You should read the following discussion and analysis of our financial condition
and results of operations together with the unaudited condensed consolidated
financial statements, and related notes that are included elsewhere in this
Quarterly Report on Form 10-Q, along with the financial information included in
our Annual Report on Form 10-K, as filed with the Securities and Exchange
Commission (the "SEC") on March 18, 2022. Some of the information contained in
this discussion and analysis, including information with respect to our planned
investments in our research and development, sales and marketing, and general
and administrative functions, contains forward-looking statements based upon
current plans, beliefs, and expectations that involve risks and uncertainties.
Our actual results may differ materially from those anticipated in these
forward-looking statements as a result of various factors, including those set
forth under the sections titled "Special Note Regarding Forward-Looking
Statements" and "Risk Factors" included elsewhere in this Quarterly Report on
Form 10-Q.

Company Overview

We are a leading online visibility management software-as-a-service ("SaaS")
platform, enabling companies globally to identify and reach the right audience
in the right context and through the right channels. Online visibility
represents how effectively companies connect with consumers across a variety of
digital channels, including search, social and digital media, digital public
relations, and review websites. Our proprietary SaaS platform enables us to
aggregate and enrich trillions of data points collected from hundreds of
millions of unique domains, social media platforms, online ads, and web traffic.
This allows our customers to understand trends, derive unique and actionable
insights to improve their websites and social media pages, and distribute highly
relevant content to their targeted customers across channels to drive
high-quality traffic.

We generate substantially all of our revenue from monthly and annual
subscriptions to our online visibility management platform under a SaaS model.
Subscription revenue is recognized ratably over the contract term beginning on
the date the product is made available to customers.

In line with our business strategy, we have increased our activity with mergers
and acquisitions. During the three months ended March 31, 2022, we completed two
strategic acquisitions of companies to complement our existing portfolio:
Backlinko, LLC ("Backlinko") and Intellikom, Inc., which does business under the
name Kompyte ("Kompyte").

The purpose of the acquisition of Backlinko was to obtain valuable content and
to access an existing revenue stream in Backlinko's SEO courses. We believe the
online traffic to Backlinko is valuable to our growth strategy and may be
monetized optimally through our resources, allowing us to grow organic traffic
and sales.

Kompyte is a provider of sales enablement and competitive intelligence software
we believe complements our core platform. We intend to support Kompyte's
traditional enterprise customers, and we expect to begin developing new products
better suited for its small-to-medium sized business ("SMB") customer base. We
believe there is a significant potential cross-sell opportunity for Kompyte's
solution among the more than 87,000 customers on our core Semrush platform.

We currently operate subsidiaries in Cyprus, the Czech Republic, Germany, the
Netherlands, Poland, Spain, and Russia, with employees based in each location.
Our business strategy has included the opening of new offices in Turkey,
Armenia, Serbia, and Georgia to facilitate our growth in operations and
international expansion.

As a response to the Russian military action in Ukraine and subsequent U.S.,
E.U., and other sanctions against Russia, we are actively winding down
operations in Russian and relocating employees outside of the country. We expect
these relocations to be substantially complete by September 30, 2022,

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and we expect to incur costs of approximately $24.5 million to $28.5 million
over the remainder of fiscal year 2022 with respect to such relocations. These
expenses relate both to the costs of relocation and the expected higher costs of
talent and labor in the geographies to which we are relocating these employees.
For more information on the risks of geographic instability on our operations,
see "Item 1A. Risk Factors-Most Material Risks to Us-Instability in geographies
where we have significant operations and personnel, including in Russia, could
have a material adverse effect on our business, customers, and financial
results".

Our revenue is primarily generated through sales of our products around the
globe. The largest portion of our revenue continues to be driven by customers
based in the U.S. and UK, generating revenues of $25.8 million and $5.9 million,
respectively, for the three months ended March 31, 2022, and $18.1 million and
$4.2 million for the three months ended March 31, 2021, respectively.

We have one reportable segment. See Note 17 of our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for more information.

Key Factors Affecting Our Performance

We regularly review a number of factors that have impacted, and we believe will continue to impact, our results of operations and growth. These factors include:

Acquiring New Paying Customers



We expect increasing demand for third-party online visibility software to
accelerate adoption of our platform. Our recurring subscription model provides
significant visibility into our future results and we believe ARR is the best
indicator of the scale of our platform, while mitigating fluctuations due to
seasonality and contract term. We define ARR as the daily revenue of all paid
subscription agreements that are actively generating revenue as of the last day
of the reporting period multiplied by 365, except that we calculate the ARR from
Prowly's customers as the monthly recurring revenue as of the last month of the
reporting period multiplied by 12. We include both monthly recurring paid
subscriptions, which renew automatically unless cancelled, as well as annual
recurring paid subscriptions so long as we do not have any indication that a
customer has cancelled or intends to cancel its subscription and we continue to
generate revenue from them. As of March 31, 2022 and 2021, we had more than
87,000 paying customers and 72,000 paying customers, respectively, accounting
for $235.7 million and $167.6 million in ARR, respectively.

Retaining and Expanding Sales to Our Existing Customers



We serve a diverse customer base across a variety of sizes and industries that
is focused on maximizing their online visibility. We believe there is a
significant opportunity to expand within our existing customer base as customers
often initially purchase our entry-level subscription, which offers lower usage
limits and limited user licenses, as well as fewer features. We have
demonstrated the ability to expand contract values with our existing customers
as they use our products and recognize the critical nature of our platform and
often seek premium offerings through incremental usage, features, add-ons, and
additional user licenses.

Our dollar-based net revenue retention rate enables us to evaluate our ability
to retain and expand subscription revenue generated from our existing customers.
Our dollar-based net revenue retention rate as of March 31, 2022 and December
31, 2021 was approximately 127% and 126%, respectively.

We calculate our dollar-based net revenue retention rate as of the end of a period by using (a) the revenue from our customers during the twelve month period ending one year prior to such period as the denominator and (b) the revenue from those same customers during the twelve months ending as of the


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end of such period as the numerator. This calculation excludes revenue from new customers and any non-recurring revenue.



We have successfully increased ARR per paying customer over time and believe
this metric is an indicator of our ability to grow the long-term value of our
platform. We expect ARR per paying customer to continue to increase as customers
adopt our premium offerings and we continue to introduce new products and
functionality. Our ARR per paying customer as of March 31, 2022 and December 31,
2021 was $2,687 and $2,584, respectively. We define ARR per paying customer
during a given period as ARR from our paying customers at the end of the period
divided by the number of paying customers as of the end of the same period. We
define the number of paying customers as the number of unique business and
individual customers at the end of a particular period. We define a business
customer as all accounts that contain a common non-individual business email
domain (e.g., all subscriptions with an email domain of @XYZ.com will be
considered to be one customer), and an individual customer as an account that
uses an individual non-business email domain.

Sustaining Product and Technology Innovation



We have a strong track record of developing new products that have high adoption
rates among our paying customers. Our product development organization plays a
critical role in continuing to enhance the effectiveness and differentiation of
our technology in an evolving landscape and maximizing retention of our existing
customers. We intend to continue investing in product development to improve our
data assets, expand our products and enhance our technological capabilities.

Non-GAAP Financial Measures



In addition to our financial results determined in accordance with U.S.
generally accepted accounting principles ("GAAP"), we believe that free cash
flow and free cash flow margin, each a non-GAAP financial measure, are useful in
evaluating the performance of our business.

Free cash flow and free cash flow margin



We define free cash flow, a non-GAAP financial measure, as net cash provided by
operating activities less purchases of property and equipment and capitalized
software development costs. We define free cash flow margin as free cash flow
divided by total revenue. We monitor free cash flow and free cash flow margin as
two measures of our overall business performance, which enables us to analyze
our future performance without the effects of non-cash items and allow us to
better understand the cash needs of our business. While we believe that free
cash flow and free cash flow margin are useful in evaluating our business, free
cash flow and free cash flow margin are each a non-GAAP financial measure that
have limitations as an analytical tool, and free cash flow and free cash flow
margin should not be considered as an alternative to, or substitute for, net
cash used in operating activities in accordance with GAAP. The utility of each
of free cash flow and free cash flow margin as a measure of our liquidity is
further limited as each measure does not represent the total increase or
decrease in our cash balance for any given period. In addition, other companies,
including companies in our industry, may calculate free cash flow and free cash
flow margin differently or not at all, which reduces the usefulness of free cash
flow and free cash flow margin as tool for comparison. A summary of our cash
flows from operating, investing and financing activities is provided below. We
recommend that you review the reconciliation of free cash flow to net cash used
in operating activities, the most directly comparable GAAP financial measure,
and the reconciliation of free cash flow margin to net cash used in operating
activities (as a percentage of revenue), the most directly comparable GAAP
financial measure, provided below, and that you not rely on free cash flow, free
cash flow margin or any single financial measure to evaluate our business.

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                                                                      Three Months Ended March 31,
                                                                             (in thousands)
                                                                       2022                    2021
Net cash provided by operating activities                       $          8,026          $     9,007
Net cash used in investing activities                                    (16,656)              (1,139)
Net cash (used in) provided by financing activities                          (13)             128,468
Effect of exchange rate changes on cash and cash equivalents              (1,259)                   -
Net (decrease) increase in cash, cash equivalents and           $         (9,902)             136,336
restricted cash


                                                                     Three Months Ended March 31,
                                                                            (in thousands)
                                                                       2022                  2021
Net cash provided by operating activities                        $        8,026          $    9,007
Purchases of property and equipment                                        (370)               (166)
Capitalization of internal-use software costs                              (286)               (123)
Free cash flow                                                   $        7,370          $    8,718

Three Months Ended March 31,

(in thousands)


                                                                         2022                     2021
Net cash provided by operating activities (as a percentage of                 14.0  %                 22.5  %

revenue)


Purchases of property and equipment (as a percentage of revenue)              (0.6) %                 (0.4) %
Capitalization of internal-use software costs (as a percentage                (0.5) %                 (0.3) %
of revenue)
Free cash flow margin                                                         12.9  %                 21.8  %

Components of our Results of Operations

Revenue



We generate nearly all of our revenue from subscriptions to our online
visibility management platform under a SaaS model. Subscription revenue is
recognized ratably over the contract term beginning on the date on which we
provide the customer access to our platform. Our customers do not have the right
to take possession of our software. Our subscriptions are generally
non-cancellable during the contractual subscription term, however our
subscription contracts contain a right to a refund if requested within seven
days of purchase.

We offer our paid products to customers via monthly or annual subscription
plans, as well as one-time and ongoing add-ons. Our subscription-based model
enables customers to select a plan based on their needs and license our platform
on a per user per month basis.

As of March 31, 2022 we served approximately 87,000 paying customers in various
industries, and our revenue is not concentrated with any single customer or
industry. For the three months ended March 31, 2022 and 2021, no single customer
accounted for more than 10% of our revenue.

Cost of Revenue

Cost of revenue primarily consists of expenses related to hosting our platform, acquiring data, and providing support to our customers. These expenses are comprised of personnel and related costs, including salaries, benefits, incentive compensation, and stock-based compensation expense related to


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the management of our data centers, our customer support team and our customer
success team, and data acquisition costs. In addition to these expenses, we
incur third-party service provider costs, such as data center and networking
expenses, allocated overhead costs, depreciation and amortization expense
associated with our property and equipment, and amortization of capitalized
software development costs and other intangible assets. We allocate overhead
costs, such as rent and facility costs, certain information technology costs,
and employee benefit costs to all departments based on headcount. As such,
general overhead expenses are reflected in cost of revenue and each operating
expense category.

We expect our cost of revenue to increase in absolute dollars due to
expenditures related to the purchase of hardware, data, expansion, and support
of our data center operations and customer support teams. We also expect that
cost of revenue as a percentage of revenue will decrease over time as we are
able to achieve economies of scale in our business, although it may fluctuate
from period to period depending on the timing of significant expenditures. To
the extent that our customer base grows, we intend to continue to invest
additional resources in expanding the delivery capability of our products and
other services. The timing of these additional expenses could affect our cost of
revenue, both in terms of absolute dollars and as a percentage of revenue in any
particular quarterly or annual period.

Operating Expenses

Research and Development



Research and development expenses primarily consist of personnel and related
costs, including salaries, benefits, incentive compensation, stock-based
compensation, and allocated overhead costs. Research and development expenses
also include depreciation expense and other expenses associated with product
development. Other than internal-use software costs that qualify for
capitalization, research and development costs are expensed as incurred. We plan
to increase the dollar amount of our investment in research and development for
the foreseeable future as we focus on developing new products, features, and
enhancements to our platform. We believe that investing in the development of
new products, features, and enhancements improves customer experience, makes our
platform more attractive to new paying customers and provides us with
opportunities to expand sales to existing paying customers and convert free
customers to paying customers.

Sales and Marketing



Sales and marketing expenses primarily consist of personnel and related costs
directly associated with our sales and marketing department, including salaries,
benefits, incentive compensation, and stock-based compensation, online
advertising expenses, and marketing and promotional expenses, as well as
allocated overhead costs. We expense all costs as they are incurred, excluding
sales commissions identified as incremental costs to obtain a contract, which
are capitalized and amortized on a straight-line basis over the average period
of benefit, which we estimate to be two years. We expect that our sales and
marketing expenses will continue to increase, as both a percentage of sales and
in absolute dollars for the year ending December 31, 2022. New sales personnel
require training and may take several months or more to achieve productivity; as
such, the costs we incur in connection with the hiring of new sales personnel in
a given period are not typically offset by increased revenue in that period and
may not result in new revenue if these sales personnel fail to become
productive. We expect to increase our investment in sales and marketing as we
add new services, which will increase these expenses in absolute dollars. Over
the long term, we believe that sales and marketing expenses as a percentage of
revenue will vary depending upon the mix of revenue from new and existing
customers, as well as changes in the productivity of our sales and marketing
programs.

General and Administrative

General and administrative expenses primarily consist of personnel and related
expenses, including salaries, benefits, incentive compensation, and stock-based
compensation, associated with our finance,

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legal, human resources, and other administrative employees. Our general and
administrative expenses also include professional fees for external legal,
accounting, and other consulting services, insurance, depreciation and
amortization expense, as well as allocated overhead. We expect to increase the
size of our general and administrative functions to support the growth of our
business. We expect to continue to incur additional expenses as a result of
operating as a public company, including costs to comply with rules and
regulations applicable to companies listed on a U.S. securities exchange, costs
related to compliance and reporting obligations pursuant to the rules and
regulations of the SEC, increases in insurance premiums, investor relations and
professional services. We expect our general and administrative expenses to
increase for the foreseeable future, both in dollar amount and as a percentage
of revenue, in part due to the estimated costs of relocation of employees as a
result of the ongoing conflict in Ukraine. For more information on the risks of
geographic instability on our operations, see "Item 1A. Risk Factors-Most
Material Risks to Us-Instability in geographies where we have significant
operations and personnel, including in Russia, could have a material adverse
effect on our business, customers, and financial results".

Other Income, Net



Included in other income, net are foreign currency transaction gains and losses.
In accordance with ASC 830, Foreign Currency Matters, we redetermined our
functional currencies of our international locations as of January 1, 2022, when
it was determined the local currencies for these regions were most appropriate;
accordingly, for the three months ended March 31, 2022, the functional
currencies of our international locations were the local currencies for these
regions. For the three months ended March 31, 2021, the functional currency of
our international operations was the U.S. dollar except for Prowly, which is
Polish Zloty. Any differences resulting from the re-measurement of assets and
liabilities denominated in a currency other than the functional currency are
recorded within other income, net. We expect our foreign currency exchange gains
and losses to continue to fluctuate in the future as foreign currency exchange
rates change. Interest expense is related to our outstanding revolving credit
facility, as well as interest associated with outstanding capital leases.

Other income, net also includes amounts for other miscellaneous income and expense, and gains and losses, unrelated to our core operations. We have elected the fair value option in respect to the accounting for our convertible note investments, allowing for increases and decreases in the fair value of such investments to be recorded to other income (expense) for each reporting period.

Income Tax Provision



We operate in several tax jurisdictions and are subject to taxes in each country
or jurisdiction in which we conduct business. We account for income taxes in
accordance with the asset and liability method. Under this method, deferred tax
assets and liabilities are recognized based on temporary differences between the
financial reporting and income tax bases of assets and liabilities using
statutory rates. In addition, this method requires a valuation allowance against
net deferred tax assets if, based upon the available evidence, it is more likely
than not that some or all of the deferred tax assets will not be realized. To
date, we have incurred cumulative net losses and maintain a full valuation
allowance on our net deferred tax assets. We expect this trend to continue for
the foreseeable future. Our tax expense for the three months ended March 31,
2022 and 2021 primarily relates to income earned in certain foreign
jurisdictions.

Results of Operations



The following tables set forth information comparing our results of operations
in dollars and as a percentage of total revenue for the periods presented. The
period-to-period comparison of results is not necessarily indicative of results
for future periods.

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                                        Three Months Ended
                                            March 31,
                                          (in thousands)
                                        2022           2021
Revenue                             $   57,128      $ 39,998
Cost of revenue (1)                     11,587         8,773
Gross profit                            45,541        31,225
Operating expenses
Sales and marketing (1)                 25,830        16,457
Research and development (1)             8,138         5,358

General and administrative (1) 14,163 7,904 Total operating expenses

                48,131        29,719
(Loss) income from operations           (2,590)        1,506
Other income, net                          159            51

(Loss) income before income taxes       (2,431)        1,557
Provision for income taxes                 140            86
Net (loss) income                   $   (2,571)     $  1,471


__________________

(1)Includes stock-based compensation expense as follows:



                                                    Three Months Ended
                                                         March 31,
                                                      2022             2021
                                                      (in thousands)
             Cost of revenue                  $       11              $   7
             Sales and marketing                     133                190
             Research and development                149                 67
             General and administrative              639                329
             Total stock-based compensation   $      932              $ 593



The following table sets forth our unaudited condensed consolidated statements
of operations data expressed as a percentage of revenue for the periods
indicated:

                                                     Three Months Ended
                                                          March 31,
                                                       2022                        2021
                                             (as a percentage of total revenue)
Revenue                                                                 100  %     100  %
Cost of revenue                                                          20  %      22  %
Gross profit                                                             80  %      78  %
Operating expenses
Sales and marketing                                                      45  %      41  %
Research and development                                                 14  %      13  %
General and administrative                                               25  %      20  %
Total operating expenses                                                 84  %      74  %
(Loss) income from operations                                            (5) %       4  %
Other income, net                                                         -  %       -  %
(Loss) income before income taxes                                        (4) %       4  %
Provision for income taxes                                                -  %       -  %
Net (loss) income                                                        (5) %       4  %


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Comparison of the Three Months Ended March 31, 2022 and 2021

Revenue



Our revenue during the three months ended March 31, 2022 and 2021 was as
follows:

                   Three Months Ended
                        March 31,                       Change
                    2022               2021        Amount         %
                        (dollars in thousands)
Revenue     $            57,128        39,998    $ 17,130        43  %



Revenue increased in all regions. The majority of this increase was driven by an
increase in the number of paying customers from 72,000 as of March 31, 2021 to
over 87,000 as of March 31, 2022. The increase in revenue for the three months
ended March 31, 2022 was also driven by growth in user licenses per customer,
add-ons, and attach rates. We define attach rates as the ratio of the number of
paying customers who purchase specific add-ons to the number of total paying
customers.

Revenue based upon the locations of our paying customers during the three months ended March 31, 2022 and 2021 was as follows:



                                             Three Months Ended
                                                 March 31,
                                             2022           2021
                                               (in thousands)
                        Revenue:
                        United States    $   25,822      $ 18,132
                        United Kingdom        5,877         4,195
                        Other                25,429        17,671
                        Total revenue    $   57,128      $ 39,998

Cost of Revenue, Gross Profit and Gross Margin



                                       Three Months Ended
                                           March 31,                    Change
                                      2022           2021          Amount         %
                                            (dollars in thousands)
                 Cost of revenue   $ 11,587       $  8,773       $  2,814        32  %
                 Gross profit      $ 45,541       $ 31,225       $ 14,316        46  %
                 Gross margin          79.7  %        78.1  %


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The increase in cost of revenue for the three months ended March 31, 2022
compared to the three months ended March 31, 2021 was primarily due to the
following changes:

                                         Three Months Ended March 31, 2022
                                                       Change
                                                   (in thousands)
        Personnel costs                 $                              490
        Hosting fees                                                   495
        Integration and data costs                                     563
        Merchant fees                                                  933
        Depreciation and amortization                                  356
        Other                                                          (23)
        Cost of revenue                 $                            2,814



For the three months ended March 31, 2022, cost of revenue increased by $2.8
million. Personnel costs increased primarily as a result of a 39% increase in
headcount from the prior year quarter, as we continue to grow our Customer
Support and Customer Success teams to support our customer growth. Hosting fees
increased, driven by the additional costs associated with our growth in
subscription revenue and the additional costs associated with expanding our
relationships with our current paying subscribers. Integration and data costs
increased primarily as a result of increasing costs incurred related to new
products and customer growth. Merchant fees increased with sales growth.

Operating Expenses

Sales and Marketing

                                  Three Months Ended
                                      March 31,                    Change
                                 2022           2021         Amount         %
                                      (dollars in thousands)
Sales and marketing           $ 25,830       $ 16,457       $ 9,373        57  %
Percentage of total revenue       45.2  %        41.1  %



The increase in sales and marketing expense for the three months ended March 31,
2022 compared to the three months ended March 31, 2021 was primarily due to the
following:

                                           Three Months Ended March 31, 2022
                                                         Change
                                                     (in thousands)
      Personnel costs                     $                            3,897
      Marketing and advertising expense                                4,273
      Other                                                            1,203
      Sales and marketing                 $                            9,373


For the three months ended March 31, 2022, sales and marketing expense increased
by $9.4 million. This increase was partially driven by an increase in personnel
costs due to a 36% increase in headcount

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as we continue to expand our sales and marketing teams to grow our customer
base. Personnel costs include the amortization of capitalized commission costs,
which increased in the three months ended March 31, 2022, compared to the
corresponding period of the prior year. Advertising expense increased primarily
as a result of increasing expenses to acquire new paying customers.

Research and Development

                                  Three Months Ended
                                      March 31,                    Change
                                  2022           2021        Amount         %
                                      (dollars in thousands)
Research and development      $   8,138       $ 5,358       $ 2,780        52  %
Percentage of total revenue        14.2  %       13.4  %



For the three months ended March 31, 2022, research and development costs
increased by $2.8 million, primarily as a result of a 24% increase in headcount
compared to the corresponding period of the prior year, and increased employee
costs due to the competitive labor market, as we continue to expand our product
development teams.

General and Administrative



                                  Three Months Ended
                                      March 31,                    Change
                                  2022           2021        Amount         %
                                      (dollars in thousands)

General and administrative $ 14,163 $ 7,904 $ 6,259 79 % Percentage of total revenue 24.8 % 19.8 %





The increase in general and administrative expense for the three months ended
March 31, 2022 compared to the three months ended March 31, 2021 was primarily
due to the following:

                                        Three Months Ended March 31, 2022
                                                      Change
                                                  (in thousands)
          Personnel costs              $                            2,505
          Dues and subscriptions                                    1,354
          Professional services                                     1,015
          Business insurance                                          879
          Rent and office expenses                                    412
          Other                                                        94
          General and administrative   $                            6,259


For the three months ended March 31, 2022, general and administrative expense
increased by $6.3 million. This increase was primarily driven by a 16% increase
in headcount as we continue to expand our accounting and reporting, legal and
compliance, security, IT and internal support teams. Included in personnel costs
is a 94% increase in stock-based compensation expense applicable to these teams
for the three months ended March 31, 2022. Dues and subscriptions, professional
services, business insurance and office rent increases are related to our
company growth and the higher costs associated with being a public company.

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Other Income, Net

                                    Three Months Ended
                                         March 31,                     Change
                                  2022                 2021       Amount        %
                                        (dollars in thousands)
Other income, net             $     159               $ 51       $  108       212  %
Percentage of total revenue         0.3   %            0.1  %



The increase in other income for the three months ended March 31, 2022 was primarily due to a net increase in the value of our convertible notes investments, partially offset by realized and unrealized foreign exchange gains and losses from transactions associated with our international activities.

Provision for Income Taxes



                                    Three Months Ended
                                         March 31,                     Change
                                  2022                 2021       Amount        %
                                        (dollars in thousands)
Provision for income taxes    $     140               $ 86       $   54        63  %
Percentage of total revenue         0.2   %            0.2  %


The provision for income taxes is primarily attributable to earnings in our foreign jurisdictions.

Liquidity and Capital Resources



Our principal sources of liquidity have been the net proceeds of our initial
public offering in March 2021 (the "IPO") and our follow-on offering in November
2021, which totaled $213.8 million, after deducting underwriting discounts and
offering expenses paid or payable by us, and the net proceeds we received
through private sales of equity securities, as well as sales of premium
subscriptions to our platform.

As of March 31, 2022, we had cash and cash equivalents of $259.8 million and
accounts receivable of $2.8 million. With the exception of the three month
period ended March 31, 2021, we have generated losses from operations since
inception. We expect to continue to incur operating losses and negative cash
flows for the foreseeable future due to the investments in our business we
intend to make as described above.

Our principal uses of cash in recent periods have been to fund operations, invest in capital expenditures, and strategically acquire new businesses. This cash is held in deposits and money market funds.



We believe our existing cash will be sufficient to meet our operating and
capital needs for at least the next 12 months. Our future capital requirements
will depend on many factors, including our subscription growth rate,
subscription renewal activity, billing frequency, the timing and extent of
spending to support our research and development efforts, the expansion of sales
and marketing activities, the introduction of new and enhanced product
offerings, and the continuing market acceptance of our platform and products. In
the future, we may enter into arrangements to acquire or invest in complementary
companies, products, and technologies, including intellectual property rights.
We may be required to seek additional equity or debt financing. In the event
that additional financing is required from outside sources, we may not be able
to raise it on terms acceptable to us, or at all. If we are unable to raise
additional capital or

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generate cash flows necessary to expand our operations, our business, results of operations, and financial condition could be adversely affected.

Our Credit Facility



We have a senior secured credit facility that consists of a $45.0 million
revolving credit facility and a letter of credit sub-facility with an aggregate
limit equal to the lesser of $5.0 million and the aggregate unused amount of the
revolving commitments then in effect. The availability of the credit facility is
subject to the borrowing base based on an advance rate of 400% multiplied by
annualized retention applied to monthly recurring revenue. The credit facility
has a maturity of three years and will mature on January 12, 2024. On March 15,
2022, we entered into a second amendment to the Credit Agreement in order to (i)
waive certain requirements concerning permitted acquisitions and (ii)
incorporate certain technical amendments to facilitate the transition away from
LIBOR.

Borrowings under our credit facility bear interest at our option at (i) LIBOR,
subject to a 0.50% floor, plus a margin, or (ii) the alternate base rate,
subject to a 3.25% floor (or 1.50% prior to positive consolidated adjusted
earnings before interest, taxes, depreciation, and amortization ("adjusted
EBITDA") for the twelve months most recently ended), plus a margin. For LIBOR
borrowings, the applicable rate margin is 2.75% (or 3.50% prior to positive
consolidated adjusted EBITDA as of the twelve months most recently ended). For
base rate borrowings, the applicable margin is 0.00% (or 2.50% prior to positive
consolidated adjusted EBITDA as of the twelve months most recently ended). We
are also required to pay a 0.25% per annum fee on undrawn amounts under our
revolving credit facility, payable quarterly in arrears. As of March 31, 2022,
we had not drawn on this revolving credit facility.


Operating Activities



Our largest source of operating cash is cash collections from our customers for
subscription services. Our primary uses of cash from operating activities are
for online advertising, personnel costs across the sales and marketing and
product and development departments, and hosting costs.

Net cash provided by operating activities during the three months ended
March 31, 2022 was $8.0 million, which resulted from a net loss of $2.6 million
adjusted for non-cash charges of $4.1 million and a net cash inflow of $6.5
million from changes in operating assets and liabilities. Non-cash charges
primarily consisted of $2.1 million for amortization of deferred contract
acquisition costs related to capitalized commissions, $1.5 million of
depreciation and amortization expense, and $0.9 million of stock-based
compensation expense. The changes in operating assets and liabilities was
primarily the result of a $6.6 million increase in deferred revenue due to the
addition of new customers and expansion of the business, a $2.3 million increase
in accounts payable, a $1.2 million decrease in prepaid expenses and other
current assets, and a $0.5 million increase in other long-term liabilities.
These inflows were partially offset by a $2.9 million increase in deferred
contract costs, a $0.9 million decrease in accrued expenses, and a $0.4 million
increase in accounts receivable.

Net cash provided by operating activities during the three months ended March
31, 2021 was $9.0 million, which resulted from a net income of $1.5 million
adjusted for non-cash charges of $2.3 million and a net cash inflow of $5.2
million from changes in operating assets and liabilities. Non-cash charges
primarily consisted of $0.5 million of depreciation and amortization expense,
$1.3 million for amortization of deferred contract acquisition costs related to
capitalized commissions, and $0.6 million of stock-based compensation expense.
The changes in operating assets and liabilities was primarily the result of a
$5.6 million increase in deferred revenue due to the addition of new customers
and expansion of the business, a $2.4 million increase in accrued expenses, and
a $1.6 million increase in accounts payable. These inflows were partially offset
by a $2.4 million increase in deferred contract costs, a $1.0 million increase
in prepaid expenses and other current assets, and a $1.0 million increase in
accounts receivable.

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Investing Activities



Net cash used in investing activities for the three months ended March 31, 2022
and 2021 was $16.7 million and $1.1 million, respectively. The increase of $15.6
million of cash used in investing activities was primarily related to the
one-time acquisitions of Backlinko and Kompyte in January 2022 and March 2022,
respectively, totaling $14.0 million, the investment in convertible debt
securities of $2.0 million and, to a lesser extent, an increase in the purchases
of computer equipment and hardware and in capitalized costs associated with
internal use software. During the three months ended March 31, 2021, cash used
in investing activities also included $0.5 million paid for two convertible debt
securities.

Financing Activities

Net cash provided by financing activities for the three months ended March 31,
2022 was insignificant and consisted of cash inflows relating to the exercises
of stock options and cash outflows relating to payments on capital leases. Net
cash provided by financing activities for the three months ended March 31, 2021
was $128.5, primarily consisting of the net proceeds from the IPO.

Contractual Obligations and Commitments and Off-Balance Sheet Arrangements



As of March 31, 2022, our contractual obligations consisted of: (i) operating
lease commitments of $11.9 million, of which $3.1 million is due in 2022 and
$8.8 million is due thereafter, (ii) capital lease commitments of $5.0 million,
of which $1.8 million is due in 2022 and $3.2 million is due thereafter, and
(iii) other purchase obligations of $26.8 million, a majority of which are due
in 2022. Please refer to Note 14 "Commitments and Contingencies" to the
Unaudited Condensed Consolidated Financial Statements appearing elsewhere in
this Quarterly Report on Form 10-Q for a discussion on our lease and purchase
commitments.

As of March 31, 2022, we did not have any relationships with any entities or
financial partnerships, such as structured finance or special purpose entities,
that would have been established for the purpose of facilitating off-balance
sheet arrangements or other purposes. As a result, we are not exposed to related
financing, liquidity, market or credit risks that could arise if we had engaged
in those types of arrangements.

Recent Accounting Pronouncements

Refer to the section titled "Recent Accounting Pronouncements" in Note 2 of the notes to our Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for more information.

Critical Accounting Policies and Estimates



Our Unaudited Condensed Consolidated Financial Statements are prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these Unaudited Condensed Consolidated Financial Statements
in conformity with GAAP requires management to make estimates, judgments, and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
periods. On an ongoing basis, we evaluate our estimates and assumptions. Our
actual results may differ from these estimates.

Our critical accounting policies are described under the heading Item 7A.
Management's Discussion and Analysis of Financial Condition and Results of
Operations-Critical Accounting Policies and Estimates in our Annual Report on
Form 10-K and in Note 2 of the notes to our Unaudited Condensed Consolidated
Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

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