricted Cash, and Investments Cash, Cash Equivalents, Restricted Cash, and Investments
The Company considers all highly liquid instruments purchased with an original maturity date of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and amounts held in interest-bearing money market funds. Cash equivalents are carried at cost, which approximates their fair market value. Short‑term investments consist of investments with original maturities greater than 90 days, as of the date of purchase. The Company considers its investment portfolio available-for-sale. The Company adjusts the cost of investments for amortization of
premiums and accretion of discounts to maturity. The Company includes such amortization and accretion in interest income in the unaudited condensed consolidated statements of operations.
When the Company holds debt investments classified as available-for-sale pursuant to ASC 320, Investments — Debt Securities, it records available-for-sale securities at fair value, with unrealized gains and losses included in accumulated other comprehensive loss in stockholders’ equity. The Company has classified its investments with maturities beyond one year as short term, based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. The Company includes interest and dividends on securities classified as available-for-sale in interest income in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Realized gains and losses are recorded in the unaudited condensed consolidated statements of operations and comprehensive income (loss) based on the specific-identification method. There was no material realized gains or losses on investments for the three months ended March 31, 2024 or 2023. As of March 31, 2024 and December 31, 2023, the aggregate fair value of investments held by the Company in an unrealized loss position for less than twelve months was $143,186 and $89,381, respectively. As of March 31, 2024, the aggregate fair value of investments held by the Company in a continuous unrealized loss position for greater than twelve months was $43,850. The Company did not hold any investments in an unrealized loss position for greater than twelve months as of December 31, 2023.
On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) and ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815 Derivatives and Hedging and Topic 825, Financial Instruments. Under these standards, the Company reviews available-for-sale securities for impairment whenever the fair value of the security is less than its amortized cost. If impairment exists and the Company intends to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, the Company will write down the amortized cost basis to its fair value at the reporting date, recognizing the difference as a loss within other income, net in the unaudited condensed consolidated statements of operations. If the Company does not intend to sell the security nor is it more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, the Company will determine if any portion of the unrealized loss on the security is due to credit loss. If the impairment is entirely or partially due to credit loss, the Company will measure the credit loss up to the amount of the difference between fair value and amortized cost, and recognize an allowance for credit losses along with the related charge against earnings as a loss within other income, net in the unaudited condensed consolidated statements of operations. The remaining impairment amount due to all other factors is recognized in accumulated other comprehensive income (loss) in the unaudited condensed consolidated balance sheets. Subsequent changes to the Company’s estimate of credit losses will be recorded as adjustments to the allowance for credit losses and net income (loss). For the three months ended March 31, 2024, the Company determined that no impairments were required to be recognized in the unaudited condensed consolidated statements of operations.
The following is a summary of cash, cash equivalents, and investments as of March 31, 2024 and December 31, 2023:
Amortized
 Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
March 31, 2024
Cash and cash equivalents$41,388 $— $— $41,388 
Investments:
     U.S. treasury securities202,619 — (863)201,756 
           Total investments202,619 — (863)201,756 
                Total cash, cash equivalents, and investments$244,007 $— $(863)$243,144 
Amortized
 Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
December 31, 2023
Cash and cash equivalents$58,848 $— $— $58,848 
Investments:
     U.S. treasury securities due in one year or less179,843 265 (387)179,721 
           Total investments179,843 265 (387)179,721 
                Total cash, cash equivalents and investments$238,691 $265 $(387)$238,569 
The Company considered the extent to which any unrealized losses on its marketable securities were driven by credit risk and other factors, including market risk, and if it is more-likely-than-not that the Company would have to sell the security before the recovery of the amortized cost basis. As of March 31, 2024 and December 31, 2023, the unrealized losses related to its marketable securities were due to rising market interest rates compared to when the investments were initiated. The Company does not believe the unrealized losses represent credit risk, and the Company does not intend to sell any of the securities in an unrealized loss position and it is not likely that the Company would be required to sell these securities before recovery of their amortized cost basis, which may be at maturity. Thus, no credit loss was recognized for the Company's marketable securities for the three months ended March 31, 2024 and 2023.
As of March 31, 2024, the Company held $76,444 in U.S. treasury securities with maturities within one year and $125,312 in U.S. treasury securities with maturities after one year and within three years.
Restricted Cash
As of March 31, 2024, restricted cash totaled $185 and related to cash held as collateral for a letter of credit related to the contractual provisions for one of the Company’s office leases.
The following table is a reconciliation of cash, cash equivalents, and restricted cash included in the accompanying unaudited condensed consolidated balance sheets that sum to the total cash, cash equivalents, and restricted cash included in the accompanying unaudited condensed consolidated statements of cash flows:
As of March 31,
20242023
Cash and cash equivalents$41,388 $56,889 
Restricted cash included in "other long-term assets"185 — 
Cash, cash equivalents, and restricted cash$41,573 $56,889 
v3.24.1.u1
Leases
3 Months Ended
Mar. 31, 2024
Leases [Abstract]  
Leases Leases
The components of lease expense were as follows:
Three Months Ended
March 31,
Three Months Ended March 31,
20242023
Operating lease cost$1,352 $783 
Short-term lease cost228 368 
Variable lease cost1,196 1,542 
Total lease cost$2,776 $2,693 
Three Months Ended
March 31,
Three Months Ended March 31,
20242023
Amortization of lease assets$571 $571 
Interest on lease liabilities28 
Total finance lease cost$580 $599 
Weighted-average remaining lease term and discount rate were as follows:
As of March 31,
2024
Weighted-average remaining lease term (in years)
     Operating leases3.5
     Finance leases1.4
Weighted-average discount rate
     Operating leases5.4 %
     Finance leases6.5 %
Future minimum amounts payable as of March 31, 2024 were as follows:
As of March 31, 2024
Operating LeasesFinance
Leases
Remainder of 2024$3,393 $268 
20254,270 194 
20263,698 — 
20272,071 — 
2028980 — 
Thereafter— — 
Total lease payments14,412 462 
Less: imputed interest(1,119)(8)
Total lease liabilities$13,293 $454 
As of March 31, 2024, the Company had no finance or operating leases that had not yet commenced.
Rent expense related to the Company’s office facilities was $1,579 and $1,151 for the three months ended March 31, 2024 and 2023, respectively.
Leases Leases
The components of lease expense were as follows:
Three Months Ended
March 31,
Three Months Ended March 31,
20242023
Operating lease cost$1,352 $783 
Short-term lease cost228 368 
Variable lease cost1,196 1,542 
Total lease cost$2,776 $2,693 
Three Months Ended
March 31,
Three Months Ended March 31,
20242023
Amortization of lease assets$571 $571 
Interest on lease liabilities28 
Total finance lease cost$580 $599 
Weighted-average remaining lease term and discount rate were as follows:
As of March 31,
2024
Weighted-average remaining lease term (in years)
     Operating leases3.5
     Finance leases1.4
Weighted-average discount rate
     Operating leases5.4 %
     Finance leases6.5 %
Future minimum amounts payable as of March 31, 2024 were as follows:
As of March 31, 2024
Operating LeasesFinance
Leases
Remainder of 2024$3,393 $268 
20254,270 194 
20263,698 — 
20272,071 — 
2028980 — 
Thereafter— — 
Total lease payments14,412 462 
Less: imputed interest(1,119)(8)
Total lease liabilities$13,293 $454 
As of March 31, 2024, the Company had no finance or operating leases that had not yet commenced.
Rent expense related to the Company’s office facilities was $1,579 and $1,151 for the three months ended March 31, 2024 and 2023, respectively.
v3.24.1.u1
Fair Value Measurement
3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurement Fair Value Measurement
The following tables summarize financial assets and liabilities measured and recorded at fair value on a recurring basis in the accompanying consolidated balance sheets as of March 31, 2024 and December 31, 2023, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
March 31, 2024
Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)Significant Other Observable Inputs (Level 2 Inputs)Significant Unobservable Inputs
(Level 3 Inputs)
Total
Assets:
     Money market funds$16,450 $— $— $16,450 
     U.S. treasury securities— 201,756 — 201,756 
     Commercial paper— 3,486 — 3,486 
     Investment loan receivable (See Note 7)— — 7,000 7,000 
Total assets$16,450 $205,242 $7,000 $228,692 
Liabilities:
Contingent consideration$— $— $618 $618 
Total liabilities$— $— $618 $618 
December 31, 2023
Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)Significant Other Observable Inputs (Level 2 Inputs)Significant Unobservable Inputs
(Level 3 Inputs)
Total
Assets:
     Money market funds$54,269 $— $— $54,269 
     U.S. treasury securities— 179,721 — 179,721 
Total assets$54,269 $179,721 $— $233,990 
Liabilities:
     Contingent consideration$— $— $597 $597 
Total liabilities$— $— $597 $597 

Cash equivalents include money market funds with original maturities of 90 days or less from the date of purchase. The fair value measurement of these assets is based on quoted market prices in active markets for identical assets and, therefore, these assets are recorded at fair value on a recurring basis and classified as Level 1 in the fair value hierarchy. The Company’s investments primarily consist of U.S. treasury securities. The fair value measurement of these assets is based on significant other observable inputs and, therefore, these assets are recorded at fair value on a recurring basis and classified as Level 2 in the fair value hierarchy.
As of March 31, 2024, the Company measured its investment loan receivables (see Note 7) and its contingent consideration associated with the acquisition of Datos Inc. on a recurring basis using significant unobservable inputs (Level 3). As of December 31, 2023, the Company measured its contingent consideration associated with the acquisition of Datos Inc. on a recurring basis using significant unobservable inputs (Level 3).
Contingent consideration
The Company records contingent consideration resulting from a business combination at its fair value on the acquisition date. The Company generally determines the fair value of the contingent consideration using the Monte Carlo simulation model. Each reporting period thereafter, these obligations are revalued and increases or decreases in their fair values are recorded as an adjustment to other income, net within the unaudited condensed consolidated statements of operations and comprehensive income (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 $618 and $597 as of March 31, 2024 and December 31, 2023, respectively. The following table represents the key inputs used in the fair value calculations:
March 31, 2024
December 31, 2023
Risk free interest rate5.00 %4.80 %
Projected year of payment20252025
Revenue volatility10.0 %11.0 %
Discount rate7.60 %7.70 %

Changes in the estimated fair value of the Datos contingent consideration payable will be recognized in other income, net. A rollforward of the fair value measurements of the contingent consideration liability for the three months ended March 31, 2024 is as follows:
Balance as of December 31, 2023
$597 
Change in fair value and expense recognized for service period rendered21 
Balance as of March 31, 2024618 
v3.24.1.u1
Property and Equipment, Net
3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net Property and Equipment, Net
Property and equipment consists of the following:
As of
March 31,
2024
December 31,
2023
Computer equipment$11,163 $11,084 
Furniture and office equipment1,904 1,965 
Leasehold improvements2,681 2,469 
Total property and equipment15,748 15,518 
Less: accumulated depreciation and amortization(9,749)(8,832)
Property and equipment, net$5,999 $6,686 
Depreciation and amortization expense related to property and equipment was $1,039 and $838 for the three months ended March 31, 2024 and 2023, respectively.
v3.24.1.u1
Other Assets
3 Months Ended
Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other Assets Other Assets
Investment Loan Receivable
In March 2024, the Company entered into a loan agreement in which it has loaned $7,000 to the borrower with a repayment date in March 2025. In addition to the loan facility, the Company entered into an option agreement with the borrower in which the Company has the right, but not the obligation, to acquire a majority of the outstanding common stock of the borrower during the period beginning July 1, 2024 and ending August 31, 2024. The Company recorded the investment loan receivable and the call option at their fair value of $7,000 on the agreement date. The carrying value of the investment loan receivable, which approximates its fair value, is recorded in prepaid expenses and other current assets in the unaudited condensed consolidated balance sheet as of March 31, 2024.
With respect to its investment loan receivable, the Company held a variable interest in the borrower, 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 of operations for the three months ended March 31, 2024. Significant judgments included the determination that the Company was not the primary beneficiary of the variable interest entity given the Company’s variable interests did not constitute a controlling financial interest.
The Company elected to account for this investment by utilizing the fair value option. The Company records investment loan receivables at their fair value on the agreement date. Each reporting period thereafter, these receivables are revalued and increases or decreases in their fair values are recorded as an adjustment to other income, net within the unaudited condensed consolidated statements of operations and comprehensive income (loss). The Company generally determines the fair value using the discounted cash flow method. The significant assumptions used to estimate the fair value include the interest rate, risk-free rate, expected repayment date, equity value, equity volatility, expected timing of exercise, and the credit spread assumption specific to the investment loan. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period.
v3.24.1.u1
Net Income (Loss) Per Share
3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Net Income (Loss) Per Share Net Income (Loss) Per Share
For the three months ended March 31, 2024, diluted net income per share was calculated by dividing net income attributable to Semrush Holdings, Inc. by the weighted-average number of shares of common stock outstanding during the period, including the dilutive impact of stock options and shares of common stock issuable upon the vesting of Restricted Stock Units (“RSUs”).
For the three months ended March 31, 2023, 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 both basic and diluted earnings per share. The dilutive effect of common stock equivalents has been excluded from the calculation of diluted net loss per share for these periods as its effect would have been anti-dilutive due to the net losses incurred for the periods.
The following table presents a reconciliation of weighted-average shares outstanding used in the calculation of basic and diluted net income (loss) per share:
Three Months Ended March 31,
20242023
Weighted-average shares outstanding:
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders—basic144,565,578 141,650,459 
Dilutive effect of share equivalents resulting from stock options2,193,289 — 
Dilutive effect of share equivalents resulting from restricted stock units938,634 — 
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders—diluted147,697,501 141,650,459 
The following potentially dilutive common stock equivalents, including stock options and restricted stock units, have been excluded from the calculation of diluted weighted-average shares outstanding for the three months ended March 31, 2024 and 2023 because to do so would have been anti-dilutive for the periods presented:
Three Months Ended March 31,
20242023
Stock options outstanding3,515,132 7,502,992 
Unvested RSUs539,969 1,770,736 
Unvested Performance stock units (“PSUs”)319,976 — 
4,375,077 9,273,728 
For the three months ended March 31, 2024 and 2023, 1,198,606 and 1,328,021 shares of Class A common stock potentially issuable under PSU awards were excluded from the table above, respectively. The performance-based conditions had not been met and were deemed improbable of achievement as of the reporting period end date. See Note 14 for additional information regarding the Company’s PSU awards.
v3.24.1.u1
Acquisitions, Intangible Assets, and Goodwill
3 Months Ended
Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]  
Acquisitions, Intangible Assets, and Goodwill Acquisitions, Intangible Assets, and Goodwill
Acquisitions
Datos
On December 1, 2023, the Company completed a stock purchase agreement to acquire approximately 60% of the voting equity interests in Datos Inc. (“Datos”). The Company has accounted for this transaction as a business combination under the acquisition method. The primary purpose of this business combination is to acquire Datos’ valuable clickstream data software. The Company performed acquisition accounting as of December 1, 2023. The acquisition date fair value of the consideration transferred consisted of the following:
Acquisition Date
Consideration transferredFair Value
Fair value of the January 2021 and February 2022 Convertible Notes$7,530 
Cash paid at close4,255 
Other consideration2,070 
Total purchase consideration$13,855 
The Company determined that the fair value of the assets acquired and liabilities assumed was $19,021, including the fair value of the noncontrolling interest in Datos of $5,166. The fair value of the noncontrolling interest is inclusive of the fair value of the acquired call option, which gives the Company the right, but not the obligation, to purchase the remaining shares in Datos during the period beginning January 1, 2026 and ending on January 1, 2027 (the “Call Option”). The Company estimated the fair value of the noncontrolling interest, inclusive of the Call Option, using an option pricing method (a special case of the income approach), considering the initial transaction price and based on Level 3 significant unobservable inputs such as the total equity value of Datos, forecasted revenues, volatility, and risk-adjusted discount rates. Other consideration includes the deferred purchase payments, the contingent payment, and additional consideration due to the seller. A payment of $501 was made during March 2024 related to other consideration. The remaining fair value of other consideration has been recorded to other current liabilities in the unaudited condensed consolidated balance sheet as of March 31, 2024.

The table below summarizes the Company’s preliminary purchase price allocation. The allocation of the purchase price is preliminary as of March 31, 2024 as the Company continues to gather information supporting the acquired assets and liabilities to finalize the purchase price allocation.
Purchase Price
Assets acquiredAllocation
Fair value of tangible assets:
Cash and cash equivalents$549 
Accounts receivable518 
Prepaid expenses and other current assets320 
Property and equipment, net
Other long-term assets
Identifiable intangible assets2,780 
Goodwill16,791 
Total assets acquired$20,969 
Liabilities assumed
Accounts payable342 
Deferred revenue367 
Accrued expenses213 
Other current liabilities609 
Other long-term liabilities417 
Total Liabilities Assumed$1,948 
Fair value of assets acquired and liabilities assumed, net$19,021 
Fair value of noncontrolling interest, including call option$5,166 
Fair value of controlling interest acquired$13,855 
The Company recorded $100 in transaction costs related to the transaction during the three months ended March 31, 2024, which are included in the unaudited condensed consolidated statements of operations and comprehensive income (loss) in its income from continuing operations under the line item, General and administrative.
As of December 1, 2023, the results of Datos’ operations are included within the Company’s consolidated financial statements. 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.
Traffic Think Tank
On February 23, 2023, the Company completed a purchase agreement with Rank, LLC (“Traffic Think Tank”), acquiring certain intangible assets of Traffic Think Tank for total cash consideration of $1,800, of which $360 will be paid in 12 months (the “12-month holdback amount”) and $360 will be paid in 18 months (the “18-month holdback amount”). The remaining consideration was paid upon closing. The 12-month holdback amount and 18-month holdback amount are recorded in other current liabilities in the unaudited condensed consolidated balance sheet as of March 31, 2024. The primary purpose of the acquisition was to acquire valuable brand and content related to Traffic Think Tank’s SEO community and courses.

This business combination did not have a material impact on the Company’s unaudited condensed consolidated financial statements. Therefore, actual results of operations subsequent to the acquisition date and pro forma results of operations have not been presented.

Intangible Assets
Intangible assets consist of intangible assets resulting from the Company’s acquisitions and its capitalized internal-use software development costs. Intangible assets consist of the following:

As of March 31, 2024
Weighted Average Remaining Useful Life (years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Developed technology3.9$5,595 $(1,760)$3,835 
Trade name3.54,450 (1,605)2,845 
Content2.02,387 (1,170)1,217 
Customer relationships4.11,694 (490)1,204 
Capitalized internal-use software2.810,449 (2,614)7,835 
Total as of March 31, 2024
$24,575 $(7,639)$16,936 

As of December 31, 2023
Weighted Average Remaining Useful Life (years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Developed technology4.1$5,604 $(1,518)$4,086 
Trade name3.74,451 (1,404)3,047 
Content2.32,387 (1,021)1,366 
Customer relationships4.41,694 (396)1,298 
Capitalized internal-use software2.88,460 (2,174)6,286 
Total as of December 31, 2023
$22,596 $(6,513)$16,083 

During the three months ended March 31, 2024 and 2023, the Company capitalized $2,015 and $1,056 of software development costs, respectively. These capitalized costs are classified as intangible assets on the accompanying unaudited condensed consolidated balance sheets. During the three months ended March 31, 2024 and 2023, the Company recorded amortization expense associated with its capitalized software development costs of $448 and $127, respectively.
Amortization expense for acquired intangible assets was $692 and $522 for the three months ended March 31, 2024 and 2023, respectively.
As of March 31, 2024, future amortization expense is expected to be as follows:
Amount
Remainder of 2024$3,241 
20254,075 
20263,127 
20271,471 
2028695 
Thereafter4,327 
Total$16,936 

Goodwill
The changes in the carrying value of goodwill during the three months ended March 31, 2024 were as follows:
Amount
Balance as of January 1, 2024$24,879 
Datos purchase price allocation adjustment(104)
Foreign currency translation adjustment(18)
Balance as of March 31, 2024
$24,757 
v3.24.1.u1
Exit Costs
3 Months Ended
Mar. 31, 2024
Restructuring and Related Activities [Abstract]  
Exit Costs Exit Costs
Commencing in March 2022, the Company began to exit its operations in Russia and relocate employees. As of June 30, 2023, the Company had substantially completed its relocation efforts. All costs associated with the Company’s exit activities are included in the unaudited condensed consolidated statements of operations in its income from continuing operations under the line item, Exit Costs.
During the three months ended March 31, 2024, the Company did not incur exit costs. During the three months ended March 31, 2023, the Company incurred exit costs of $983 related to relocation efforts.
v3.24.1.u1
Accrued expenses
3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
Accrued expenses Accrued expenses
Accrued expenses consist of the following:
As of
March 31,
2024
December 31,
2023
Employee compensation$4,687 $7,742 
Income taxes payable4,719 1,810 
Other taxes payable9,262 9,695 
Vacation reserves802 549 
Other127 95 
Total accrued expenses$19,597 $19,891 
v3.24.1.u1
Income Taxes
3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company is subject to income taxes in U.S. federal, state, and foreign jurisdictions. For the three months ended March 31, 2024 and 2023, the Company recorded provisions for income taxes of $3,104 and $797, respectively. The Company’s effective tax rate for the three months ended March 31, 2024 differs from the U.S. statutory rate due primarily to the impact of earnings in foreign jurisdictions and the impact of the requirement to capitalize and amortize certain research and development costs which results in a current U.S. tax provision but no deferred tax benefit as a result of the valuation allowance maintained against our net deferred tax assets. The Company’s income tax expense for the three months ended March 31, 2023 primarily relates to income earned in certain foreign jurisdictions.
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to be in effect for the years in which differences are expected to reverse. On a periodic basis, the Company reassesses any valuation allowances it maintains on its deferred tax assets, weighing positive and negative evidence to assess the recoverability of the deferred tax assets. The Company maintains a valuation allowance on its net deferred tax assets.
v3.24.1.u1
Stockholders’ Equity
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Stockholders’ Equity Stockholders’ Equity
Common Stock Reserved for Future Issuance
As of March 31, 2024, the Company had reserved the following shares of common stock for future issuance:
Options outstanding6,456,261 
Common stock reserved for future issuance13,435,520 
Restricted stock units and performance stock units outstanding5,935,849 
Total authorized shares of common stock reserved for future issuance25,827,630 
v3.24.1.u1
Stock-Based Compensation
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
The Company recorded stock-based compensation expense of $5,115 and $2,796 during the three months ended March 31, 2024 and 2023, 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
March 31,
20242023
Cost of revenue$39 $17 
Sales and marketing770 528 
Research and development636 343 
General and administrative3,670 1,908 
Total stock-based compensation$5,115 $2,796 
As of March 31, 2024, there was $15,790 of unrecognized compensation cost related to unvested common stock option arrangements, which is expected to be recognized over a weighted-average period of 2.66 years. As of March 31, 2024, there was $33,975 of unrecognized compensation cost related to unvested restricted stock unit awards, which is expected to be recognized over a weighted-average period of 2.76 years. As of March 31, 2024, there was $11,463 of unrecognized compensation cost
related to unvested performance stock unit awards, which is expected to be recognized over a weighted-average period of 2.92 years.
The fair value of each option award was estimated on the date of grant using the Black-Scholes option-pricing model. As there was no public market for its common stock prior to March 25, 2021, which was the first day of trading, and as the trading history of the Company’s common stock is limited, the Company determined the expected volatility for options granted based on an analysis of reported data for a peer group of companies that issued options with substantially similar terms. The expected volatility of options granted has been determined using an average of the historical volatility measures of this peer group of companies. The expected life of options granted to employees was calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The Company uses the simplified method because it does not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the share option. The Company has not paid, nor anticipates paying, cash dividends on its ordinary shares; therefore, the expected dividend yield is assumed to be zero.
The weighted-average assumptions utilized to determine the fair value of options granted to employees are presented in the following table:
Three Months Ended March 31,
20242023
Expected volatility61.8 %63.6 %
Weighted-average risk-free interest rate4.28 %4.22 %
Expected dividend yield— — 
Expected life – in years66
A summary of the Company’s option activity as of March 31, 2024, and changes during the three months then ended are as follows:
Number of OptionsWeighted-Average Exercise Price (per share)Weighted-Average Remaining Contractual Term (in years)
Outstanding at January 1, 20247,175,494 $7.02 7.78
Granted15,888 12.62 
Exercised(469,879)1.80 
Forfeited(265,242)8.47 
Outstanding at March 31, 2024
6,456,261 7.36 7.60
Options exercisable at March 31, 2024
3,183,237 4.606.41
The weighted-average grant-date fair value of options granted during the three months ended March 31, 2024 was $7.71 per share. The weighted-average grant-date fair value of options granted during the three months ended March 31, 2023 was $4.93 per share. No tax benefits were realized from options during the three months ended March 31, 2024 and 2023, respectively.
The aggregate intrinsic value of options outstanding as of March 31, 2024 and December 31, 2023 was $39,769 and $49,221, respectively.
The aggregate intrinsic value for options exercised during the three months ended March 31, 2024 was $5,035. The aggregate intrinsic value for options exercised during the three months ended March 31, 2023 was $708.
The aggregate intrinsic value for options exercisable as of March 31, 2024 and December 31, 2023 was $28,574 and $34,471, respectively.
The aggregate intrinsic value was calculated based on the positive difference, if any, between the estimated fair value of the Company’s common stock on March 31, 2024 and December 31, 2023, respectively, or the date of exercise, as appropriate, and the exercise price of the underlying options.
During the three months ended March 31, 2024 and 2023, the Company granted to employees RSUs for 1,439,963 and 523,294 shares of Class A common stock, respectively. During the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation expense related to the RSUs of $3,007 and $1,191, respectively.
A summary of RSU activity for the three months ended March 31, 2024 is as follows:
Number of SharesWeighted-Average Grant Date Fair ValueAggregate Fair Value
Unvested balance at January 1, 20242,571,318$9.88 $25,405 
Granted1,439,96312.5418,057
Vested(145,844)10.351,509 
Forfeited(153,805)8.381,289 
Unvested balance as of March 31, 2024
3,711,632$10.95 $40,642 
During the three months ended March 31, 2024, the Company granted to employees Performance Stock Unit (“PSU”) awards for 1,146,491 shares of Class A common stock. During the three months ended March 31, 2024 and 2023, $435 and $24 of stock-based compensation expense has been recognized in connection with PSU awards. respectively. The Company did not grant PSU awards during the three months ended March 31, 2023. The fair value of PSUs with a market component was estimated on the grant date using a Monte Carlo simulation model.
A summary of PSU activity for the three months ended March 31, 2024 is as follows:
Number of SharesWeighted-Average Grant Date Fair ValueAggregate Fair Value
Unvested balance at January 1, 20241,077,726$11.61 $12,512 
Granted1,146,49112.5614,400
Vested— — 
Forfeited— — 
Unvested balance at March 31, 2024
2,224,217$12.10 $26,913 
v3.24.1.u1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Data Providers
The Company has multi-year commitments with certain data providers through March 31, 2026. As of March 31, 2024, future commitments for data services are as follows:
As of March 31, 2024
Remainder of 20249,118 
202514,388 
20263,266 
2027 and thereafter— 
      Total$26,772 
Litigation
From time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
Indemnification
The Company typically enters into indemnification agreements with customers in the ordinary course of business. Pursuant to these agreements, the Company indemnifies and agrees to reimburse the indemnified party for losses suffered or incurred as a result of claims of intellectual property infringement. These indemnification agreements are provisions of the applicable customer agreement. Based on when clients first sign an agreement for the Company’s service, the maximum potential amount of future payments the Company could be required to make under certain of these indemnification agreements is unlimited. Based on historical experience and information known as of March 31, 2024, the Company has not incurred any costs for the above guarantees and indemnities.
In certain circumstances, the Company warrants that its services will perform in all material respects in accordance with its standard published specification documentation in effect at the time of delivery of the services to the customer for the term of the agreement. To date, the Company has not incurred significant expense under its warranties and, as a result, the Company believes the estimated fair value of these agreements is immaterial.
v3.24.1.u1
Components of Other Income, Net
3 Months Ended
Mar. 31, 2024
Other Income and Expenses [Abstract]  
Components of Other Income, Net Components of Other Income, Net
The components of other income, net, for the three months ended three months ended March 31, 2024 and 2023 are as follows:
Three Months Ended
March 31,
20242023
Foreign currency exchange gain (loss)$445 $(638)
Interest income, net2,732 2,189 
Other income, net462 154 
Total other income, net$3,639 $1,705 
v3.24.1.u1
Employee Benefit Plan
3 Months Ended
Mar. 31, 2024
Retirement Benefits [Abstract]  
Employee Benefit Plan Employee Benefit PlanThe Company maintains a defined contribution savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”) covering all U.S. employees who satisfy certain eligibility requirements. The 401(k) Plan allows each participant to defer a percentage of their eligible compensation subject to applicable annual limits pursuant to the limits established by the Internal Revenue Service. The Company may, at the discretion of the Board, make contributions in the form of matching contributions or profit-sharing contributions. For the three months ended March 31, 2024 and 2023, the Company made matching contributions of $447 and $308 to the 401(k) Plan, respectively.
v3.24.1.u1
Segment and Geographic Information
3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
Segment and Geographic Information Segment and Geographic Information
Disclosure 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
March 31,
20242023
Revenue:
United States$40,646 $34,747 
United Kingdom8,324 7,007 
Other36,842 29,116 
Total revenue$85,812 $70,870 
Property and equipment, net by geographic location consists of the following:
As of
March 31,
2024
December 31,
2023
Property and equipment, net:
United States$2,387 $3,231 
Netherlands2,015 1,781 
Spain790 807 
Czech Republic246 278 
Other561 589 
Total assets$5,999 $6,686 
v3.24.1.u1
Subsequent Events
3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
In April 2024, the Company acquired approximately 58% of the outstanding shares of Brand24 S.A. ("Brand24"), a leading SaaS platform providing metrics measuring brand awareness, sentiment analysis, and collecting customer insights located and based in Poland. The purchase price for the Brand24 acquisition totaled $13.7 million. The acquisition will be accounted for as a business combination under ASC 805, Business Combinations. The Company is in the process of finalizing the accounting for this transaction and will complete the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of the second quarter of 2024. In connection with this transaction, the Company plans to commence a tender offer in May 2024 to acquire additional outstanding shares of Brand24.
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure    
Net income (loss) $ 2,138 $ (9,860)
v3.24.1.u1
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2024
shares
Trading Arrangements, by Individual  
Non-Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Terminated false
Dmitry Melnikov [Member]  
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement
On March 15, 2024, The Melnikov Family GRAT Remainder Trust (the “Trust”), a trust for the benefit of certain members of the family of Dmitry Melnikov, a member of our Board of Directors, and of which IQ EQ Trust Company, US, LLC is the trustee and Mr. Melnikov’s spouse is the trust advisor, adopted a Rule 10b5-1 Trading Plan. Mr. Melnikov’s Rule 10b5-1 Trading Plan, which commences on August 15, 2024 and ends on August 15, 2025, provides for the sale of up to 700,000 shares of our Class A common stock pursuant to the terms of the plan. Mr. Melnikov disclaims Section 16 beneficial ownership of the securities held by the Trust, and the preceding sentence shall not be deemed an admission that Mr. Melnikov is the beneficial owner of such securities for Section 16 or any other purpose.
Name Dmitry Melnikov
Title member of our Board of Directors
Rule 10b5-1 Arrangement Adopted true
Adoption Date August 15, 2024
Rule 10b5-1 Arrangement Terminated true
Termination Date August 15, 2025
Arrangement Duration 365 days
Aggregate Available 700,000
v3.24.1.u1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2024
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, 2023, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2024, and for the three months ended March 31, 2024 and 2023. The consolidated balance sheet as of December 31, 2023 included herein was derived from the audited consolidated financial statements as of that date.
The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, 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, 2023, filed with the SEC on March 7, 2024.
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 March 31, 2024, 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, its wholly owned subsidiaries, and subsidiaries in which it holds a controlling interest. All intercompany transactions and balances have been eliminated in consolidation. Ownership interests in subsidiaries represented by other parties that do not control the entity are presented in the consolidated financial statements as activities and balances attributable to noncontrolling interests.
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates relied upon in preparing these unaudited condensed consolidated financial statements include, but are not limited to, revenue recognition, expected future cash flows used to evaluate the recoverability of long-lived assets, contingent liabilities, expensing and capitalization of research and development costs for internal-use software, the average period of benefit associated with costs capitalized to obtain revenue contracts, the determination of the fair value of stock-based awards issued, stock-based compensation expense, the determination of the estimated fair value of loan receivables and convertible notes held by the Company, the valuations of the intangible assets acquired through acquisitions, the estimation of the Company’s incremental borrowing rate, and the recoverability of the Company’s net deferred tax assets and related valuation allowance.
Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made.
Subsequent Events Considerations
Subsequent Events Considerations
The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the unaudited condensed consolidated financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. See Note 19 for additional information regarding the Company’s subsequent events.
Revenue Recognition
Revenue Recognition
The Company primarily derives revenue from subscriptions to the Company’s SaaS services and related customer support. For the three months ended March 31, 2024 and 2023, subscription revenue accounted for nearly all of the Company’s revenue. Revenue related to other revenue was not material for the three months ended March 31, 2024 and 2023.
The Company offers subscriptions to its platform primarily on a monthly or annual basis. The Company sells its products and services primarily through a self-service model and also directly through its sales force. The Company’s subscription arrangements provide customers the right to access the Company’s hosted software applications. Customers do not have the right to take possession of the Company’s software during the hosting arrangement. Subscriptions are generally non-cancellable during the contractual subscription term; however, subscription contracts contain a right to a refund if requested within seven days of purchase.
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration it expects to receive in exchange for those products or services. There were no changes to the Company’s revenue recognition policies since the filing of its Annual Report on Form 10-K with the SEC on March 7, 2024.
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 deferred revenue, and the remaining portion is recorded as deferred revenue, net of current portion. Deferred revenue increased by $5,650 as of March 31, 2024 compared to December 31, 2023. During the three months ended March 31, 2024 and 2023, $30,351 and $25,513 of revenue was recognized that was included in deferred revenue as of December 31, 2023 and 2022, respectively.
The Company has elected to exclude amounts charged to customers for sales tax from the transaction price. Accordingly, revenue is presented net of any sales tax collected from customers.
Transaction Price Allocated to Future Performance Obligations
ASC 606 requires that the Company disclose the aggregate amount of the transaction price that is allocated to performance obligations that have not yet been satisfied as of the balance sheet dates reported.
For contracts with an original expected duration greater than one year, the aggregate amount of the transaction price allocated to the performance obligations that were unsatisfied as of March 31, 2024 was $1,386, of which the Company expects to recognize $1,080 over the next 12 months.
For contracts with an original expected duration of one year or less, the Company has applied the practical expedient available under ASC 606 to not disclose the amount of transaction price allocated to unsatisfied performance obligations as of March 31, 2024. For performance obligations not satisfied as of March 31, 2024, and to which this expedient applies, the nature of the performance obligations is consistent with performance obligations satisfied as of December 31, 2023.
Costs to Obtain a Contract
The incremental direct costs of obtaining a contract, which primarily consist of sales commissions paid for new subscription contracts, are deferred and recorded as deferred contract costs in the unaudited condensed consolidated balance sheets and are amortized over a period of approximately 24 months on a systematic basis, consistent with the pattern of transfer of the goods or services to which the asset relates. The 24-month period represents the estimated benefit period of the customer relationship and has been determined by taking into consideration the type of product sold, the commitment term of the customer contract, the nature of the Company’s technology development life-cycle, and an estimated customer relationship period based on historical experience and future expectations. Deferred contract costs that will be recorded as expense during the succeeding 12-month period are recorded as deferred contract costs, current portion, and the remaining portion is recorded as deferred contract costs, net of current portion. Amortization of deferred contract costs is included in sales and marketing expense in the accompanying unaudited condensed consolidated statements of operations and comprehensive 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 additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company's accounts receivable.
Disclosure of Fair Value of Financial Instruments
Disclosure of Fair Value of Financial Instruments
The Company’s financial instruments include cash, cash equivalents, investments, accounts receivable, loan receivables, accounts payable, and accrued expenses. The Company’s investments are classified as available-for-sale and reported at fair value in accordance with the market approach utilizing quoted prices that were directly or indirectly observable. The Company has elected the fair value option in respect to the accounting for its loan receivable investment, resulting in increases and decreases in the fair value of such investments being recorded to other income, net for each reporting period. The carrying amount of the remainder of the Company’s financial instruments approximated their fair values as of March 31, 2024 and December 31, 2023, 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.
Cash equivalents include money market funds with original maturities of 90 days or less from the date of purchase. The fair value measurement of these assets is based on quoted market prices in active markets for identical assets and, therefore, these assets are recorded at fair value on a recurring basis and classified as Level 1 in the fair value hierarchy. The Company’s investments primarily consist of U.S. treasury securities. The fair value measurement of these assets is based on significant other observable inputs and, therefore, these assets are recorded at fair value on a recurring basis and classified as Level 2 in the fair value hierarchy.
As of March 31, 2024, the Company measured its investment loan receivables (see Note 7) and its contingent consideration associated with the acquisition of Datos Inc. on a recurring basis using significant unobservable inputs (Level 3). As of December 31, 2023, the Company measured its contingent consideration associated with the acquisition of Datos Inc. on a recurring basis using significant unobservable inputs (Level 3).
Foreign Currency Translation
Foreign Currency Translation
The Company operates in a multi-currency environment having transactions in such currencies as the U.S. dollar, zloty, Czech koruna, euro, and others. The reporting currency of the Company is the U.S. dollar.
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’ equity that result from transactions and economic events other than those with stockholders. For the three months ended March 31, 2024 and 2023, comprehensive income (loss) consists of net income (loss), the change in the cumulative foreign currency translation adjustment, and unrealized loss on investments. The tax effect of the cumulative foreign currency translation adjustment and unrealized loss on investments was not significant for the three months ended March 31, 2024 and 2023.
Recent Accounting Pronouncements Not Yet Adopted
Recent Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of adopting ASU 2023-07 on its consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)-Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, ASU 2023-09 requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in ASU 2023-09 are required to be adopted for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is evaluating the impact of adopting ASU 2023-09 on its consolidated financial statements and disclosures.
v3.24.1.u1
Cash, Cash Equivalents, Restricted Cash, and Investments (Tables)
3 Months Ended
Mar. 31, 2024
Cash and Cash Equivalents [Abstract]  
Schedule of Cash, Cash Equivalents and Investments
The following is a summary of cash, cash equivalents, and investments as of March 31, 2024 and December 31, 2023:
Amortized
 Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
March 31, 2024
Cash and cash equivalents$41,388 $— $— $41,388 
Investments:
     U.S. treasury securities202,619 — (863)201,756 
           Total investments202,619 — (863)201,756 
                Total cash, cash equivalents, and investments$244,007 $— $(863)$243,144 
Amortized
 Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
December 31, 2023
Cash and cash equivalents$58,848 $— $— $58,848 
Investments:
     U.S. treasury securities due in one year or less179,843 265 (387)179,721 
           Total investments179,843 265 (387)179,721 
                Total cash, cash equivalents and investments$238,691 $265 $(387)$238,569 
Schedule of Reconciliation of Cash and Cash Equivalents
The following table is a reconciliation of cash, cash equivalents, and restricted cash included in the accompanying unaudited condensed consolidated balance sheets that sum to the total cash, cash equivalents, and restricted cash included in the accompanying unaudited condensed consolidated statements of cash flows:
As of March 31,
20242023
Cash and cash equivalents$41,388 $56,889 
Restricted cash included in "other long-term assets"185 — 
Cash, cash equivalents, and restricted cash$41,573 $56,889 
Schedule of Reconciliation of Restrictions on Cash and Cash Equivalents
The following table is a reconciliation of cash, cash equivalents, and restricted cash included in the accompanying unaudited condensed consolidated balance sheets that sum to the total cash, cash equivalents, and restricted cash included in the accompanying unaudited condensed consolidated statements of cash flows:
As of March 31,
20242023
Cash and cash equivalents$41,388 $56,889 
Restricted cash included in "other long-term assets"185 — 
Cash, cash equivalents, and restricted cash$41,573 $56,889 
v3.24.1.u1
Leases (Tables)
3 Months Ended
Mar. 31, 2024
Leases [Abstract]  
Schedule of Lease Cost and Weighted-Average Lease Term and Discount Rate
The components of lease expense were as follows:
Three Months Ended
March 31,
Three Months Ended March 31,
20242023
Operating lease cost$1,352 $783 
Short-term lease cost228 368 
Variable lease cost1,196 1,542 
Total lease cost$2,776 $2,693 
Three Months Ended
March 31,
Three Months Ended March 31,
20242023
Amortization of lease assets$571 $571 
Interest on lease liabilities28 
Total finance lease cost$580 $599 
Weighted-average remaining lease term and discount rate were as follows:
As of March 31,
2024
Weighted-average remaining lease term (in years)
     Operating leases3.5
     Finance leases1.4
Weighted-average discount rate
     Operating leases5.4 %
     Finance leases6.5 %
Schedule of Future Minimum Amounts Payable of Operating Leases
Future minimum amounts payable as of March 31, 2024 were as follows:
As of March 31, 2024
Operating LeasesFinance
Leases
Remainder of 2024$3,393 $268 
20254,270 194 
20263,698 — 
20272,071 — 
2028980 — 
Thereafter— — 
Total lease payments14,412 462 
Less: imputed interest(1,119)(8)
Total lease liabilities$13,293 $454 
Schedule of Future Minimum Amounts Payable of Finance Leases
Future minimum amounts payable as of March 31, 2024 were as follows:
As of March 31, 2024
Operating LeasesFinance
Leases
Remainder of 2024$3,393 $268 
20254,270 194 
20263,698 — 
20272,071 — 
2028980 — 
Thereafter— — 
Total lease payments14,412 462 
Less: imputed interest(1,119)(8)
Total lease liabilities$13,293 $454 
v3.24.1.u1
Fair Value Measurement (Tables)
3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, by Balance Sheet Grouping
The following tables summarize financial assets and liabilities measured and recorded at fair value on a recurring basis in the accompanying consolidated balance sheets as of March 31, 2024 and December 31, 2023, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
March 31, 2024
Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)Significant Other Observable Inputs (Level 2 Inputs)Significant Unobservable Inputs
(Level 3 Inputs)
Total
Assets:
     Money market funds$16,450 $— $— $16,450 
     U.S. treasury securities— 201,756 — 201,756 
     Commercial paper— 3,486 — 3,486 
     Investment loan receivable (See Note 7)— — 7,000 7,000 
Total assets$16,450 $205,242 $7,000 $228,692 
Liabilities:
Contingent consideration$— $— $618 $618 
Total liabilities$— $— $618 $618 
December 31, 2023
Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)Significant Other Observable Inputs (Level 2 Inputs)Significant Unobservable Inputs
(Level 3 Inputs)
Total
Assets:
     Money market funds$54,269 $— $— $54,269 
     U.S. treasury securities— 179,721 — 179,721 
Total assets$54,269 $179,721 $— $233,990 
Liabilities:
     Contingent consideration$— $— $597 $597 
Total liabilities$— $— $597 $597 
Schedule of Fair Value Measurement Inputs and Valuation Techniques The following table represents the key inputs used in the fair value calculations:
March 31, 2024
December 31, 2023
Risk free interest rate5.00 %4.80 %
Projected year of payment20252025
Revenue volatility10.0 %11.0 %
Discount rate7.60 %7.70 %
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation A rollforward of the fair value measurements of the contingent consideration liability for the three months ended March 31, 2024 is as follows:
Balance as of December 31, 2023
$597 
Change in fair value and expense recognized for service period rendered21 
Balance as of March 31, 2024618 
v3.24.1.u1
Property and Equipment, Net (Tables)
3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment
Property and equipment consists of the following:
As of
March 31,
2024
December 31,
2023
Computer equipment$11,163 $11,084 
Furniture and office equipment1,904 1,965 
Leasehold improvements2,681 2,469 
Total property and equipment15,748 15,518 
Less: accumulated depreciation and amortization(9,749)(8,832)
Property and equipment, net$5,999 $6,686 
v3.24.1.u1
Net Income (Loss) Per Share (Tables)
3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Weighted Average Number of Shares
The following table presents a reconciliation of weighted-average shares outstanding used in the calculation of basic and diluted net income (loss) per share:
Three Months Ended March 31,
20242023
Weighted-average shares outstanding:
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders—basic144,565,578 141,650,459 
Dilutive effect of share equivalents resulting from stock options2,193,289 — 
Dilutive effect of share equivalents resulting from restricted stock units938,634 — 
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders—diluted147,697,501 141,650,459 
Schedule of Potentially Dilutive Common Stock Equivalents
The following potentially dilutive common stock equivalents, including stock options and restricted stock units, have been excluded from the calculation of diluted weighted-average shares outstanding for the three months ended March 31, 2024 and 2023 because to do so would have been anti-dilutive for the periods presented:
Three Months Ended March 31,
20242023
Stock options outstanding3,515,132 7,502,992 
Unvested RSUs539,969 1,770,736 
Unvested Performance stock units (“PSUs”)319,976 — 
4,375,077 9,273,728 
v3.24.1.u1
Acquisitions, Intangible Assets, and Goodwill (Tables)
3 Months Ended
Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]  
Schedule of Business Acquisitions, by Acquisition The acquisition date fair value of the consideration transferred consisted of the following:
Acquisition Date
Consideration transferredFair Value
Fair value of the January 2021 and February 2022 Convertible Notes$7,530 
Cash paid at close4,255 
Other consideration2,070 
Total purchase consideration$13,855 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed The allocation of the purchase price is preliminary as of March 31, 2024 as the Company continues to gather information supporting the acquired assets and liabilities to finalize the purchase price allocation.
Purchase Price
Assets acquiredAllocation
Fair value of tangible assets:
Cash and cash equivalents$549 
Accounts receivable518 
Prepaid expenses and other current assets320 
Property and equipment, net
Other long-term assets
Identifiable intangible assets2,780 
Goodwill16,791 
Total assets acquired$20,969 
Liabilities assumed
Accounts payable342 
Deferred revenue367 
Accrued expenses213 
Other current liabilities609 
Other long-term liabilities417 
Total Liabilities Assumed$1,948 
Fair value of assets acquired and liabilities assumed, net$19,021 
Fair value of noncontrolling interest, including call option$5,166 
Fair value of controlling interest acquired$13,855 
Schedule of Intangible Assets Intangible assets consist of the following:
As of March 31, 2024
Weighted Average Remaining Useful Life (years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Developed technology3.9$5,595 $(1,760)$3,835 
Trade name3.54,450 (1,605)2,845 
Content2.02,387 (1,170)1,217 
Customer relationships4.11,694 (490)1,204 
Capitalized internal-use software2.810,449 (2,614)7,835 
Total as of March 31, 2024
$24,575 $(7,639)$16,936 

As of December 31, 2023
Weighted Average Remaining Useful Life (years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Developed technology4.1$5,604 $(1,518)$4,086 
Trade name3.74,451 (1,404)3,047 
Content2.32,387 (1,021)1,366 
Customer relationships4.41,694 (396)1,298 
Capitalized internal-use software2.88,460 (2,174)6,286 
Total as of December 31, 2023
$22,596 $(6,513)$16,083 
Schedule of Future Amortization Expense
As of March 31, 2024, future amortization expense is expected to be as follows:
Amount
Remainder of 2024$3,241 
20254,075 
20263,127 
20271,471 
2028695 
Thereafter4,327 
Total$16,936 
Schedule of Goodwill
The changes in the carrying value of goodwill during the three months ended March 31, 2024 were as follows:
Amount
Balance as of January 1, 2024$24,879 
Datos purchase price allocation adjustment(104)
Foreign currency translation adjustment(18)
Balance as of March 31, 2024
$24,757 
v3.24.1.u1
Accrued expenses (Tables)
3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
Schedule of Accrued Expenses
Accrued expenses consist of the following:
As of
March 31,
2024
December 31,
2023
Employee compensation$4,687 $7,742 
Income taxes payable4,719 1,810 
Other taxes payable9,262 9,695 
Vacation reserves802 549 
Other127 95 
Total accrued expenses$19,597 $19,891 
v3.24.1.u1
Stockholders’ Equity (Tables)
3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Schedule of Common Stock Reserved for Future Issuance
As of March 31, 2024, the Company had reserved the following shares of common stock for future issuance:
Options outstanding6,456,261 
Common stock reserved for future issuance13,435,520 
Restricted stock units and performance stock units outstanding5,935,849 
Total authorized shares of common stock reserved for future issuance25,827,630 
v3.24.1.u1
Stock-Based Compensation (Tables)
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock-based Compensation Expense The following table shows stock-based compensation expense by where the stock-based compensation expense is recorded in the Company’s unaudited condensed consolidated statement of operations:
Three Months Ended
March 31,
20242023
Cost of revenue$39 $17 
Sales and marketing770 528 
Research and development636 343 
General and administrative3,670 1,908 
Total stock-based compensation$5,115 $2,796 
Schedule of Weighted-Average Assumptions to Determine Fair Value
The weighted-average assumptions utilized to determine the fair value of options granted to employees are presented in the following table:
Three Months Ended March 31,
20242023
Expected volatility61.8 %63.6 %
Weighted-average risk-free interest rate4.28 %4.22 %
Expected dividend yield— — 
Expected life – in years66
Schedule of Option Activity
A summary of the Company’s option activity as of March 31, 2024, and changes during the three months then ended are as follows:
Number of OptionsWeighted-Average Exercise Price (per share)Weighted-Average Remaining Contractual Term (in years)
Outstanding at January 1, 20247,175,494 $7.02 7.78
Granted15,888 12.62 
Exercised(469,879)1.80 
Forfeited(265,242)8.47 
Outstanding at March 31, 2024
6,456,261 7.36 7.60
Options exercisable at March 31, 2024
3,183,237 4.606.41
Schedule of Restricted Stock Unit Activity
A summary of RSU activity for the three months ended March 31, 2024 is as follows:
Number of SharesWeighted-Average Grant Date Fair ValueAggregate Fair Value
Unvested balance at January 1, 20242,571,318$9.88 $25,405 
Granted1,439,96312.5418,057
Vested(145,844)10.351,509 
Forfeited(153,805)8.381,289 
Unvested balance as of March 31, 2024
3,711,632$10.95 $40,642 
Schedule of Performance Share Units Activity
A summary of PSU activity for the three months ended March 31, 2024 is as follows:
Number of SharesWeighted-Average Grant Date Fair ValueAggregate Fair Value
Unvested balance at January 1, 20241,077,726$11.61 $12,512 
Granted1,146,49112.5614,400
Vested— — 
Forfeited— — 
Unvested balance at March 31, 2024
2,224,217$12.10 $26,913 
v3.24.1.u1
Commitments and Contingencies (Tables)
3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Other Commitments As of March 31, 2024, future commitments for data services are as follows:
As of March 31, 2024
Remainder of 20249,118 
202514,388 
20263,266 
2027 and thereafter— 
      Total$26,772 
v3.24.1.u1
Components of Other Income, Net (Tables)
3 Months Ended
Mar. 31, 2024
Other Income and Expenses [Abstract]  
Schedule of Components of Other Income, Net
The components of other income, net, for the three months ended three months ended March 31, 2024 and 2023 are as follows:
Three Months Ended
March 31,
20242023
Foreign currency exchange gain (loss)$445 $(638)
Interest income, net2,732 2,189 
Other income, net462 154 
Total other income, net$3,639 $1,705 
v3.24.1.u1
Segment and Geographic Information (Tables)
3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
Schedule of Total Revenue by Geographic Area Total revenue by geographic area was as follows:
Three Months Ended
March 31,
20242023
Revenue:
United States$40,646 $34,747 
United Kingdom8,324 7,007 
Other36,842 29,116 
Total revenue$85,812 $70,870 
Schedule of Property and Equipment, Net by Geographic Location
Property and equipment, net by geographic location consists of the following:
As of
March 31,
2024
December 31,
2023
Property and equipment, net:
United States$2,387 $3,231 
Netherlands2,015 1,781 
Spain790 807 
Czech Republic246 278 
Other561 589 
Total assets$5,999 $6,686 
v3.24.1.u1
Summary of Significant Accounting Policies - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Subscription contract, refund period 7 days  
Increase (decrease) in deferred revenue $ 5,650  
Revenue recognized that was included in deferred revenue at the beginning of each period 30,351 $ 25,513
Aggregate amount of transaction price $ 1,386  
Amortization period of deferred contract costs 24 months  
Foreign currency exchange gain (loss) $ 445 $ (638)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Aggregate amount of transaction price $ 1,080  
Remaining performance obligation, expected timing of satisfaction 12 months  
v3.24.1.u1
Cash, Cash Equivalents, Restricted Cash, and Investments - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Debt Securities, Available-for-Sale [Line Items]      
Debt securities, realized gain (loss) $ 0 $ 0  
Unrealized loss position, less than 12 months 143,186   $ 89,381
Unrealized loss position, 12 months or longer 43,850   $ 0
Restricted cash, noncurrent 185 $ 0  
U.S. treasury securities      
Debt Securities, Available-for-Sale [Line Items]      
Marketable securities with maturities within one year 76,444    
Marketable securities with maturities after one year and within three years $ 125,312    
v3.24.1.u1
Cash, Cash Equivalents, Restricted Cash, and Investments - Schedule of Cash, Cash Equivalents and Investments (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Debt Securities, Available-for-Sale [Line Items]      
Amortized Cost, Cash and cash equivalents $ 41,388 $ 58,848 $ 56,889
Amortized Cost, Investments 202,619 179,843  
Amortized Cost, Total cash, cash equivalents and investments 244,007 238,691  
Gross Unrealized Gains 0 265  
Gross Unrealized Losses (863) (387)  
Estimated Fair Value, Cash and cash equivalents 41,388 58,848  
Estimated Fair Value, Investments 201,756 179,721  
Estimated Fair Value, Total cash, cash equivalents and investments 243,144 238,569  
U.S. treasury securities      
Debt Securities, Available-for-Sale [Line Items]      
Amortized Cost, Investments 202,619 179,843  
Gross Unrealized Gains 0 265  
Gross Unrealized Losses (863) (387)  
Estimated Fair Value, Investments $ 201,756 $ 179,721  
v3.24.1.u1
Cash, Cash Equivalents, Restricted Cash, and Investments - Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Dec. 31, 2022
Cash and Cash Equivalents [Abstract]        
Cash and cash equivalents $ 41,388 $ 58,848 $ 56,889  
Restricted cash included in "other long-term assets" 185   0  
Cash, cash equivalents, and restricted cash $ 41,573 $ 58,848 $ 56,889 $ 79,765
v3.24.1.u1
Leases - Lease Cost (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Leases [Abstract]    
Operating lease cost $ 1,352 $ 783
Short-term lease cost 228 368
Variable lease cost 1,196 1,542
Total lease cost $ 2,776 $ 2,693
v3.24.1.u1
Leases - Finance Lease Cost (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Leases [Abstract]    
Amortization of lease assets $ 571 $ 571
Interest on lease liabilities 9 28
Total finance lease cost $ 580 $ 599
v3.24.1.u1
Leases - Weighted Average Remaining Lease Term and Discount Rate of Leases (Details)
Mar. 31, 2024
Weighted-average remaining lease term (in years)  
Operating leases 3 years 6 months
Finance leases 1 year 4 months 24 days
Weighted-average discount rate  
Operating leases 5.40%
Finance leases 6.50%
v3.24.1.u1
Leases - Future Minimum Amounts Payable (Details)
$ in Thousands
Mar. 31, 2024
USD ($)
Operating Leases  
Remainder of 2024 $ 3,393
2025 4,270
2026 3,698
2027 2,071
2028 980
Thereafter 0
Total lease payments 14,412
Less: imputed interest (1,119)
Total lease liabilities 13,293
Finance Leases  
Remainder of 2024 268
2025 194
2026 0
2027 0
2028 0
Thereafter 0
Total lease payments 462
Less: imputed interest (8)
Total lease liabilities $ 454
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] Other current liabilities, Other long-term liabilities
v3.24.1.u1
Leases - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Leases [Abstract]    
Rent expense $ 1,579 $ 1,151
v3.24.1.u1
Fair Value Measurement - Schedule of Fair Value, by Balance Sheet Grouping (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Assets:    
Money market funds $ 41,388 $ 58,848
Short-term investments 201,756 179,721
Investment loan receivable (See Note 7) 7,000  
U.S. treasury securities    
Assets:    
Short-term investments 201,756 179,721
Fair Value, Recurring    
Assets:    
Investment loan receivable (See Note 7) 7,000  
Total assets 228,692 233,990
Liabilities:    
Contingent consideration 618 597
Total liabilities 618 597
Fair Value, Recurring | U.S. treasury securities    
Assets:    
Short-term investments 201,756 179,721
Fair Value, Recurring | Commercial paper    
Assets:    
Short-term investments 3,486  
Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs) | Fair Value, Recurring    
Assets:    
Investment loan receivable (See Note 7) 0  
Total assets 16,450 54,269
Liabilities:    
Contingent consideration 0 0
Total liabilities 0 0
Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs) | Fair Value, Recurring | U.S. treasury securities    
Assets:    
Short-term investments 0 0
Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs) | Fair Value, Recurring | Commercial paper    
Assets:    
Short-term investments 0  
Significant Other Observable Inputs (Level 2 Inputs) | Fair Value, Recurring    
Assets:    
Investment loan receivable (See Note 7) 0  
Total assets 205,242 179,721
Liabilities:    
Contingent consideration 0 0
Total liabilities 0 0
Significant Other Observable Inputs (Level 2 Inputs) | Fair Value, Recurring | U.S. treasury securities    
Assets:    
Short-term investments 201,756 179,721
Significant Other Observable Inputs (Level 2 Inputs) | Fair Value, Recurring | Commercial paper    
Assets:    
Short-term investments 3,486  
Significant Unobservable Inputs (Level 3 Inputs) | Fair Value, Recurring    
Assets:    
Investment loan receivable (See Note 7) 7,000  
Total assets 7,000 0
Liabilities:    
Contingent consideration 618 597
Total liabilities 618 597
Significant Unobservable Inputs (Level 3 Inputs) | Fair Value, Recurring | U.S. treasury securities    
Assets:    
Short-term investments 0 0
Significant Unobservable Inputs (Level 3 Inputs) | Fair Value, Recurring | Commercial paper    
Assets:    
Short-term investments 0  
Money market funds | Fair Value, Recurring    
Assets:    
Money market funds 16,450 54,269
Money market funds | Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs) | Fair Value, Recurring    
Assets:    
Money market funds 16,450 54,269
Money market funds | Significant Other Observable Inputs (Level 2 Inputs) | Fair Value, Recurring    
Assets:    
Money market funds 0 0
Money market funds | Significant Unobservable Inputs (Level 3 Inputs) | Fair Value, Recurring    
Assets:    
Money market funds $ 0 $ 0
v3.24.1.u1
Fair Value Measurement - Narrative (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Fair Value Disclosures [Abstract]    
Contingent consideration $ 618 $ 597
v3.24.1.u1
Fair Value Measurement - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details)
Mar. 31, 2024
Dec. 31, 2023
Risk free interest rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Contingent consideration, measurement input 0.0500 0.0480
Revenue volatility    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Contingent consideration, measurement input 0.100 0.110
Discount rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Contingent consideration, measurement input 0.0760 0.0770
v3.24.1.u1
Fair Value Measurement - Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Contingent Consideration Liability
$ in Thousands
3 Months Ended
Mar. 31, 2024
USD ($)
Fair Value of Contingent Consideration Liability [Roll Forward]  
Beginning balance $ 597
Change in fair value and expense recognized for service period rendered 21
Ending balance $ 618
v3.24.1.u1
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property and equipment $ 15,748 $ 15,518
Less: accumulated depreciation and amortization (9,749) (8,832)
Property and equipment, net 5,999 6,686
Computer equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment 11,163 11,084
Furniture and office equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment 1,904 1,965
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment $ 2,681 $ 2,469
v3.24.1.u1
Property and Equipment, Net - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Property, Plant and Equipment [Abstract]    
Depreciation $ 1,039 $ 838
v3.24.1.u1
Other Assets - Investment Loan Receivable (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended
Mar. 31, 2024
Mar. 31, 2024
Mar. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]      
Funding of investment loan receivable $ 7,000 $ 7,000 $ 0
Investment loan receivable $ 7,000 $ 7,000  
v3.24.1.u1
Net Income (Loss) Per Share - Reconciliation of Weighted Average Shares Outstanding (Details) - shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]    
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders—basic (in shares) 144,565,578 141,650,459
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders—diluted (in shares) 147,697,501 141,650,459
Options outstanding    
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]    
Dilutive effect of share equivalents (in shares) 2,193,289 0
Restricted stock units    
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]    
Dilutive effect of share equivalents (in shares) 938,634 0
v3.24.1.u1
Net Income (Loss) Per Share - Potentially Dilutive Common Stock Equivalents (Details) - shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive common stock equivalents (in shares) 4,375,077 9,273,728
Stock options outstanding    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive common stock equivalents (in shares) 3,515,132 7,502,992
Restricted stock units    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive common stock equivalents (in shares) 539,969 1,770,736
Performance Shares    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive common stock equivalents (in shares) 319,976 0
Performance Shares | Class A Common Stock    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive common stock equivalents (in shares) 1,198,606 1,328,021
v3.24.1.u1
Acquisitions, Intangible Assets, and Goodwill - Acquisitions, Narrative (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended
Dec. 01, 2023
Feb. 23, 2023
Mar. 31, 2024
Mar. 31, 2024
Datos        
Business Acquisition [Line Items]        
Outstanding capital acquired (as percent) 60.00%      
Fair value of assets acquired and liabilities assumed, net $ 19,021   $ 19,021 $ 19,021
Fair value of noncontrolling interest, including call option 5,166   5,166 5,166
Other consideration     $ 501  
Transaction cost       $ 100
Consideration transferred $ 13,855      
Traffic Think Tank        
Business Acquisition [Line Items]        
Consideration transferred   $ 1,800    
Traffic Think Tank | 12-Month Holdback Amount        
Business Acquisition [Line Items]        
Business combination, holdback amount   $ 360    
Business combination, holdback period   12 months    
Traffic Think Tank | 18-Month Holdback Amount        
Business Acquisition [Line Items]        
Business combination, holdback amount   $ 360    
Business combination, holdback period   18 months    
v3.24.1.u1
Acquisitions, Intangible Assets, and Goodwill - Schedule of Business Acquisitions (Details) - Datos
$ in Thousands
Dec. 01, 2023
USD ($)
Business Acquisition [Line Items]  
Fair value of the January 2021 and February 2022 Convertible Notes $ 7,530
Cash paid at close 4,255
Other consideration 2,070
Total purchase consideration $ 13,855
v3.24.1.u1
Acquisitions, Intangible Assets, and Goodwill - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Dec. 01, 2023
Fair value of tangible assets:      
Goodwill $ 24,757 $ 24,879  
Datos      
Fair value of tangible assets:      
Cash and cash equivalents 549    
Accounts receivable 518    
Prepaid expenses and other current assets 320    
Property and equipment, net 8    
Other long-term assets 3    
Identifiable intangible assets 2,780    
Goodwill 16,791    
Total assets acquired 20,969    
Liabilities assumed      
Accounts payable 342    
Deferred revenue 367    
Accrued expenses 213    
Other current liabilities 609    
Other long-term liabilities 417    
Total Liabilities Assumed 1,948    
Fair value of assets acquired and liabilities assumed, net 19,021   $ 19,021
Fair value of noncontrolling interest, including call option 5,166   $ 5,166
Fair value of controlling interest acquired $ 13,855    
v3.24.1.u1
Acquisitions, Intangible Assets, and Goodwill - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 24,575 $ 22,596
Accumulated Amortization (7,639) (6,513)
Total $ 16,936 $ 16,083
Developed technology    
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life (years) 3 years 10 months 24 days 4 years 1 month 6 days
Gross Carrying Amount $ 5,595 $ 5,604
Accumulated Amortization (1,760) (1,518)
Total $ 3,835 $ 4,086
Trade name    
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life (years) 3 years 6 months 3 years 8 months 12 days
Gross Carrying Amount $ 4,450 $ 4,451
Accumulated Amortization (1,605) (1,404)
Total $ 2,845 $ 3,047
Content    
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life (years) 2 years 2 years 3 months 18 days
Gross Carrying Amount $ 2,387 $ 2,387
Accumulated Amortization (1,170) (1,021)
Total $ 1,217 $ 1,366
Customer relationships    
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life (years) 4 years 1 month 6 days 4 years 4 months 24 days
Gross Carrying Amount $ 1,694 $ 1,694
Accumulated Amortization (490) (396)
Total $ 1,204 $ 1,298
Capitalized internal-use software    
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life (years) 2 years 9 months 18 days 2 years 9 months 18 days
Gross Carrying Amount $ 10,449 $ 8,460
Accumulated Amortization (2,614) (2,174)
Total $ 7,835 $ 6,286
v3.24.1.u1
Acquisitions, Intangible Assets, and Goodwill - Intangible Assets, Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]    
Amortization expense $ 692 $ 522
Software development    
Acquired Finite-Lived Intangible Assets [Line Items]    
Capitalized software development costs 2,015 1,056
Amortization expense associated with capitalized development costs $ 448 $ 127
v3.24.1.u1
Acquisitions, Intangible Assets, and Goodwill - Schedule of Future Amortization Expense (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]    
Remainder of 2024 $ 3,241  
2025 4,075  
2026 3,127  
2027 1,471  
2028 695  
Thereafter 4,327  
Total $ 16,936 $ 16,083
v3.24.1.u1
Acquisitions, Intangible Assets, and Goodwill - Schedule of Goodwill (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2024
USD ($)
Goodwill [Roll Forward]  
Balance as of January 1, 2024 $ 24,879
Datos purchase price allocation adjustment (104)
Foreign currency translation adjustment (18)
Balance as of March 31, 2024 $ 24,757
v3.24.1.u1
Exit Costs (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Restructuring and Related Activities [Abstract]    
Exit costs $ 0 $ 983,000
v3.24.1.u1
Accrued expenses (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Employee compensation $ 4,687 $ 7,742
Income taxes payable 4,719 1,810
Other taxes payable 9,262 9,695
Vacation reserves 802 549
Other 127 95
Total accrued expenses $ 19,597 $ 19,891
v3.24.1.u1
Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Tax Disclosure [Abstract]    
Provision for income taxes $ 3,104 $ 797
v3.24.1.u1
Stockholders’ Equity (Details)
Mar. 31, 2024
shares
Class of Stock [Line Items]  
Total authorized shares of common stock reserved for future issuance (in shares) 25,827,630
Options outstanding  
Class of Stock [Line Items]  
Total authorized shares of common stock reserved for future issuance (in shares) 6,456,261
Common stock reserved for future issuance  
Class of Stock [Line Items]  
Total authorized shares of common stock reserved for future issuance (in shares) 13,435,520
Restricted stock units and performance stock units outstanding  
Class of Stock [Line Items]  
Total authorized shares of common stock reserved for future issuance (in shares) 5,935,849
v3.24.1.u1
Stock-Based Compensation - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation $ 5,115 $ 2,796  
Unrecognized compensation cost on stock options $ 15,790    
Dividend yield (as a percent) 0.00%    
Weighted-average grant date fair value of options granted (in dollars per share) $ 7.71 $ 4.93  
Tax benefit $ 0 $ 0  
Aggregate intrinsic value of options outstanding 39,769   $ 49,221
Aggregate intrinsic value of options exercised 5,035 $ 708  
Aggregate intrinsic value of options exercisable $ 28,574   $ 34,471
Stock Option      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unrecognized compensation cost, period of recognition 2 years 7 months 28 days    
Dividend yield (as a percent) 0.00% 0.00%  
RSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unrecognized compensation cost, period of recognition 2 years 9 months 3 days    
Unrecognized compensation cost, other than options $ 33,975    
Awards granted (in shares) 1,439,963    
RSUs | Employee      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation $ 3,007 $ 1,191  
Awards granted (in shares) 1,439,963 523,294  
Performance Shares      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation $ 435 $ 24  
Unrecognized compensation cost, period of recognition 2 years 11 months 1 day    
Unrecognized compensation cost, other than options $ 11,463    
Awards granted (in shares) 1,146,491 0  
Performance Shares | Employee      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Awards granted (in shares) 1,146,491    
v3.24.1.u1
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Total stock-based compensation $ 5,115 $ 2,796
Cost of revenue    
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Total stock-based compensation 39 17
Sales and marketing    
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Total stock-based compensation 770 528
Research and development    
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Total stock-based compensation 636 343
General and administrative    
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Total stock-based compensation $ 3,670 $ 1,908
v3.24.1.u1
Stock-Based Compensation - Schedule of Weighted-Average Assumptions to Determine Fair Value (Details)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Dividend yield (as a percent) 0.00%  
Stock Option    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Expected volatility (as a percent) 61.80% 63.60%
Weighted-average risk-free interest rate (as a percent) 4.28% 4.22%
Dividend yield (as a percent) 0.00% 0.00%
Expected life – in years 6 years 6 years
v3.24.1.u1
Stock-Based Compensation - Schedule of Option Activity (Details) - $ / shares
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Number of Options    
Outstanding (in shares) 7,175,494  
Granted (in shares) 15,888  
Exercised (in shares) (469,879)  
Forfeited (in shares) (265,242)  
Outstanding (in shares) 6,456,261 7,175,494
Options exercisable (in shares) 3,183,237  
Weighted-Average Exercise Price (per share)    
Outstanding (in dollars per share) $ 7.02  
Granted (in dollars per share) 12.62  
Exercised (in dollars per share) 1.80  
Forfeited (in dollars per share) 8.47  
Outstanding (in dollars per share) 7.36 $ 7.02
Options exercisable (in dollars per share) $ 4.60  
Weighted-Average Remaining Contractual Term (in years)    
Outstanding (in years) 7 years 7 months 6 days 7 years 9 months 10 days
Options exercisable (in years) 6 years 4 months 28 days  
v3.24.1.u1
Stock-Based Compensation - Schedule of Restricted and Performance Stock Unit Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
RSUs    
Number of Shares    
Unvested beginning balance (in shares) 2,571,318  
Granted (in shares) 1,439,963  
Vested (in shares) (145,844)  
Forfeited (in shares) (153,805)  
Unvested ending balance (in shares) 3,711,632  
Weighted-Average Grant Date Fair Value    
Unvested beginning balance (in dollars per share) $ 9.88  
Granted (in dollars per share) 12.54  
Vested (in dollars per share) 10.35  
Forfeited (in dollars per share) 8.38  
Unvested ending balance (in dollars per share) $ 10.95  
Aggregate Fair Value    
Unvested beginning balance $ 25,405  
Granted 18,057  
Vested 1,509  
Forfeited 1,289  
Unvested ending balance $ 40,642  
PSUs    
Number of Shares    
Unvested beginning balance (in shares) 1,077,726  
Granted (in shares) 1,146,491 0
Vested (in shares) 0  
Forfeited (in shares) 0  
Unvested ending balance (in shares) 2,224,217  
Weighted-Average Grant Date Fair Value    
Unvested beginning balance (in dollars per share) $ 11.61  
Granted (in dollars per share) 12.56  
Vested (in dollars per share) 0  
Forfeited (in dollars per share) 0  
Unvested ending balance (in dollars per share) $ 12.10  
Aggregate Fair Value    
Unvested beginning balance $ 12,512  
Granted 14,400  
Vested 0  
Forfeited 0  
Unvested ending balance $ 26,913  
v3.24.1.u1
Commitments and Contingencies (Details)
$ in Thousands
Mar. 31, 2024
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Remainder of 2024 $ 9,118
2025 14,388
2026 3,266
2027 and thereafter 0
Total $ 26,772
v3.24.1.u1
Components of Other Income, Net (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Other Income and Expenses [Abstract]    
Foreign currency exchange gain (loss) $ 445 $ (638)
Interest income, net 2,732 2,189
Other income, net 462 154
Total other income, net $ 3,639 $ 1,705
v3.24.1.u1
Employee Benefit Plan (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Retirement Benefits [Abstract]    
Matching contributions $ 447 $ 308
v3.24.1.u1
Segment and Geographic Information - Narrative (Details)
3 Months Ended
Mar. 31, 2024
segment
Segment Reporting [Abstract]  
Number of operating segments 1
v3.24.1.u1
Segment and Geographic Information - Geographic Data (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]      
Total revenue $ 85,812 $ 70,870  
Total assets 5,999   $ 6,686
United States      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Total revenue 40,646 34,747  
Total assets 2,387   3,231
United Kingdom      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Total revenue 8,324 7,007  
Netherlands      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Total assets 2,015   1,781
Spain      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Total assets 790   807
Czech Republic      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Total assets 246   278
Other      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Total revenue 36,842 $ 29,116  
Total assets $ 561   $ 589
v3.24.1.u1
Subsequent Events - Narrative (Details) - Subsequent event - Brand24
$ in Millions
1 Months Ended
Apr. 30, 2024
USD ($)
Subsequent Event [Line Items]  
Outstanding capital acquired (as percent) 58.00%
Consideration transferred $ 13.7