GRID DYNAMICS HOLDINGS, INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA GRID DYNAMICS HOLDINGS, INC Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) F- 1 Consolidated Balance Sheets as of December 31, 2021 and 2020 F- 2 Consolidated Statements of Income/(Loss) and Comprehensive Income / (Loss) for the Years Ended December 2021, 2020, and 2019 F- 3 Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity for the Years Ended December 31, 2021 , 2020, and 2019 F- 4 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020, and 2019 F- 5 Notes to Consolidated Financial Statements F- 6 50 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders Grid Dynamics Holdings, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Grid Dynamics Holdings, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of income/(loss) and comprehensive income/(loss), convertible preferred stock and stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2017. San Francisco, California March 3, 2022 F-1 Table of Contents GRID DYNAMICS HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) As of December 31, 2021 2020 Assets Current assets Cash and cash equivalents $ 144,364 $ 112,745 Accounts receivable, net of allowance of $ 315 , and $ 418 as of December 31, 2021 and December 31, 2020 38,838 16,890 Unbilled receivables 4,475 1,799 Prepaid income taxes 584 821 Prepaid expenses and other current assets 4,503 2,361 Total current assets 192,764 134,616 Property and equipment, net 6,169 4,095 Intangible assets, net 19,097 8,125 Deferred tax assets 2,731 5,609 Goodwill 35,958 14,690 Total assets $ 256,719 $ 167,135 Liabilities and equity Current liabilities Accounts payable $ 2,053 $ 757 Accrued liabilities 1,150 628 Accrued compensation and benefits 10,562 7,479 Accrued income taxes 1,980 1,248 Other current liabilities 9,599 3,206 Total current liabilities 25,344 13,318 Deferred tax liabilities 4,324 2,093 Total liabilities 29,668 15,411 Commitments and contingencies (Note 17) Stockholders’ equity (Note 12) Common stock, $ 0.0001 par value; 110,000,000 shares authorized; 66,850,941 and 50,878,780 issued and outstanding as of December 31, 2021 and December 31, 2020, respectively 7 5 Additional paid-in capital 212,077 128,930 Retained earnings 15,093 22,793 Accumulated other comprehensive loss ( 126 ) ( 4 ) Total stockholders’ equity 227,051 151,724 Total liabilities and stockholders’ equity $ 256,719 $ 167,135 The accompanying notes are an integral part of these consolidated financial statements. F-2 Table of Contents GRID DYNAMICS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF INCOME/(LOSS) AND COMPREHENSIVE INCOME/(LOSS) (In thousands, except per share data) For the years ended December 31, 2021 2020 2019 Revenue $ 211,280 $ 111,283 $ 118,326 Cost of revenue 123,552 69,662 70,090 Gross profit 87,728 41,621 48,236 Operating expenses Engineering, research, and development 8,459 9,311 4,346 Sales and marketing 14,457 10,051 6,947 General and administrative 64,762 37,707 21,318 Total operating expenses 87,678 57,069 32,611 Income/(loss) from operations 50 ( 15,448 ) 15,625 Other income/(expenses), net ( 2,502 ) 236 ( 176 ) Income/(loss) before income taxes ( 2,452 ) ( 15,212 ) 15,449 Provision/(benefit) for income taxes 5,248 ( 2,613 ) 4,642 Net income/(loss) $ ( 7,700 ) $ ( 12,599 ) $ 10,807 Foreign currency translation adjustments, net of tax ( 122 ) ( 4 ) — Comprehensive income/(loss) $ ( 7,822 ) $ ( 12,603 ) $ 10,807 Earnings/(loss) per share Basic $ ( 0.13 ) $ ( 0.28 ) $ 0.49 Diluted $ ( 0.13 ) $ ( 0.28 ) $ 0.49 Weighted average shares outstanding Basic 58,662 44,737 21,118 Diluted 58,662 44,737 21,122 The accompanying notes are an integral part of these consolidated financial statements. F-3 Table of Contents GRID DYNAMICS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (In thousands) Convertible Preferred Stock Common Stock Additional paid-in capital Retained earnings Accumulated Other Comprehensive Loss Total stockholders’ equity Shares Amount Shares Amount Balance at December 31, 2018 — $ — 20,217 $ 2 $ 8,792 $ 24,585 $ — $ 33,379 Net income — — — — — 10,807 — 10,807 Stock-based compensation — — — — 2,441 — — 2,441 Issuance of common and preferred stock, net of $ 96 issuance costs 1,048 9,187 1,048 — 5,717 — — 5,717 Exercise of stock options — — 379 — 1,700 — — 1,700 Balance at December 31, 2019 1,048 $ 9,187 21,644 $ 2 $ 18,650 $ 35,392 $ — $ 54,044 Net loss — — — — — ( 12,599 ) — ( 12,599 ) Stock-based compensation — — — — 20,006 — — 20,006 Conversion of preferred stock ( 1,048 ) ( 9,187 ) 1,048 1 9,187 — — 9,188 Consideration paid to Grid shareholders — — — — ( 123,865 ) — — ( 123,865 ) ChaSerg shares recapitalized, net of transaction costs of $ 4,142 — — 28,088 2 204,323 — — 204,325 Conversion of promissory note to common stock — — 53 — 530 — — 530 Exercise of stock options — — 18 — 99 — — 99 Issuance of shares in connection with vested RSUs — — 28 — — — — — Foreign currency translation adjustment, net of tax — — — — — — ( 4 ) ( 4 ) Balance at December 31, 2020 — $ — 50,879 $ 5 $ 128,930 $ 22,793 $ ( 4 ) $ 151,724 Net loss — — — — — ( 7,700 ) — ( 7,700 ) Stock-based compensation — — — — 33,036 — — 33,036 Exchange of warrants into common stock — — 6,680 1 49,123 — — 49,124 Exercise of stock options, net of shares withheld — — 1,631 — ( 27,528 ) — — ( 27,528 ) Issuance of common stock in July 2021 offering, net of transaction costs of $ 498 — — 5,470 1 77,812 — — 77,813 Issuance of shares and payments of tax obligations resulted from net share settlement of vested stock awards — — 2,060 — ( 49,296 ) — — ( 49,296 ) Issuance of escrow common stock due to Closing of Business Combination — — 131 — — — — — Foreign currency translation adjustment, net of tax — — — — — — ( 122 ) ( 122 ) Balance at December 31, 2021 — $ — 66,851 $ 7 $ 212,077 $ 15,093 $ ( 126 ) $ 227,051 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents GRID DYNAMICS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) For the years ended December 31, 2021 2020 2019 Cash flows from operating activities Net income/(loss) $ ( 7,700 ) $ ( 12,599 ) $ 10,807 Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Depreciation and amortization 5,049 2,672 2,311 Impairment of goodwill — — 139 Bad debt expense 45 398 — Deferred income taxes 2,611 ( 4,135 ) ( 425 ) Stock-based compensation 33,036 20,006 2,441 Change in fair value of warrants 979 — — Changes in operating assets and liabilities: Accounts receivable ( 18,676 ) ( 1,418 ) ( 885 ) Unbilled receivables ( 849 ) 3,237 ( 722 ) Prepaid income taxes 237 ( 410 ) 121 Deferred transaction costs — — ( 1,878 ) Prepaid expenses and other current assets ( 1,176 ) 373 ( 1,101 ) Accounts payable 957 ( 49 ) 301 Accrued liabilities 18 ( 1,579 ) ( 552 ) Accrued compensation and benefits 873 ( 255 ) 1,424 Accrued income taxes 532 ( 166 ) 712 Other current liabilities 2,037 ( 143 ) ( 159 ) Net cash provided by operating activities 17,973 5,932 12,534 Cash flows from investing activities Purchase of property and equipment ( 4,716 ) ( 2,252 ) ( 2,811 ) Acquisition of business, net of cash acquired (Note 4) ( 30,650 ) ( 16,087 ) — Net cash used in investing activities ( 35,366 ) ( 18,339 ) ( 2,811 ) Cash flows from financing activities Cash received from ChaSerg — 208,997 — GDI shares redeemed for cash — ( 123,865 ) — Proceeds related to issuance of Common Stock from July 2021 Offering 78,311 — — Equity issuance costs ( 498 ) ( 2,264 ) — Sales of common and preferred stock — — 14,904 Payments of dividends — — ( 2,000 ) Payments of tax obligations resulted from exercises of stock options, net of proceeds ( 27,528 ) 99 1,700 Payments of tax obligations resulted from net share settlement of vested stock units ( 49,296 ) — — Proceeds from exercise of warrants 48,145 — — Net cash provided by financing activities 49,134 82,967 14,604 Effect of exchange rate changes on cash and cash equivalents ( 122 ) ( 4 ) — Net increase in cash and cash equivalents 31,619 70,556 24,327 Cash and cash equivalents, beginning of period 112,745 42,189 17,862 Cash and cash equivalents, end of period $ 144,364 $ 112,745 $ 42,189 GRID DYNAMICS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Continued) For the years ended December 31, 2021 2020 2019 Supplemental disclosure of cash flow information: Cash paid for income taxes $ 2,448 $ 2,128 $ 3,195 Supplemental disclosure of non-cash activities Accrued software implementation costs $ — $ — $ 227 Acquisition fair value of contingent consideration issued for acquisition of business $ 4,986 $ 1,947 $ — Conversion of preferred stock to common stock $ — $ 9,187 $ — The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents GRID DYNAMICS HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except share and per share data) Note 1 — Background and nature of operations Grid Dynamics Holdings, Inc. (the “Company” or “GDH”) provides enterprise-level digital transformation in the areas of search, analytics, and release automation to Fortune 1000 companies. The Company’s headquarters and principal place of business is in San Ramon, California. The Company was originally incorporated in Delaware on May 21, 2018 as a special purpose acquisition company under the name ChaSerg Technology Acquisition Corp. (“ChaSerg”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving ChaSerg and one or more businesses. On March 5, 2020 (the “Closing”), the Company consummated its business combination with Grid Dynamics International, Inc. (“GDI”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated November 13, 2019 (the “Business Combination”). In connection with the Closing, the Company changed its name from ChaSerg Technology Acquisition Corp. to Grid Dynamics Holdings, Inc. The Company’s common stock is now listed on the NASDAQ under the symbol “GDYN” . Unless the context otherwise requires, the “Company” refers to the combined company and its subsidiaries following the Business Combination, “ChaSerg” refers to the Company prior to the Closing, and “GDI” refers to GDI prior to the Closing. Refer to Note 3 for further discussion of the Business Combination. Note 2 — Basis of presentation and summary of significant accounting policies The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements. Basis of presentation The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Although ChaSerg was the legal acquirer, for accounting purposes, GDI was deemed to be the accounting acquirer. GDI was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • GDI holds executive management roles for the Company and those individuals are responsible for the day-to-day operations; • GDI’s former owners have the largest minority voting rights in the Company; • From a revenue and business operation standpoint, GDI was the larger entity in terms of relative size; • GDI’s San Ramon, CA headquarters are the headquarters of the Company; and • The intended strategy of the Company will continue GDI’s strategy of driving enterprise-level digital transformation in the Fortune 1000 companies. Refer to Note 3 for further discussion of the Business Combination. Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and all of its subsidiaries that are directly or indirectly owned or controlled. Intercompany transactions and balances have been eliminated upon consolidation. The Company provides services to its customers utilizing its own personnel as well as personnel from subcontractors. The most significant subcontractor is GD Ukraine, LLC ("Affiliate"), a third-party contractor in the Ukraine. The affiliate performs services and support exclusively on behalf of the Company and its customers. The Company has no ownership in the Affiliate. The Company is required to apply accounting standards which address how a business enterprise should evaluate whether it has a controlling financial interest in a variable interest entity (“VIE”) through means other than voting rights and accordingly should determine whether or not to consolidate the entity. The Company has determined that it is required to consolidate the Affiliate because the Company has the power to direct the VIE’s most significant activities and is the primary beneficiary of the Affiliate. The assets and liabilities of the Affiliate primarily consist of inter-company balances and transactions all of which have been eliminated in consolidation. The net income of the Affiliate was $ 0.6 million for the year ended December 31, 2021 and $ 0.1 million for each of the years ended December 31, 2020 and 2019. F-6 Table of Contents Use of estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and such differences could be material. Significant estimates include useful lives and recoverability of property and equipment, determination of fair value, useful lives and recoverability of intangible assets and goodwill, allowances for receivables, calculation of accrued liabilities, capitalization of internally developed software, stock-based compensation, contingent consideration payable, determination of provision for income taxes, deferred tax assets and liabilities and uncertain tax positions. Cash and cash equivalents The Company considers cash equivalents to be highly liquid investments with original maturities of three months or less. Cash equivalents are stated at cost, which approximates fair value. At times, cash deposits with banks may exceed federally insured limits. Accounts receivable and allowance for doubtful accounts Accounts receivable, less allowance for doubtful accounts, reflect the net realizable value of receivables and approximate fair value. The Company maintains an allowance against accounts receivable for the estimated probable losses on uncollectible accounts. The allowance is based upon historical loss experience, current economic conditions within the industries the Company serves as well as determination of the specific risk related to certain customers. Accounts receivable are charged off against the reserve when, in management’s estimation, further collection efforts would not result in a reasonable likelihood of receipt. Unbilled receivables Generally, the Company will not bill customers until the services have been completed. From time-to-time, a service period may overlap with a period-end and the unbilled receivables represent amounts for services performed through period-end, but not yet billed. The unbilled receivable represents the amount expected to be billed and collected for services performed through period-end in accordance with contract terms. Property and equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the respective assets, generally two to twelve years . Leasehold improvements and property under capital leases are amortized over the shorter of estimated useful lives of the assets or the lease term. Expenditures for repairs and maintenance are expensed as incurred. Software development costs The Company capitalizes costs incurred during the application development and implementation stages for computer software developed or obtained for internal use that are specifically identifiable, have determinable lives and relate to probable future economic benefits. Capitalized computer software costs are included in Property and equipment, net in the consolidated balance sheets. Average useful life of such costs is two years . Amortization of internally developed software is recorded within Engineering, research, and development and Sales and marketing expenses in the consolidated statements of income/(loss) and comprehensive income/(loss) as the software is developed for purposes of supporting internal R&D, engineering, and marketing activities. Costs associated with minor enhancements and maintenance or costs incurred during the preliminary project stage, and costs for training, data conversion, and maintenance are expensed as incurred. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Internally developed software did not have any impairment as of December 31, 2021 and 2020. Business combinations The Company accounts for business combinations under the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, recording any assets acquired and liabilities assumed based on their respective fair values. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The Company uses management estimates and industry data to assist in establishing the acquisition date fair values of assets acquired, liabilities assumed, and contingent consideration granted, if F-7 Table of Contents any. These estimates and valuations require the Company to make significant assumptions, including projections of future events and operating performance. Goodwill Goodwill represents the excess of purchase price over the fair value of the net assets of businesses acquired. On an annual basis, the Company makes a qualitative assessment to determine if it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If the Company determines that the fair value of the reporting unit is less than its carrying amount, it will perform a quantitative analysis; otherwise, no further evaluation is necessary. For the quantitative impairment assessment, the Company compares the fair value of the reporting unit to its carrying value, including goodwill. The Company uses the discounted cash flow method of the income approach and market approach to determine the fair value of the reporting unit. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and no further testing is performed. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the Company will recognize a loss equal to the excess, limited to the total amount of goodwill allocated to that reporting unit. Impairments, if any, are charged directly to earnings. As of December 31, 2021, the Company has a single reporting unit and determined there were no indicators of impairment. Intangible assets Finite-lived intangible assets are stated at cost less accumulated amortization. Amortization is computed either on the straight-line basis over the asset’s useful lives or declining balance method ranging between two and twelve years . Intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be fully recoverable. If facts and circumstances indicate that the carrying value might not be recoverable, projected undiscounted net cash flows associated with the related asset or group of assets over their estimated remaining useful lives is compared against their respective carrying amounts. If an asset is found to be impaired, the impairment charge will be measured as the amount by which the carrying amount of an entity exceeds its fair value. As of December 31, 2021, the Company determined there were no indicators of impairment. Fair value Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value: • Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. • Level 3 – Unobservable inputs that are supported by little or no market activities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings. Revenue recognition The Company accounts for a contract with a customer when 1) the parties to the contract have approved the contract and are committed to performing their respective obligations, 2) the contract identifies each party’s rights regarding the goods or services to be transferred, 3) the contract identifies the payment terms for the goods or services to be transferred, 4) the contract has commercial substance, and 5) collection of substantially all consideration pursuant to the contract is probable. The Company derives its revenue from offering a suite of digital engineering and information technology (“IT”) consulting services, including digital transformation strategy, emerging technology, lean labs and legacy system replatforming. For most contracts, the Company uses master agreements to govern the overall relevant terms and conditions of the business arrangement between the Company and its customers. When the Company and a customer enter into a Master Services Agreement (“MSA”), purchases are generally made by the customer via a statement of work (“SOW”) which explicitly references the MSA and specifies the services to be delivered. Fees for these contracts may be in the form of time-and-materials or fixed-fee arrangements. The majority of the Company’s revenues are generated under time-and-material contracts which are billed using hourly, daily or monthly rates to determine the amounts to be charged directly to the customer. Fees are billed and collected as F-8 Table of Contents stipulated in the contract, and revenue is recognized as services are performed. If there is an uncertainty about the receipt of payment for the services, revenue is recognized to the extent that a significant reversal of revenue would not be probable. Consulting services revenue is a single performance obligation earned through a series of distinct daily services and may include services such as those described above. The Company recognizes revenue for services over time as the customer simultaneously receives and consumes the benefits as the Company performs IT consulting services. For revenue contracts, the customer derives value from the Company providing daily consulting services, and the value derived corresponds to the labor hours expended. Therefore, the Company measures the progress and recognizes revenue using an effort-based input method. For fixed fee contracts, the Company recognizes revenue as the work is performed, the monthly calculation of which is based upon actual labor hours incurred and level of effort expended throughout the duration of the contract. For time-and-material contracts, the Company applies the variable consideration allocation exception. Therefore, instead of allocating the variable consideration to the entire performance obligation, the Company determined the variable consideration should be allocated to each distinct service to which the variable consideration relates, which is providing the customer daily consulting services. The Company also offers volume discounts or early settlement discounts. Volume discounts apply once the customer reaches certain contractual spend thresholds. Early settlement discounts are issued contingent upon the timing of the payment from the customer. If the consideration promised in a contract includes a variable amount, the Company only includes estimated amounts of consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. These estimates may require management to make subjective judgments and to make estimates about the effects of matters inherently uncertain. The determination of whether to constrain consideration in the transaction price are based on information (historical, current and forecasted) that is reasonably available to the Company, taking into consideration the type of customer, the type of transaction and the specific facts and circumstances of each arrangement. Although the Company believes that its approach in developing estimates and its reliance on certain judgments and underlying inputs is reasonable, actual results may differ from management’s estimates, judgments and assumptions. These estimates have historically not been material to the consolidated financial statements. Cost of revenue Cost of revenue primarily consists of compensation for professional staff generating revenues for the Company. Compensation includes salary, benefits, performance bonuses, retention bonuses, stock compensation expense, technology and travel expenses. The Company allocates a portion of depreciation and amortization to cost of revenue. Engineering, research and development Engineering, research, and development expenses primarily include compensation for professional staff performing research and development related activities that are not directly attributable to generating revenues for the Company. Research and development activities relate to building and scaling the next generation e-commerce platform solutions for customers. Research and development costs are expensed as incurred. Engineering, research, and development expenses also include depreciation and amortization costs, stock-based compensation expenses and performance and retention bonuses. Sales and marketing Sales and marketing expenses are those expenses associated with promoting and selling the Company’s services and include such items as sales and marketing personnel salaries, benefits, stock compensation expenses, travel, advertising, depreciation and amortization, performance and retention bonuses, and other promotional activities. General and administrative General and administrative expenses include other operating items such as officers’ and administrative personnel salaries, benefits, stock compensation expenses, legal, tax and audit expenses, public company related expenses, insurance, technology costs, facility costs, performance and retention bonuses, depreciation and amortization, including amortization of purchased intangibles, and operating lease expenses. Stock-based compensation expense Stock-based compensation expense is measured based on the grant-date fair value of the share-based awards. Forfeitures are recognized as incurred. The Company estimates stock options grant-date fair value using the Black-Scholes-Merton option pricing model. The model requires management to make a number of key assumptions including expected volatility, expected term, risk-free interest rate, and expected dividends. The Company evaluates the assumptions used to value its share-based awards on each grant date. The fair market value of Grid Dynamics stock is determined based on the closing price on NASDAQ F-9 Table of Contents on the measurement date. The Company amortizes the grant-date fair value of all share-based compensation awards over the employee’s requisite service period for the entire award on a straight-line basis, which is generally the vesting period. For an award with graded vesting that is subject only to a service condition (e.g., time-based vesting), the Company uses the straight-line attribution method under ASC 718 under which they recognize compensation cost on a straight-line basis over the total requisite service period for the entire award (i.e., over the requisite service period of the last separately-vesting tranche of the award). Additionally, the Company applies the “floor” concept so that the amount of compensation cost that is recognized as of any date is at least equal to the grant-date fair value of the vested portion of the award on that date. That is, if the straight-line expense recognized to date is less than the grant date fair value of the award that is legally vested at that date, the company will increase its recognized expense to at least equal the fair value of the vested amount. The Company made an accounting policy election to account for accounts for forfeitures when they occur. Refer to Note 13 — Stock-based compensation for additional information. Benefit plans The Company maintains a 401(k) defined contribution savings and retirement plan for substantially all of its U.S. employees. Subject to ERISA regulations, an employee may elect to contribute an amount up to 90 % of compensation during each plan year. The Company is not required to make contributions to the plan but can make discretionary contributions. The Company has not made any contributions to the 401(k) plan for the years ended December 31, 2021, 2020, and 2019. Income taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. The determination of the provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, international and other jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Management considers all available evidence, both positive and negative, in determining whether a valuation allowance is required. Such evidence includes prior earnings history, the scheduled reversal of deferred tax liabilities, projected future taxable income, carryback and carryforward periods of tax attributes, and tax planning strategies that could potentially enhance the likelihood of realization of a deferred tax asset in making this assessment. The weight given to the positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. The Company evaluates for uncertain tax positions at each balance sheet date. When it is more likely than not that a position will be sustained upon examination by a tax authority that has full knowledge of all relevant information, the Company measures the amount of tax benefit from the position and records the largest amount of tax benefit that is greater than 50% likely of being realized after settlement with a tax authority. The Company’s policy for interest and/or penalties related to underpayments of income taxes is to include interest and penalties in income tax expense. Restructuring The Company initiated a restructuring plan focused on optimizing utilization during 2020. For twelve months ended December 31, 2020, the Company incurred and paid total restructuring expenses of $ 0.9 million, which mostly included employee termination costs. This amount is included as a component of General and administrative expenses in the consolidated financial statements. The Company did not incur any restructuring expenses during the year ended December 31, 2021. Earnings per share The Company accounts for earnings per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of common and potential dilutive common shares outstanding during the period. Under U.S. GAAP, companies are required to include certain option grants granted to employees and convertible preferred stock in the diluted earnings per share calculation, except in cases where the effect of the inclusion of options and convertible preferred stock would be antidilutive. F-10 Table of Contents Certain significant risks and uncertainties The Company is subject to risks, including but not limited to customer concentration, concentrations of credit and foreign currency risks. On February 24, 2022, Russian forces launched significant military action against Ukraine, and sustained conflict and disruption in the region is ongoing. The conflict and related sanctions activity could have a material adverse effect upon the Company. Refer to Note 19 — Subsequent events for additional information. Additionally, the Company has been impacted by the recent coronavirus (“COVID-19”) pandemic. The global pandemic of COVID-19 has negatively affected the U.S. and global economy, disrupted global supply chains, resulted in significant travel and transport restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial market. The COVID-19 pandemic has impacted the Company’s revenues and the Company’s business continues to be exposed to risks and uncertainties related to the pandemic. The impact of the COVID-19 pandemic has been more pronounced with the Company’s retail customers, which depend on keeping their stores open. Additionally, in situations where the Company’s customers encounter financial difficulties, there is a risk associated with the Company’s inability to collect money from customers. The Company has taken several actions to deal with the COVID-19 pandemic. These include enabling its employees to work from home, company-wide salary and compensation cuts, hiring freezes, and suspending all non-essential travel. The ultimate impact and the extent to which the COVID-19 pandemic will continue to affect the business, results of operation and financial condition is difficult to predict and depends on numerous evolving factors outside of the Company’s control including: the duration and scope of the pandemic; government, social, business and other actions that have been and will be taken in response to the pandemic; and the effect of the pandemic on short and long-term general economic conditions. Concentrations of credit risk and significant customers Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company’s cash is held with high-quality financial institutions. Deposits held with banks may, at times, exceed the amount of insurance provided on such deposits. The Company also has cash deposited with commercial banks outside the United States, including countries such as Russia and Ukraine, in which banking and other financial systems are less developed and regulated. Bank deposits made by corporate entities in less developed markets such as these are not insured. As of December 31, 2021, $ 0.5 million and $ 0.6 million of total cash was held in Russia and Ukraine, respectively. As of December 31, 2020, $ 0.7 million of total cash was held in Russia and $ 0.2 million was held in Ukraine. In these regions, and particularly in Russia, a banking crisis, bankruptcy or insolvency of banks that process or hold the Company’s funds, may result in the loss of the Company’s deposits or adversely affect the Company’s ability to complete banking transactions, which could adversely affect the Company’s business and financial condition. The Company records its accounts receivable and unbilled receivables at their face amounts less allowances. Accounts receivable and unbilled receivables are generally dispersed across the Company’s customers in proportion to their revenue. The following table shows number of customers exceeding 10% of the Company’s billed and unbilled receivable balances at December 31, 2021 and 2020: As of December 31, 2021 2020 Accounts receivable 1 3 Unbilled receivable 1 3 The Company has not experienced any losses on its cash and cash equivalents and minimal losses on its accounts receivable. The Company performs ongoing evaluations of its customers’ financial condition. The following table shows the amount of revenue derived from each customer exceeding 10% of the Company’s revenue during the years ended December 31, 2021, 2020 and 2019: For the years ended December 31, 2021 2020 2019 Customer 1 11.6 % 21.3 % 23.1 % Customer 2 11.0 % 11.8 % 14.8 % Customer 3 n/a n/a 13.0 % F-11 Table of Contents Foreign currency risks Grid Dynamics’ functional currency apart from the U.S. dollar includes EURO, British pounds, Mexican pesos, Moldovan leu. Grid Dynamics contracts with customers for payment in and generates predominantly all of its revenue in U.S. dollars, except for Daxx and Tacit that generate revenue predominantly in EURO and British pounds. The international subsidiaries convert the U.S. dollars to their respective local currencies to fund operations such as labor and materials required for the entity to operate. The Company’s international subsidiaries’ accounting records are denominated in their respective local currencies. The Company is exposed to foreign currency exchange rate changes that could impact remeasurement of foreign denominated monetary assets and liabilities into U.S. dollars with the remeasurement impact recorded to income. The Company is also exposed to fluctuations in foreign currency exchange rates related to cash outflows for expenditures in foreign currencies. The net income/(loss) on foreign currency transactions was $( 0.7 ) million, $ 0.3 million, and $( 0.3 ) million for the years ended December 31, 2021, 2020, and 2019, respectively. The Company has not entered into any foreign exchange forward contracts, derivatives, or similar financial instruments to hedge against the risk of foreign exchange rate fluctuations. Recently adopted accounting pronouncements Changes to U.S. GAAP are established by the Financial Accounting Standards Board (the “FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s ASC. The Company has elected not to opt out of the extended transition period and thus when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. The Company transitioned to ASC Topic 606, Revenue From Contracts with Customers (“ASC 606”, the “New Standard”), from ASC Topic 605, Revenue Recognition on January 1, 2019. The New Standard was applied to all contracts that were not complete as of the date of adoption, using the modified retrospective transition method. The transition to ASC 606 represents a change in accounting principle. The Company’s consolidated financial statements reflect the adoption of ASC 606 beginning in 2019, while the Company’s consolidated financial statements prior to 2019 were prepared under the guidance of ASC 605. The New Standard did not materially affect the Company’s consolidated statements of income/(loss) and comprehensive income/(loss), balance sheets, or cash flows, and prior periods were not impacted as a result of the adoption of the standard. The New Standard resulted in insignificant changes to the timing of recognition of revenues for certain volume discounts. The Company elected to early adopt ASU No. 2018-15, Intangibles, Goodwill, and Other - Internal Use Software (Subtopic 350-40): Customer’s accounting for implementation costs incurred in a Cloud Computing Arrangement that is a service contract as of January 1, 2019. The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, the amendments require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The adoption of the new standard did not materially affect the Company’s consolidated statements of income and comprehensive income, balance sheets, or cash flows. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement , which amends ASC 820, Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures. The accounting standard update was effective beginning in the first quarter of fiscal year 2020, with removed and modified disclosures to be adopted on a retrospective basis, and new disclosures to be adopted on a prospective basis. The Company has determined that the adoption of this guidance did not have a material effect on the consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities . The new standard changes how entities evaluate decision-making under the variable interest entity guidance. The new standard is effective on January 1, 2020 and was applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings of the adoption date. The Company has determined that the adoption of this guidance did not have a material effect on the consolidated financial statements. In December 2019, the FASB issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The update is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020, and early adoption is permitted. The Company F-12 Table of Contents adopted the standard as of January 1, 2021 and has determined that the adoption of this guidance did not have a material effect on the consolidated financial statements. Recently issued accounting pronouncements The Company considered the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases . ASU 2016-02 requires lessees to put most leases on their balance sheet while recognizing expense in a manner similar to existing accounting. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The standard allows for two methods of adoption to recognize and measure leases: retrospectively to each prior period presented in the financial statements with the cumulative effect of initially applying the guidance recognized at the beginning of the earliest comparative period presented or retrospectively at the beginning of the period of adoption with the cumulative effect of initially applying the guidance recognized at the beginning of the period in which the guidance is first applied. Both adoption methods include a number of optional practical expedients that entities may elect to apply. The Company is close to completion of implementing its transition plan, which includes making necessary changes to policies and processes, conducting detailed contract reviews, developing incremental borrowing rates, implementing a global lease accounting system, and assessing internal control impacts to comply with the new standard. The Company will adopt this standard effective January 1, 2022 using the optional transition approach, which allows the Company to apply the provisions of the standard at the effective date without adjusting the comparable periods and carry forward disclosures under previously existing guidance for those periods presented within the Company’s financial statements. The Company has elected to use the package of practical expedients permitted under the transition guidance within the new standard. The Company has also elected the practical expedient that permits it to not separate lease and non-lease components. While the Company is currently finalizing its assessment of the quantitative impact, the Company expects to recognize right-of-use assets ranging from $ 2.4 million to $ 3.0 million and lease liabilities ranging from $ 2.3 million to $ 2.9 million in its consolidated balance sheet upon adoption, principally related to its office space leases. The Company does not expect the new guidance to have a material impact on its consolidated statement of income/(loss) and comprehensive income/(loss) or its consolidated statement of cash flows. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments . Topic 326 was subsequently amended by ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, ASU 2019-05, Financial Instruments — Credit Losses (Topic 326): Targeted Transition Relief, and clarified the guidance with the release of ASU 2020-02 Financial Instruments—Credit Losses (Topic 326) and Leases (Topic 842). These ASUs replace the current incurred loss impairment methodology with a methodology that reflects expected credit losses measured at amortized cost and certain other instruments, including loans, held-to-maturity debt securities, net investments in leases, and off-balance sheet credit exposures. The update is effective for fiscal years beginning after December 15, 2022, and interim periods with fiscal years after December 15, 2022. The Company has not yet determined the impact that the adoption of this guidance will have on the consolidated financial statements. In March 2020, FASB issued ASU No. 2020-03, Codification to Financial Instruments. This ASU improves and clarifies various financial instruments topics, including the current expected credit losses standard issued in 2016. The ASU includes seven different issues that describe the areas of improvement and the related amendments to U.S. GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments related to Issue 1, Issue 2, Issue 3, Issue 4, and Issue 5 were effective upon issuance of this update. The new guidance did not have a material impact on the consolidated financial statements. The amendments related to Issue 6 and Issue 7 are effective for the Company the earlier of January 1, 2023 or when the Company adopts ASU 2016-13, if early adopted. The Company is currently evaluating the impact these topics will have on the consolidated financial statements. Note 3 – Business combination On March 5, 2020, ChaSerg consummated its business combination with GDI pursuant to the Merger Agreement. Immediately following the Business Combination, there were 50.8 million shares of common stock with a par value of $ 0.0001 , and 11.3 million warrants outstanding. GDI began operations in September 2006 to provide next-generation ecommerce platform solutions in the areas of search, analytics, and release automation to Fortune 1000 companies. Under ASC 805, Business Combinations, GDI was deemed the accounting acquirer, and the Business Combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP. ChaSerg was treated as the “acquired” company for financial F-13 Table of Contents reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of GDI issuing stock for the net assets of ChaSerg, accompanied by a recapitalization. The net assets of ChaSerg were stated at historical cost, with no goodwill or other intangible assets recorded. Reported shares and earnings per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (approximately 1.685 GDH shares to 1.0 GDI share). The following represents the aggregate consideration for the Business Combination: (in thousands, except for per share amounts) Shares transferred at Closing 27,006 Less: Post-Closing share adjustment ( 857 ) Total shares transferred at Closing 26,149 Value per share $ 10.19 Total share consideration $ 266,459 Plus: Cash transferred to GDI stockholders 130,000 Closing merger consideration $ 396,459 The shares transferred at Closing included 4.3 million options to purchase the Company’s shares that were vested, outstanding and unexercised, which were determined using 1.7 million vested options at Closing converted at an exchange ratio of approximately 2.48 . Additionally, 0.4 million options to purchase the Company’s common stock that were unvested, outstanding and unexercised were assumed by the Company, which were determined using 0.1 million unvested options at Closing converted at an exchange ratio of approximately 2.48 . In connection with the Closing, 0.1 million shares of common stock were redeemed at a price per share of approximately $ 10.21 . See Note 12 for details of the Company’s common stock prior to and subsequent to the Business Combination. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $ 4.7 million, consisting of legal and professional fees, of which $ 4.1 million were related to equity issuance costs and recorded to Additional paid-in capital as a reduction of proceeds and $ 0.6 million were recorded to General and administrative expenses. In connection with the Business Combination, all outstanding retention bonus obligations from a 2017 acquisition totaling $ 3.4 million were accelerated and paid in full to Grid Dynamics’ personnel immediately prior to the Closing and were recorded in Cost of revenue and Operating expenses in the consolidated financial statements. Note 4 — Acquisitions Tacit — On May 29, 2021, the Company acquired 100 % of the equity interest of the global consultancy company Tacit Knowledge Inc. (“Tacit”). Founded in 2002, Tacit is a global provider of digital commerce solutions, serving customers across the UK, North America, Continental Europe, and Asia. The acquisition of Tacit added approximately 180 employees to the Company's headcount. The acquisition will augment the Company's service offerings and will strengthen its competitive position within the market. Additionally, the acquisition will also enable the Company to leverage near-shore capabilities with Tacit’s presence in Mexico. The total purchase consideration is $ 37.6 million and consists of cash consideration of $ 33.6 million paid at closing, and fair value of the contingent consideration at the date of the acquisition of $ 4.0 million. The maximum amount of potential contingent cash consideration is $ 5.0 million. During the fourth quarter of 2021 the Company adjusted fair value of contingent consideration as of December 31, 2021 to its maximum amount and reflected the expense in its consolidated statement of income/(loss). The contingent consideration is payable based on revenue and EBITDA metrics to be achieved by Tacit within 12 months. The Company recorded a liability for the contingent consideration amount based on the Company’s best estimate of the fair value of the expected payout. See Note 5 for further details on contingent consideration. Daxx — On December 14, 2020, the Company completed its acquisition of Daxx Web Industries B.V. (“Daxx”), a Netherlands-based software development and technology consulting company. In addition to high-end software development, Daxx provides consulting services spanning agile process reengineering, lean development, and DevOps. The Company expects to gain market share and realize synergies through the acquisition of Daxx. The total purchase consideration is up to $ 23.3 million and included cash consideration of approximately $ 18.4 million and contingent consideration payable of up to $ 4.9 million. The contingent consideration is payable based on revenue and EBITDA metrics achieved by Daxx for 270 days following the date of the acquisition. The Company recorded a liability for the F-14 Table of Contents contingent consideration amount based the Company’s best estimate of the fair value of the expected payout. See Note 5 for further details on contingent consideration. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as updated for any changes as of December 31, 2021 for Daxx and Tacit: Daxx Tacit Current assets $ 4,527 $ 9,145 Property, plant and equipment 352 466 Intangible assets 8,174 12,913 Goodwill 14,690 21,268 Total assets acquired $ 27,743 $ 43,792 Accounts payable and accrued expenses ( 4,718 ) ( 3,675 ) Deferred taxes ( 2,639 ) ( 2,500 ) Total liabilities assumed $ ( 7,357 ) $ ( 6,175 ) Purchase price allocation $ 20,386 $ 37,617 Current assets acquired include cash and cash equivalents in the amount of $ 2.3 million and $ 3.0 million for Daxx and Tacit acquisitions, respectively. The purchase price was assigned to assets acquired and liabilities assumed based on their estimated fair values as of the date of acquisition, and any excess was allocated to goodwill, as shown in the table above. Goodwill represents the value the Company expects to achieve through the implementation of operational synergies and growth opportunities as the Company expands its global reach. The goodwill for both acquisitions is not deductible for income tax purposes. During the first quarter of 2021, the Company finalized the fair value of the assets acquired and liabilities assumed in the acquisition of Daxx with no additional adjustments recorded. During the second half of 2021 the Company updated fair value of contingent consideration for Tacit at acquisition date that resulted in the increase of goodwill for $ 0.7 million. During the fourth quarter of 2021, the Company finalized the fair value of the assets acquired and liabilities assumed in the acquisition of Tacit. The estimated fair value, useful lives and amortization methods of identifiable intangible assets as of the date of acquisition updated for any changes during the year ended December 31, 2021 are as follows: Tacit Fair Value Useful Life Amortization method Customer relationships $ 11,737 12 years Straight-line Trade name 1,176 4 years Declining balance Total Tacit identified intangible assets $ 12,913 Daxx Fair Value Useful Life Amortization method Customer relationships $ 4,234 8 years Straight-line Trade name 3,500 10 years Straight-line Non-compete agreements 440 2 years Straight-line Total Daxx identified intangible assets $ 8,174 The Company used acquisition method of accounting for both acquisitions, and consequently, the results of operations for Daxx and Tacit are reported in the consolidated financial statements from the dates of acquisition. Revenues of Daxx and Tacit from the date of acquisition to December 31, 2021 were $ 29.2 million and $ 16.7 million, respectively. Out of that revenue $ 1.0 million was recognized during the year ended December 31, 2020. The following unaudited pro forma information presents the combined results of operations as if the acquisitions of Daxx and Tacit had occurred at the beginning of 2020 and 2021, respectively. Pre-acquisition results of businesses acquired have been added to the Company’s historical results. The pro forma results contained in the table below include adjustments for F-15 Table of Contents amortization of acquired intangibles, depreciation expense, related to the financing and related income taxes. Any potential cost savings or other operational efficiencies that could result from the acquisition are not included in these pro forma results. These pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor are they necessarily an indication of future operating results. (Unaudited) 2021 2020 Revenue $ 219,312 $ 149,219 Net loss $ ( 5,910 ) $ ( 10,792 ) Diluted loss per share $ ( 0.10 ) $ ( 0.24 ) Note 5 — Fair value The Company’s financial assets and liabilities, with the exceptions of contingent consideration payable described further herein, are all short term in nature; therefore, the carrying value of these items approximates their fair value. The Company measures contingent consideration payable at fair value on a recurring basis using significant inputs that are not observable in the market. Fair value of the contingent consideration liability is based on the Monte-Carlo model which is primarily based on budgets and discounted cash flow analysis. The Company believes its estimates and assumptions are reasonable, however, there is significant judgment involved. Changes in the fair value of contingent consideration payable primarily result from changes in the timing and amount of specific milestone estimates and changes in probability assumptions with respect to the likelihood of achieving the various earnout criteria. These changes could cause a material impact to, and volatility in the Company’s operating results. During the years ended December 31, 2021 and 2020 the Company completed two acquisitions under which the Company committed to make a cash earnout payment subject to attainment of specific performance targets. By the end of 2021 Daxx completed its earn-out period based on which the Company is obligated to make an earnout payment of $ 1.9 million in cash. See Note 4 “Acquisitions” in the consolidated financial statements for additional information regarding business acquisitions. The Company records contingent consideration payable in Other current liabilities in its consolidated balance sheet. A reconciliation of the beginning and ending balances of Level 3 acquisition-related contingent consideration payable using significant unobservable inputs for the years ended December 31, 2021 and 2020 are as follows: Amount Contingent consideration payable as of December 31, 2019 $ — Acquisition date fair value of contingent consideration payable - Daxx 1,947 Contingent consideration payable as of December 31, 2020 $ 1,947 Acquisition date fair value of contingent consideration payable - Tacit 4,000 Change in fair value of contingent consideration payable included in Other income/(expense) - Daxx ( 14 ) Change in fair value of contingent consideration payable included in Other income/(expense) - Tacit 1,000 Contingent consideration payable as of December 31, 2021 $ 6,933 Note 6 — Prepaid expenses and other current assets The components of prepaid expenses and other current assets were as follows: As of December 31, 2021 2020 Prepaid expenses 2,188 1,058 Value added tax receivable $ 931 $ 325 Prepaid insurance $ 921 $ 592 Other assets 463 386 Total prepaid expenses and other current assets $ 4,503 $ 2,361 F-16 Table of Contents Note 7 — Property and Equipment, net Property and equipment consist of the following: Estimated Useful Life (In Years) As of December 31, 2021 2020 Computers and equipment 2 - 5 $ 10,784 $ 6,447 Machinery and automobiles 5 246 551 Furniture and fixtures 3 - 7 1,174 643 Software 3 - 5 513 554 Leasehold improvements 7 - 12 486 236 $ 13,203 $ 8,431 Less: Accumulated depreciation and amortization ( 8,240 ) ( 5,622 ) $ 4,963 $ 2,809 Capitalized software development costs 2 - 3 $ 4,656 $ 3,531 Less: Accumulated amortization ( 3,450 ) ( 2,245 ) $ 1,206 $ 1,286 Property and equipment, net $ 6,169 $ 4,095 During the years ended December 31, 2021 and 2020, the Company capitalized $ 1.1 million and $ 1.1 million of internally developed software costs, respectively. Property and equipment depreciation and amortization expense for the years ended December 31, 2021, 2020, and 2019 was $ 3.1 million, $ 2.6 million, and $ 2.2 million, respectively. Note 8 — Goodwill and intangible assets, net Goodwill rollforward for the years ended December 31, 2021 and 2020 was as follows: Amount Goodwill as of December 31, 2019 $ — Acquisition of Daxx 14,690 Goodwill as of December 31, 2020 $ 14,690 Acquisition of Tacit 21,268 Goodwill as of December 31, 2021 $ 35,958 There were no impairment losses of goodwill recognized as of December 31, 2021 and 2020 . Intangible assets consist of the following: Estimated Useful Life (In Years) As of December 31, 2021 2020 Customer relationships 8 - 12 $ 15,971 $ 4,234 Tradename 4 - 10 4,676 3,500 Non-compete agreements 2 440 440 $ 21,087 $ 8,174 Less: Accumulated amortization ( 1,990 ) ( 49 ) Intangible assets, net $ 19,097 $ 8,125 F-17 Table of Contents Intangible assets amortization expense for the years ended December 31, 2021, 2020, and 2019 was $ 2.0 million, $ 0.1 million, $ 0.1 million, respectively. Note 9 — Other current liabilities The components of other current liabilities were as follows: As of December 31, 2021 2020 Contingent consideration payable $ 6,933 $ 1,947 Value added tax payable 1,274 515 Customer deposits $ 798 731 Other liabilities 594 13 Total other current liabilities $ 9,599 $ 3,206 Note 10 — Revenue Disaggregation of revenues The tables below present disaggregated revenues from contracts with clients by client location, industries and contract-types. The Company believes this disaggregation best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by industry, market and other economic factors. The Company has a single reportable segment for the years ended December 31, 2021, 2020 and 2019. The following table shows the disaggregation of the Company’s revenues by major customer location. Revenues are attributed to geographic regions based upon billed client location. Substantially all of the revenue in our North America region relates to operations in the United States. For the years ended December 31, 2021 2020 2019 Customer Location (in thousands) North America $ 168,524 $ 110,288 $ 118,326 Europe 42,479 995 — Other 277 — — Total Revenues $ 211,280 $ 111,283 $ 118,326 The following table shows the disaggregation of the Company’s revenues by main vertical markets for the years ended December 31, 2021, 2020 and 2019: For the years ended December 31, 2021 2020 2019 Vertical (in thousands) Tech, Media and Telecom $ 67,689 $ 45,362 $ 32,337 Retail 61,717 33,975 67,367 Finance 17,515 13,589 12,479 CPG/Manufacturing 43,461 14,202 4,850 Other 20,898 4,155 1,293 Total Revenues $ 211,280 $ 111,283 $ 118,326 The following table shows the disaggregation of the Company’s revenues by contract types for the years ended December 31, 2021, 2020 and 2019: F-18 Table of Contents For the years ended December 31, 2021 2020 2019 Contract Type (in thousands) Time-and-material $ 194,926 $ 105,578 $ 116,825 Fixed-fee 16,354 5,705 1,501 Total Revenues $ 211,280 $ 111,283 $ 118,326 Contract balances A contract asset is a right to consideration that is conditional upon factors other than the passage of time. A contract liability, or deferred revenue, consist of advance payments and billings in excess of revenues recognized. As of December 31, 2021 and 2020 the Company did not have material contract assets or liabilities recognized in consolidated financial statements. Remaining performance obligation ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of December 31, 2021. This disclosure is not required for: 1) contracts with an original duration of one year or less, including contracts that can be terminated for convenience without a substantive penalty, 2) contracts for which the Company recognizes revenues based on the right to invoice for services performed, 3) variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with ASC 606-10-25-14(b), for which the criteria in ASC 606-10-32-40 have been met, or 4) variable consideration in the form of a sales-based or usage-based royalty promised in exchange for a license of intellectual property. All of the Company’s contracts met one or more of these exemptions as of December 31, 2021. Note 11 — Income taxes Income before provision for income taxes consisted of the following: For the years ended December 31, 2021 2020 2019 (in thousands) United States $ ( 11,530 ) $ ( 18,084 ) $ 13,486 International 9,078 2,872 1,963 Total income/(loss) before provision for income taxes $ ( 2,452 ) $ ( 15,212 ) $ 15,449 F-19 Table of Contents The federal and state income tax provision/(benefit) is summarized as follows: For the years ended December 31, 2021 2020 2019 (in thousands) Current Federal $ 71 $ 167 $ 3,799 State 80 97 599 International 2,164 1,199 669 Total current tax expense $ 2,315 $ 1,463 $ 5,067 Deferred Federal $ 2,752 $ ( 3,042 ) $ ( 375 ) State ( 59 ) ( 811 ) ( 50 ) International 240 ( 222 ) — Total deferred tax expense/(benefit) $ 2,933 $ ( 4,075 ) $ ( 425 ) Total tax expense/(benefit) $ 5,248 $ ( 2,613 ) $ 4,642 Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The tax effects of significant items comprising the Company’s deferred taxes as of December 31, 2021 and 2020 are as follows (in thousands): As of December 31, 2021 2020 (in thousands) Deferred tax assets Accrued compensation $ 818 $ 545 Allowance for bad debt 74 105 State tax accrual 13 13 Stock-based compensation 1,328 2,595 Net operating loss 755 2,364 Credits 195 71 Total deferred tax assets $ 3,183 $ 5,693 Deferred tax liabilities Fixed asset basis $ ( 153 ) $ ( 84 ) Intangible assets $ ( 4,599 ) $ ( 2,093 ) Other foreign DTLs ( 24 ) — Total deferred tax liabilities ( 4,776 ) ( 2,177 ) Net deferred taxes $ ( 1,593 ) $ 3,516 The Company assessed its ability to realize the benefits of its domestic deferred tax assets (“DTA”) by evaluating all available positive and negative evidence, objective and subjective in nature, including (1) cumulative results of operations in recent years, (2) sources of recent pre-tax income, (3) estimates of future taxable income, and (4) the length of net operating loss (“NOL”) carryforward periods. The Company determined it is in a three-year cumulative taxable income position as of December 31, 2021 and expects to continue to be in a taxable income position in the long-term foreseeable future. After an evaluation of all available qualitative and quantitative evidence, both positive and negative in nature, the Company concluded it is more likely than not that sufficient future taxable income will be generated to realize the benefits of its DTAs prior to expiration. As a result, the Company determined that no valuation allowance was needed as of December 31, 2021. F-20 Table of Contents Net operating losses and tax credit carryforwards as of December 31, 2021 are as follows: Amount Expiration years (in thousands) Net operating losses, federal (Pre January 1, 2018) $ 259 2023 Net operating losses, state $ 10,903 2032 – 2040 Tax credits, federal $ 186 2040 - 2041 Tax credits, state $ 75 Does not expire The effective tax rate of the Company differs from the federal statutory rate as follows: For the years ended December 31, 2021 2020 2019 Statutory rate 21.00 % 21.00 % 21.00 % State tax ( 0.37 ) % 3.86 % 2.53 % Permanent items ( 10.77 ) % ( 2.81 ) % 3.17 % Stock-based compensation deductions 114.37 % 16.80 % 1.19 % R&D credits 3.80 % 0.10 % ( 0.70 ) % Foreign rate differential ( 4.86 ) % ( 2.62 ) % 2.86 % GILTI ( 75.67 ) % ( 4.78 ) % — Foreign intangible amortization ( 15.74 ) % — — 162M limitation ( 245.79 ) % ( 14.37 ) % — Total ( 214.03 ) % 17.18 % 30.05 % As of December 31, 2021, the Company has approximately $ 0.8 million of unrecognized tax benefits. Approximately all of the unrecognized tax benefits, if recognized, would affect the effective tax rate. A reconciliation of beginning to ending amounts of unrecognized tax benefits is as follows: For the years ended December 31, 2021 2020 2019 (in thousands) Unrecognized tax benefit as of January 1 $ 654 $ 357 $ 75 Changes related to prior year tax positions ( 50 ) 1 123 Changes related to current year tax positions 176 296 159 Unrecognized tax benefit as of December 31 $ 780 $ 654 $ 357 Unrecognized tax benefits may change during the next twelve months for items that arise in the ordinary course of business. The Company does not anticipate a material change to its unrecognized tax benefits over the next twelve months. The Company’s policy is to recognize interest expense and penalties related to income tax matters as tax expense. There was no interest or penalties accrued as of December 31, 2021 and 2020. The Company is subject to income taxes in U.S. federal and various state, local and foreign jurisdictions. For Federal and states, tax years subsequent to 2017 remain open to examination due to the carryover of unused net operating losses or tax credits. With respect to foreign jurisdictions, tax years 2014 and after remain open. On March 27, 2020, the U.S. President signed into law the CARES Act, an economic stimulus package in response to the COVID-19 global pandemic. The CARES Act contains several corporate income tax provisions, including making remaining alternative minimum tax credits immediately refundable; providing a 5-year carryback of NOLs generated in tax years 2018, 2019, and 2020, and removing the 80% taxable income limitation on utilization of those NOLs if carried back to prior tax years or utilized in tax years beginning before 2021; and temporarily liberalizing the interest deductibility rules under Section 163(j) of the Tax Cuts and Jobs Act, by raising the adjusted taxable income limitation from 30% to 50% for tax years 2019 and 2020 and giving taxpayers the election of using 2019 adjusted taxable income for purposes of computing 2020 interest deductibility. F-21 Table of Contents The provisions of the CARES Act did not have a material effect on the realizability of deferred income tax assets or tax expense. The Company's provision for income taxes does not include provisions for foreign withholding taxes associated with the repatriation of undistributed earnings of certain foreign subsidiaries that we intend to reinvest indefinitely in our foreign subsidiaries. On December 27, 2020, the U.S. president has signed into law the “Consolidated Appropriations Act, 2021” which includes further COVID-19 economic relief and extension of certain expiring tax provisions. The relief package was not materially impactful on the Company’s tax positions. California Assembly Bill 85 (AB 85) was signed into law by Governor Gavin Newsom on June 29, 2020. The legislation suspends the California Net Operating Loss deductions for 2020, 2021, and 2022 for certain taxpayers and imposes a limitation of California Tax Credits utilization for 2020, 2021, and 2022. The legislation disallows the use of California Net Operating Loss deductions if the taxpayer recognizes business income and its income subject to tax is greater than $1.0 million. Additionally, business credits will only offset a maximum of $5.0 million of California tax liability. The Company has estimated its 2021 California state taxable income to be below $1.0 million. As such, this credit limitation does not impact the Company in 2021. The American Rescue Plan Act of 2021 was signed into law on March 11, 2021, expanding on the definition of covered employees as defined under IRC §162(m). The provisions under the expanded definition of covered employees have been considered and were determined not to be materially impactful on the Company’s tax positions. Note 12 — Stockholders’ equity The following description summarizes the material terms and provisions of the securities that the Company has authorized. Common stock The Company is authorized to issue 110.0 million shares of common stock. At Closing, March 5, 2020, the Company had issued 50.8 million shares of common stock. On July 6, 2021, the Company concluded a follow-on public offering of 11.6 million shares of its common stock, which included 5.5 million shares offered by Grid Dynamics and 6.1 million shares offered by certain selling stockholders, at a price to the public of $ 15.03 per share. These amounts included shares sold upon exercise in full of the underwriters' option to purchase additional shares. J.P. Morgan Securities, LLC, William Blair & Company, L.L.C. and Cowen and Company, LLC acted as joint book-running managers for the offering. Needham & Company, LLC and Cantor Fitzgerald & Co. acted as co-managers for the offering. The net proceeds from this offering for the company, after deducting underwriting discounts and commissions and estimated offering expenses, were $ 78.3 million. The Company did not receive any proceeds from the sale of the shares by the selling stockholders. As of December 31, 2021 the Company had 66.9 million shares of common stock that were outstanding. Additionally, there were 2.4 million outstanding vested options to purchase the Company’s common stock. Preferred Stock As of December 31, 2019 GDI had 1.0 million shares of no par value shares of preferred stock outstanding convertible on a 1 :1 basis with GDI’s common stock. At the Closing, the preferred stock outstanding was converted into common stock of the Company, par value $ 0.0001 per share. Therefore, as of December 31, 2020 and December 31, 2021 there was no preferred stock outstanding. Founders and underwriter shares subject to earnout provisions At the Closing, the Company had 1.2 million shares of common stock issued and outstanding subject to earnout provisions (the “Earnout Shares”). The Earnout Shares are subject to transfer restrictions and the owners of the Earnout Shares cannot sell, transfer or otherwise dispose of their respective shares until the respective earnout provisions have been achieved as described further below. The Earnout Shares have full ownership rights including the right to vote and receive dividends and other F-22 Table of Contents distributions thereon. Dividends and other distributions are not subject to forfeiture in accordance with the Amended and Restated Sponsor Share Letter filed with the SEC on January 26, 2020. The Earnout Shares vesting conditions are as follows: 399,999 ; 400,000 ; and 400,001 Earnout Shares vest if the closing price of the Company’s common stock on the principal exchange on which the securities are listed or quoted have been at or about $ 12.00 ; $ 13.50 ; and $ 15.00 per share, respectively, for 20 trading days (which need not be consecutive) over a thirty trading day period at any time. The Earnout Shares automatically vest upon and immediately prior to any of the following events: 1) The Company engages in a “going private” transaction pursuant to Rule 13e-3 under the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise cease to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act; 2) The Company’s common stock ceases to be listed on a national securities exchange; 3) The Company is amalgamated, merged, consolidated or reorganized with or into another company or person (an “Acquiror”) and as a result of such amalgamation, merger, consolidation or reorganization, fewer than 50.1% (whether by voting or economic rights) of the outstanding equity securities or other capital interests of the Acquiror or surviving or resulting entity is owned in the aggregate by the shareholders of the Company, directly or indirectly, immediately prior to such amalgamation, merger, consolidation or reorganization, excluding from such computation the interests of the Acquiror or any affiliate of the Acquiror; 4) The Company and/or its subsidiaries sell, assign, transfer or otherwise dispose of (including by bulk reinsurance outside of the ordinary course of business consistent with past practice), in one or a series of related transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to an Acquiror, fewer than 50.1% (whether by voting or economic rights) of the outstanding equity securities or other capital interests of which, immediately following such sale, assignment or transfer, are owned in the aggregate by the pre-transaction Company stockholders; or 5) If a Schedule 13D or Schedule 13G report (or any successor schedules, form or report), each as promulgated pursuant to the Exchange Act, is filed with the SEC disclosing that any person or group (as the terms “person” and “group” are used in Section 13(d) or Section 14(d) of the Exchange Act and the rules and regulations promulgated thereunder) has become the beneficial owner (as the term “beneficial owner” is defined in Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of a percentage of shares of the outstanding Company common shares as shall be greater than the percentage of such shares that, at the date of such filing, is held by any other person or group that held more than 50% of the voting or economic power of Company immediately after the Closing. The Earnout Shares released for any event as noted above shall be subject to an equitable adjustment for share splits, share dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the common stock after the Closing. Additionally, each such price threshold shall be reduced by the amount of the aggregate cash or the fair market value of any securities or other assets paid or payable by the Company to the holders of common stock, on a per share basis, as an extraordinary dividend or distribution following the Closing; provided that the declaration and payment of any such extraordinary dividend or distribution shall be subject to all applicable Laws. An “extraordinary dividend or distribution” means any dividend or distribution other than a regularly-scheduled dividend or distribution. All of the Earnout Shares vested and are no longer subject to transfer restrictions during the year ended December 31, 2021. Warrants On April 12, 2021, the Staff of the SEC issued the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). The Staff Statement provided new guidance for all SPAC-related companies regarding the accounting and reporting for their warrants that could result in the warrants issued by SPACs being classified as a liability measured at fair value, with non-cash fair value adjustments reported in earnings at each reporting period. The Company reviewed the accounting for both its public warrants and private warrants following the Staff Statement. The Company determined that the accounting for its public warrants as equity was consistent with the Staff Statement. The Company determined that its private warrants should be accounted for as liabilities but that the related accounting errors during the year ended December 31, 2020 were not material to the required financial statements and disclosures included in its annual report on Form 10-K filed on March 5, 2021. The Company began accounting for the private warrants correctly in the beginning of 2021, as disclosed in its quarterly report on Form 10-Q filed on May 6, 2021. F-23 Table of Contents As part of its initial public offering (“IPO”), ChaSerg issued 22.0 million units including one share of common stock and one-half of one redeemable warrant. Simultaneously with its IPO, ChaSerg issued 0.6 million private placement units to its sponsor underwriter, each consisting of one common share and one-half of one redeemable warrant. ChaSerg issued 0.1 million units as a result of the conversion of a working capital sponsor loan consisting of one common share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of common stock at a price of $ 11.50 . Warrants may only be exercised for a whole number of shares for common stock. No fractional shares will be issued upon exercise of the warrants. Each warrant is currently exercisable and will expire March 5, 2025 (five years after the completion of the Business Combination), or earlier upon redemption or liquidation. The Company may call the warrants for redemption at a price of $ 0.01 per warrant upon a minimum 30 days’ prior written notice of redemption, if and only if, the reported last sale price of the Company’s common stock equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and if and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. From July 23, 2021 to July 26, 2021, 1.4 million public warrants were exercised with cash proceeds of $ 16.4 million. On July 28, 2021, the Company announced the redemption of its 2.8 million then outstanding public warrants. Any public warrants not exercised prior to 5:00 p.m., New York City time, on August 30, 2021 were redeemed at that time for $ 0.01 per warrant. The public warrants were exercisable at a price of $ 11.50 per share. Of the total of 2.8 million warrants outstanding on July 28, 2021, 2.8 million were exercised and cash proceeds generated from these exercised warrants were approximately $ 31.7 million. Pursuant to the terms of the agreements governing the rights of the holders of the public warrants, the Company redeemed the remaining unexercised and outstanding 19,744 public warrants on August 30, 2021 for a redemption price of $ 0.01 per public warrant. As of December 31, 2021, there were no outstanding private or public warrants. Note 13 — Stock-based compensation Stock-Based Compensation Expense Employee stock-based compensation cost recognized in the consolidated statements of income/(loss) and comprehensive income/(loss) was as follows: Twelve months ended December 31, 2021 2020 2019 (in thousands) Cost of revenue $ 664 $ 840 $ 148 Engineering, research, and development 2,980 2,419 175 Sales and marketing 3,606 3,532 53 General and administrative 25,786 13,215 2,065 Total stock-based compensation $ 33,036 $ 20,006 $ 2,441 Stock-based compensation costs recognized for the year ended December 31, 2020 included $ 2.5 million of compensation expense related to the acceleration of vesting of awards under the 2018 Stock Plan. Additional $ 3.4 million of stock-based compensation cost recognized for the year ended December 31, 2021, in connection to partial vesting and early release of 2021 PSU otherwise would have been recognized in the first quarter of 2022. Equity Plans 2018 Stock Plan - Effective November 12, 2018, GDI adopted 2018 Stock Option Plan. Under the terms of the 2018 Stock Plan, certain options are subject to accelerated vesting in full or by an additional 12 months as a result of business combinations. The Company is no longer issuing any awards under the 2018 Plan. All of the awards issued pursuant to the 2018 Plan expire 10 years from the date of grant. 2020 Equity Incentive Plan - Effective March 5, 2020, our Board of Directors approved an equity incentive plan (the “2020 Plan”). The 2020 Plan permits the Company to grant a maximum aggregate amount of 16.3 million Incentive Stock Options, F-24 Table of Contents Non-Statutory Stock Options (“NSOs”), Restricted Stock, Restricted Stock Units (“RSUs”), Stock Appreciation Rights, Performance Units (“PSUs”), and Performance Shares (“PSAs”) (collectively, the “Awards”) to employees, directors, and consultants of the Company. Our Board of Directors or any committee appointed by The Board has the authority to grant Awards. NSOs and RSUs issued under the 2020 Plan have the following vesting conditions: one-fourth of the NSOs will vest on one year after the grant date; and thereafter one-sixteenth of the NSOs will vest each subsequent three-month anniversary. The Company made an accounting policy election to account for accounts for forfeitures when they occur. RSUs granted to the Board in lieu of the quarterly payments vest immediately. PSUs are normally capped at 300 % maximum payout and have the following performance goals: 1) Year-over-year growth in Non-Retail revenue for the Performance Period, which is Fiscal Year 2021, expressed as a percentage increase over the fiscal year 2020 Non-Retail revenue (“Revenue Growth”), and 2) Contribution Margin for the Performance Period as a percentage of Non-Retail revenue for the Performance Period. Fifty percent ( 50 %) of the target number of performance shares granted will vest (if at all) based on the extent of achievement of Revenue Growth for the Performance Period and the remaining fifty percent ( 50 %) of the target number of performance shares granted will vest (if at all) based on the extent of achievement of the Contribution Margin. As of December 31, 2021, 10.3 million shares of stock remained available for issuance under 2020 Plan. All of the awards issued pursuant to the 2020 Plan expire 10 years from the date of grant. Stock Options The grant date fair value of each NSO issued under both plans was estimated on the date of grant using the Black-Scholes option pricing model. The key assumptions for the years ended December 31, 2021 and 2020 are provided in the following table. For the years ended December 31, 2021 2020 Dividend yield 0 % 0 % Expected volatility 40 % 40 % Risk-free interest rate 0.81 %- 1.33 % 0.31 %- 0.80 % Expected term in years 6.11 6.11 Grant date fair value of common stock. $ 14.40 -$ 29.07 $ 6.86 -$ 11.89 The Company used a zero percent dividend yield assumption for all Black-Scholes stock option-pricing calculations. Since the Company’s shares were not publicly traded prior to the Closing and its shares were rarely traded privately, expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the options is based on the U.S. Treasury yield curve at the date of grant. Expected term is estimated using the simplified method, which takes into account vesting and contractual term. The simplified method is being used to calculate expected term instead of historical experience due to a lack of relevant historical data resulting from changes in option vesting schedules and changes in the pool of employees receiving option grants. 2018 Plan On March 5, 2020 the Company accelerated vesting of certain options due to completion of Business Combination. It resulted in recognition of additional expenses of $ 2.5 million. Additionally part of options was modified and settled in cash pursuant to the terms of the Merger Agreement. The remaining portion of outstanding vested and unvested options were automatically assumed and converted into options to purchase the Company’s common stock as of the Closing. Refer to Note 3 for details. The following table presents details on conversion of the vested and unvested options: F-25 Table of Contents Number of Options Options outstanding as of December 31, 2019 2,734,327 Options converted to cash at Closing ( 828,590 ) Options forfeited ( 18,940 ) Options outstanding as of March 5, 2020 1,886,797 Options outstanding converted as of March 5, 2020 4,678,011 The following table sets forth the activity for the 2018 Stock Plan for the years ended December 31, 2021 and 2020 after conversion: Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Contractual Term (in years) Options outstanding converted as of March 5, 2020 4,678,011 $ 3.54 Options exercised ( 28,057 ) $ 3.54 Options forfeited ( 50,164 ) $ 3.54 Options outstanding as of December 31, 2020 4,599,790 $ 3.54 $ 41,674 Options exercised ( 2,668,191 ) $ 3.54 Options forfeited ( 15,498 ) $ 3.54 Options outstanding as of December 31, 2021 1,916,101 $ 3.54 $ 65,971 6.97 Options vested and exercisable as of December 31, 2021 1,791,612 $ 3.54 $ 61,685 6.97 The total unrecognized compensation expenses related to 2018 Plan options as of December 31, 2021 was $ 0.1 million, net of forfeitures, to be expensed on a straight-line basis over 1.68 years. 2020 Plan The following table summarizes option activity for for the years ended December 31, 2021 and 2020 under the 2020 Plan: Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Contractual Term (in years) Options outstanding as of December 31, 2019 — $ — $ — Options granted 2,087,000 $ 8.37 Options forfeited ( 144,600 ) $ 8.13 Options outstanding as of December 31, 2020 1,942,400 $ 8.38 8,200 Options granted 766,250 $ 21.61 Options exercised ( 112,087 ) $ 8.20 Options forfeited ( 371,876 ) $ 8.88 Options outstanding as of December 31, 2021 2,224,687 $ 12.86 55,856 8.53 Options vested and exercisable as of December 31, 2021 596,811 $ 8.32 17,694 8.03 The total unrecognized compensation expenses related to 2020 Stock Plan options as of December 31, 2021 was $ 8.7 million, net of forfeitures, to be expensed on a straight-line basis over the remaining 2.89 years. Restricted Stock Units RSUs granted do not participate in earnings, dividends, and do not have voting rights until vested. F-26 Table of Contents The following table summarizes activity of the Company's RSUs for the years ended December 31, 2021 and 2020: Number of Shares Weighted Average Grant Date Fair Value Unvested awards as of December 31, 2019 — $ — Awards granted 3,053,969 $ 8.22 Awards vested and released ( 28,300 ) $ 7.07 Awards forfeited ( 30,000 ) $ 8.26 Unvested awards as of December 31, 2020 2,995,669 $ 8.38 Awards granted 61,539 $ 24.35 Awards vested and released ( 1,272,136 ) $ 8.32 Awards forfeited ( 291,157 ) $ 8.14 Unvested awards as of December 31, 2021 1,493,915 $ 8.82 The total unrecognized compensation expenses related to 2020 Stock Plan RSUs as of December 31, 2021 was $ 12.7 million to be expensed on a straight-line basis over 2.21 years. Performance Stock Units The following table summarizes activity of the Company's PSUs for the years ended December 31, 2021 and 2020: Number of Shares Weighted Average Grant Date Fair Value Unvested awards as of December 31, 2019 — $ — Awards granted 1,452,696 $ 7.92 Unvested awards as of December 31, 2020 1,452,696 $ 7.92 Awards granted 1,478,765 $ 15.68 Awards vested ( 2,787,001 ) $ 11.64 Awards forfeited ( 32,375 ) $ 15.61 Unvested awards as of December 31, 2021 112,085 $ 15.69 The vesting of the PSUs with the performance factors based on 2020 results was certified by the Board of Directors for release on February 12, 2021. Approximately 0.7 million shares were issued upon vesting of the PSUs and 0.8 million shares were withheld to cover $ 10.8 million in tax obligations. The vesting of the PSUs granted for 2021 performance was partially certified by the Board of Directors with 250 % performance factor for release on December 10, 2021. Approximately 0.7 million shares were issued upon vesting of the PSUs and 0.7 million shares were withheld to cover $ 25.4 million in tax obligations. The total unrecognized compensation expenses related to 2020 Stock Plan PSUs as of December 31, 2021 was $ 0.3 million to be expensed on over 0.16 years. The fair value of vested RSUs and PSUs issued under the 2020 Plan (measured at the vesting date) for the years ended December 31, 2021 and 2020 was as follows: For the years ended December 31, 2021 2020 (in thousands) RSUs $ 25,702 $ 207 PSUs 72,615 — F-27 Table of Contents Note 14 — Earnings per share The Company computed earnings per share (“EPS”) in conformity with the two-class method required for participating securities. Undistributed earnings allocated to participating securities are subtracted from net income in determining net income attributable to common stockholders. The Company allocated income between its common and preferred shareholders only for the periods the preferred stock was outstanding, which was January 1, 2020 to March 4, 2020 and May 6, 2019 to December 31, 2019. There was no preferred stock outstanding March 5, 2020 to December 31, 2020 and January 1, 2019 to May 6, 2019. As the Company was in a net loss position for the year ended December 31, 2020, the net loss was allocated entirely to common shareholders. All participating securities are excluded from basic weighted-average number of common shares outstanding. Diluted EPS is computed by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, restricted stock units, performance stock units, and convertible preferred securities. The dilutive effect of potentially dilutive securities is reflected in diluted EPS in order of dilution and by application of the treasury stock method and the if-converted method for stock-based compensation and convertible preferred securities, respectively. The following table sets forth the computation of basic and diluted EPS of common stock as follows: For the years ended December 31, 2021 2020 2019 (in thousands, except per share data) Numerator for basic earnings per share Net income/(loss) $ ( 7,700 ) $ ( 12,599 ) $ 10,807 Less: Income attributable to preferred shareholders — — ( 377 ) Net income/(loss) available to common shareholders $ ( 7,700 ) $ ( 12,599 ) $ 10,430 Denominator for basic earnings per share Weighted-average shares outstanding – basic 58,662 44,737 21,118 Basic earnings/(loss) per share $ ( 0.13 ) $ ( 0.28 ) $ 0.49 Numerator for diluted earnings per share Net income available to common shareholders $ ( 7,700 ) $ ( 12,599 ) $ 10,430 Denominator for diluted earnings per share Basic weighted-average common shares outstanding 58,662 44,737 21,118 Add: Dilutive impact of options in the money — — 4 Weighted-average shares outstanding for diluted earnings per share 58,662 44,737 21,122 Diluted earnings/(loss) per share $ ( 0.13 ) $ ( 0.28 ) $ 0.49 The denominator used in the calculation of basic and diluted EPS has been retrospectively adjusted for the recapitalization of the Company’s shares as a result of the Business Combination as further described in Note 3. The following potential dilutive common shares, presented based on weighted average potential shares outstanding during each period and adjusted for the stock split as a result of the transaction, were excluded from the calculation of diluted net loss per F-28 Table of Contents share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: For the years ended December 31, Potential common shares 2021 2020 2019 (in thousands) Convertible preferred stock — 184 689 Stock options to purchase common stock 5,826 4,649 5,273 Restricted stock units 2,110 2,261 — Performance stock units 1,301 961 — Warrants to purchase common stock 3,657 9,326 — Total 12,894 17,381 5,962 Note 15 — Segment and geographic information In accordance with ASC 280, Segment Reporting , the Company has determined it has one operating segment and one reportable segment. The chief operating decision maker assesses the Company’s performance and allocates resources based on the Company’s consolidated financial information. The Company’s business activities have similar economic characteristics and are similar in all of the following areas: the nature of services, the type or class of customer for which they provide their services, and the methods used to provide their services. Significant portion of the Company’s revenues is generated within North America. Refer to Note 10 (“Revenue”) for details. Long-lived assets include property and equipment, net of accumulated depreciation and amortization and is summarized as follows (in thousands): As of December 31, Long-lived assets, net of accumulated depreciation and amortization 2021 2020 ( in thousands) Ukraine $ 2,267 $ 1,340 Russia 1,920 1,023 United States 715 712 Serbia 433 492 Poland 313 528 Other 521 — Total $ 6,169 $ 4,095 Note 16 — Related parties transactions Several of the Company’s minority shareholders are also members of the Board of Directors of some of the Company’s customers. Total revenue recorded from the related parties for the year ended December 31, 2021, and 2020 and 2019 was approximately $ 4.3 million, $ 0.1 million, and $ 1.0 million, respectively. Accounts receivable from the related parties was $ 0.6 million and $ 0.5 million as of December 31, 2021 and 2019, respectively. There was no accounts receivable from related party as of December 31, 2020. As of December 31, 2021 the Company had payables to one of its related parties in the amount of $ 0.6 million that was classified as Other current liabilities in consolidated balance sheet. As discussed further in Note 2, the Company provides services to its customers utilizing personnel from the Affiliate. The Affiliate performs services and support exclusively on behalf of the Company and its customers, however, the Company has no ownership in the Affiliate. The Affiliate's equity holder is an employee of the Company. F-29 Table of Contents Note 17 — Commitments and contingencies Operating leases The Company leases its vehicles and facilities under non-cancelable operating leases expiring between January, 2022 and July, 2026. Rent expense related to the Company’s operating leases was approximately $ 4.2 million, $ 4.2 million, and $ 4.8 million for the year ended December 31, 2021, 2020, and 2019, respectively. Future minimum payments under non-cancelable leases are as follows: Years ending December 31, (in thousands) Lease Payments 2022 $ 2,318 2023 580 2024 361 2025 289 2026 119 Total $ 3,667 Software subscription services agreement The Company entered into a software subscription services agreement (the “SSA”) effective as of June 1, 2019. The SSA is non-cancelable for a term of 5 years from the effective date and renewable at the election of the Company. Payments under the terms of the SSA are due quarterly in advance. Total future minimum payments under the non-cancelable SSA are as follows: Years ending December 31, (in thousands) Subscription Payments 2022 $ 369 2023 324 2024 81 Total $ 774 Litigation The Company is subject to legal proceedings and claims that arise in the ordinary course of its business. Management evaluates each claim and provides for potential loss when the claim is probable to be paid and reasonably estimable. While adverse decisions in certain of these litigation matters, claims and administrative proceedings could have a material effect on a particular period’s results of operations, subject to the uncertainties inherent in estimating future costs for contingent liabilities, management believes that any future accruals with respect to these currently known contingencies would not have a material effect on the financial condition, liquidity or cash flows of the Company. There are no amounts required to be reflected in these consolidated financial statements related to contingencies. Note 18 — Line of credit In October 2017, the Company entered into a loan agreement for a revolving line of credit facility (“Line of Credit”) with a borrowing capacity of $ 0.5 million. The Line of Credit is secured by substantially all of the Company’s assets and was secured in order to provide credit support for a letter of credit facility and balances under the Company’s credit cards. Borrowings under the Line of Credit are subject to a variable interest rate, based on changes in the Prime Rate, as calculated published by the Wall Street Journal. There were no borrowings on the Line of Credit as of December 31, 2021 and 2020. Note 19 — Subsequent events On February 24, 2022, Russian forces launched significant military action against Ukraine, and sustained conflict and disruption in the region is possible. The impact to Ukraine as well as actions taken by other countries, including new and stricter sanctions by Canada, the United Kingdom, the European Union, the U.S. and other countries and organizations against officials, individuals, regions, and industries in Russia and Ukraine, and actions take by Russia in response to such sanctions, and each country’s potential response to such sanctions, tensions, and military actions could have a material effect on the Company’s operations. For example, in response to increased sanctions, Russia could attempt to take control of assets in Russia F-30 Table of Contents or Ukraine of companies registered in the United States, such as the Company. Any such material adverse effect from the conflict and enhanced sanctions activity may disrupt the Company’s delivery of services, impair the Company's ability to complete financial or banking transactions, cause the Company to shift all or portions of its work occurring in the region to other countries, and may restrict the Company’s ability to engage in certain projects in the region or involving certain customers in the region. The Company has a significant number of personnel in Ukraine and Russia. The Company has no way to predict the progress or outcome of the situation, as the conflict and government reactions are rapidly developing and beyond the Company’s control. Prolonged unrest, military activities, or broad-based sanctions, should they be implemented, could have a material adverse effect on the Company’s financial condition, results of operations and cash flows. F-31 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.