Cover
Cover | 9 Months Ended |
Sep. 30, 2022 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Sep. 30, 2022 |
Document Transition Report | false |
Entity File Number | 001-40321 |
Entity Registrant Name | ALKAMI TECHNOLOGY, INC. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 45-3060776 |
Entity Address, Address Line One | 5601 Granite Parkway, |
Entity Address, Address Line Two | Suite 120 |
Entity Address, City or Town | Plano, |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 75204 |
City Area Code | 877 |
Local Phone Number | 725-5264 |
Title of 12(b) Security | Common Stock, $0.001 par value per share |
Trading Symbol | ALKT |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 91,477,997 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q3 |
Entity Central Index Key | 0001529274 |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 96,636 | $ 308,581 |
Marketable securities | 112,215 | 0 |
Accounts receivable, net | 26,304 | 20,821 |
Deferred implementation costs, current | 7,053 | 6,272 |
Prepaid expenses and other current assets | 13,108 | 9,487 |
Total current assets | 255,316 | 345,161 |
Property and equipment, net | 13,468 | 11,828 |
Deferred implementation costs, net of current portion | 21,013 | 17,991 |
Intangibles, net | 44,290 | 11,164 |
Goodwill | 146,036 | 48,091 |
Other assets | 5,162 | 2,275 |
Total assets | 485,285 | 436,510 |
Current liabilities | ||
Current portion of long-term debt | 2,125 | 1,563 |
Accounts payable | 3,214 | 3,649 |
Accrued liabilities | 25,276 | 19,083 |
Deferred rent and tenant allowance, current | 750 | 705 |
Deferred revenues, current portion | 8,673 | 8,198 |
Total current liabilities | 40,038 | 33,198 |
Long-term debt, net | 82,415 | 23,053 |
Deferred revenues, net of current portion | 13,597 | 13,873 |
Deferred rent and tenant allowance, net of current portion | 4,620 | 5,190 |
Deferred income taxes | 341 | 85 |
Other non-current liabilities | 16,400 | 16,500 |
Total liabilities | 157,411 | 91,899 |
Commitments and contingencies (Note 11 and 13) | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock, $0.001 par, 10,000,000 shares authorized and 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.001 par, 500,000,000 shares authorized; and 91,477,997 and 89,954,657 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 91 | 90 |
Additional paid-in capital | 695,324 | 658,374 |
Accumulated deficit | (367,541) | (313,853) |
Total stockholders’ equity | 327,874 | 344,611 |
Total liabilities and stockholders' equity | $ 485,285 | $ 436,510 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 91,477,997 | 89,954,657 |
Common stock, outstanding (in shares) | 91,477,997 | 89,954,657 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Income Statement [Abstract] | |||||
Revenues | $ 53,412 | $ 39,761 | $ 148,732 | $ 109,724 | |
Cost of revenues | [1] | 25,844 | 17,387 | 69,081 | 49,064 |
Gross profit | 27,568 | 22,374 | 79,651 | 60,660 | |
Operating expenses: | |||||
Research and development | 18,222 | 12,877 | 48,973 | 35,897 | |
Sales and marketing | 9,721 | 7,216 | 27,822 | 17,858 | |
General and administrative | 18,337 | 12,415 | 54,114 | 34,348 | |
Acquisition-related expenses, net | 737 | 915 | 155 | 2,177 | |
Amortization of acquired intangibles | 370 | 93 | 796 | 274 | |
Total operating expenses | 47,387 | 33,516 | 131,860 | 90,554 | |
Loss from operations | (19,819) | (11,142) | (52,209) | (29,894) | |
Non-operating income (expense): | |||||
Interest income | 851 | 223 | 1,383 | 364 | |
Interest expense | (1,185) | (300) | (2,336) | (908) | |
Loss on financial instruments | (59) | 0 | (446) | (3,035) | |
Loss before income taxes | (20,212) | (11,219) | (53,608) | (33,473) | |
Provision (benefit) for income taxes | (163) | 0 | 80 | 0 | |
Net loss | (20,049) | (11,219) | (53,688) | (33,473) | |
Less: cumulative dividends and adjustments to redeemable convertible preferred stock | 0 | 0 | 0 | (277) | |
Net loss attributable to common stockholders, basic | (20,049) | (11,219) | (53,688) | (33,750) | |
Net loss attributable to common stockholders, diluted | $ (20,049) | $ (11,219) | $ (53,688) | $ (33,750) | |
Net loss per share attributable to common stockholders: | |||||
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (0.22) | $ (0.13) | $ (0.59) | $ (0.60) | |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (0.22) | $ (0.13) | $ (0.59) | $ (0.60) | |
Weighted average number of shares of common stock outstanding: | |||||
Weighted average number of common shares outstanding - basic (in shares) | 91,182,235 | 87,641,416 | 90,703,061 | 56,320,288 | |
Weighted average number of common shares outstanding - diluted (in shares) | 91,182,235 | 87,641,416 | 90,703,061 | 56,320,288 | |
[1]Includes amortization of acquired technology of $1.4 million and $0.1 million for the three months ended September 30, 2022 and 2021, respectively, and $2.6 million and $0.4 million for the nine months ended September 30, 2022 and 2021, respectively. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Amortization of acquired intangibles | $ 1.7 | $ 0.2 | $ 3.4 | $ 0.6 |
Technology | ||||
Amortization of acquired intangibles | $ 1.4 | $ 0.1 | $ 2.6 | $ 0.4 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 72,225,916 | |||
Beginning balance at Dec. 31, 2020 | $ 443,263 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||
Payment of Series B Dividend upon initial public offering | (4,969) | |||
Cumulative dividends and adjustments to redeemable convertible preferred stock | $ 277 | |||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | (72,225,916) | |||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | $ (438,571) | |||
Ending balance (in shares) at Sep. 30, 2021 | 0 | |||
Ending balance at Sep. 30, 2021 | $ 0 | |||
Beginning balance (in shares) at Dec. 31, 2020 | 4,909,529 | |||
Beginning balance at Dec. 31, 2020 | (263,523) | $ 5 | $ 0 | $ (263,528) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 7,793 | 7,793 | ||
Exercised stock options (in shares) | 4,120,002 | |||
Exercised stock options | 6,417 | $ 4 | 6,413 | |
Exercised warrants (in shares) | 211,323 | |||
Exercised warrants | 645 | 645 | ||
Cumulative dividends and adjustments to redeemable convertible preferred stock | (277) | (277) | ||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions (in shares) | 6,900,000 | |||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions | 192,810 | $ 7 | 192,803 | |
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | 72,225,916 | |||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | 438,570 | $ 72 | 438,498 | |
Conversion of redeemable convertible preferred stock warrants to common stock warrants upon initial public offering | 5,727 | 5,727 | ||
Costs in connection with initial public offering | (5,674) | (5,674) | ||
Repurchase of common stock (in shares) | (218,917) | |||
Repurchase of common stock | (3,497) | 6 | (3,503) | |
Net loss | (33,473) | 0 | (33,473) | |
Ending balance (in shares) at Sep. 30, 2021 | 88,147,853 | |||
Ending balance at Sep. 30, 2021 | $ 345,518 | $ 88 | 645,934 | (300,504) |
Beginning balance (in shares) at Jun. 30, 2021 | 0 | |||
Beginning balance at Jun. 30, 2021 | $ 0 | |||
Ending balance (in shares) at Sep. 30, 2021 | 0 | |||
Ending balance at Sep. 30, 2021 | $ 0 | |||
Beginning balance (in shares) at Jun. 30, 2021 | 87,186,730 | |||
Beginning balance at Jun. 30, 2021 | 351,259 | $ 87 | 640,457 | (289,285) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 3,352 | 3,352 | ||
Exercised stock options (in shares) | 749,800 | |||
Exercised stock options | 1,481 | $ 1 | 1,480 | |
Exercised warrants (in shares) | 211,323 | |||
Exercised warrants | 645 | 645 | ||
Net loss | (11,219) | (11,219) | ||
Ending balance (in shares) at Sep. 30, 2021 | 88,147,853 | |||
Ending balance at Sep. 30, 2021 | $ 345,518 | $ 88 | 645,934 | (300,504) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||
Beginning balance at Dec. 31, 2021 | $ 0 | |||
Ending balance (in shares) at Sep. 30, 2022 | 0 | |||
Ending balance at Sep. 30, 2022 | $ 0 | |||
Beginning balance (in shares) at Dec. 31, 2021 | 89,954,657 | |||
Beginning balance at Dec. 31, 2021 | 344,611 | $ 90 | 658,374 | (313,853) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 33,596 | 33,596 | ||
Issuance of common stock upon restricted stock unit vesting (in shares) | 392,337 | |||
Common stock issued under Employee Stock Purchase Plan (ESPP) (in shares) | 199,887 | |||
Common stock issued under Employee Stock Purchase Plan (ESPP) | 1,841 | 1,841 | ||
Exercised stock options (in shares) | 931,116 | |||
Exercised stock options | 2,110 | $ 1 | 2,109 | |
Payments for taxes related to net settlement of equity awards | (596) | (596) | ||
Net loss | (53,688) | (53,688) | ||
Ending balance (in shares) at Sep. 30, 2022 | 91,477,997 | |||
Ending balance at Sep. 30, 2022 | $ 327,874 | $ 91 | 695,324 | (367,541) |
Beginning balance (in shares) at Jun. 30, 2022 | 0 | |||
Beginning balance at Jun. 30, 2022 | $ 0 | |||
Ending balance (in shares) at Sep. 30, 2022 | 0 | |||
Ending balance at Sep. 30, 2022 | $ 0 | |||
Beginning balance (in shares) at Jun. 30, 2022 | 91,036,107 | |||
Beginning balance at Jun. 30, 2022 | 335,545 | $ 91 | 682,946 | (347,492) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 12,147 | 12,147 | ||
Issuance of common stock upon restricted stock unit vesting (in shares) | 114,029 | |||
Issuance of common stock upon restricted stock unit vesting | 0 | |||
Common stock issued under Employee Stock Purchase Plan (ESPP) (in shares) | 0 | |||
Common stock issued under Employee Stock Purchase Plan (ESPP) | 0 | 0 | ||
Exercised stock options (in shares) | 327,861 | |||
Exercised stock options | 827 | 827 | ||
Payments for taxes related to net settlement of equity awards | (596) | (596) | ||
Net loss | (20,049) | (20,049) | ||
Ending balance (in shares) at Sep. 30, 2022 | 91,477,997 | |||
Ending balance at Sep. 30, 2022 | $ 327,874 | $ 91 | $ 695,324 | $ (367,541) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | ||
Cash flows from operating activities: | |||
Net loss | $ (53,688) | $ (33,473) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization expense | 5,512 | 2,384 | |
Accrued interest on marketable securities, net | (67) | 0 | |
Stock-based compensation expense | 33,596 | 7,793 | |
Amortization of debt issuance costs | 112 | 39 | |
Gain on revaluation of contingent consideration | (2,700) | 0 | |
Loss on financial instruments | 446 | 3,035 | |
Deferred taxes | (80) | 0 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (3,688) | (5,741) | |
Prepaid expenses and other current assets | (2,802) | (689) | |
Accounts payable and accrued liabilities | 3,590 | 12,758 | |
Deferred implementation costs | (3,804) | (1,612) | |
Deferred rent and tenant allowances | (525) | (397) | |
Deferred revenues | 53 | (899) | |
Net cash used in operating activities | (24,045) | (16,802) | |
Cash flows from investing activities: | |||
Purchase of marketable securities | (164,093) | 0 | |
Proceeds from maturities and redemptions of marketable securities | 51,500 | 0 | |
Purchases of property and equipment | (964) | (870) | |
Capitalized software development costs | (2,778) | (1,275) | |
Acquisition of business, net of cash acquired | [1] | (131,339) | (18,326) |
Net cash used in investing activities | (247,674) | (20,471) | |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 85,000 | 0 | |
Principal payments on debt | (24,688) | 0 | |
Debt issuance costs paid | (773) | 0 | |
Proceeds from exercise of warrants | 0 | 645 | |
Proceeds from ESPP issuance | 1,841 | 0 | |
Payments for taxes related to net settlement of equity awards | (596) | 0 | |
Proceeds from stock option exercises | 2,109 | 6,417 | |
Deferred IPO issuance costs paid | 0 | (4,520) | |
Repurchase of common stock | 0 | (3,497) | |
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and commissions | 0 | 192,810 | |
Payment of Series B dividend | 0 | (4,969) | |
Net cash provided by financing activities | 62,893 | 186,886 | |
Net (decrease) increase in cash and cash equivalents and restricted cash | (208,826) | 149,613 | |
Cash and cash equivalents and restricted cash, beginning of period | 312,954 | 171,663 | |
Cash and cash equivalents and restricted cash, end of period | $ 104,128 | $ 321,276 | |
[1]See Note 3 for additional information regarding noncash investing activities for the nine months ended September 30, 2022 and 2021, related to the acquisition of MK. |
Organization
Organization | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Description of Business Alkami Technology, Inc. (the “Company”) is a cloud-based digital banking solutions provider. The Company inspires and empowers community, regional and super-regional financial institutions (“FIs”) to compete with large, technologically advanced and well-resourced banks in the United States. The Company’s solution, the Alkami Platform, allows FIs to onboard and engage new users, accelerate revenues and meaningfully improve operational efficiency, all with the support of a proprietary, true cloud-based, multi-tenant architecture. The Company cultivates deep relationships with its clients through long-term, subscription-based contractual arrangements, aligning its growth with its clients’ success and generating an attractive unit economic model. The Company was incorporated in Delaware in August 2011, and its principal offices are located in Plano, Texas. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The accompanying financial statements reflect the application of significant accounting policies as described below. Basis of Presentation and Consolidation The interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. All intercompany accounts and transactions are eliminated. In the Company's opinion, the accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal, recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2021, which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on February 25, 2022. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2022. The Company has no sources of other comprehensive income, and accordingly, net loss presented each period is the same as comprehensive loss. Reclassification. Acquisition-related expenses, net and amortization of acquired intangibles previously included in general and administrative expense and sales and marketing expense, respectively, were reclassified into separate individual captions within the condensed consolidated statement of operations to conform with the current year presentation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions include determining the timing and amount of revenue recognition, recoverability and amortization period related to costs to obtain and fulfill contracts, deferred implementation costs, revaluation of contingent consideration, and business combinations. Restricted Cash The Company defines restricted cash as cash that is legally restricted as to withdrawal or usage. The amounts included in restricted cash on the condensed consolidated balance sheets at September 30, 2022 and December 31, 2021 represent the additional cash proceeds in deposit with an escrow agent for satisfaction of contingent consideration related to the acquisition of ACH Alert, LLC (“ACH Alert”). In addition, restricted cash representing additional cash proceeds in deposit with an escrow agent for satisfaction of a holdback provision related to the acquisitions of MK Decisioning Systems, LLC (“MK”) and Segmint Inc. (“Segmint”) is included in the condensed consolidated balance sheets at September 30, 2022 and December 31, 2021. See Note 3 for further information. September 30, December 31, (in thousands) 2022 2021 Cash and cash equivalents $ 96,636 $ 308,581 Restricted cash included in Prepaid expenses and other current assets 4,392 3,373 Restricted cash included in Other assets 3,100 1,000 Total cash and cash equivalents and restricted cash $ 104,128 $ 312,954 Marketable Securities The Company classifies its fixed income marketable securities as trading securities based on its intentions with regard to these instruments. Accordingly, marketable securities are reported at fair value, with all unrealized holding gains and losses reflected in the condensed consolidated statements of operations. Capitalized Software Development Costs Software development costs relate primarily to software coding, systems interfaces, and testing of the Company’s proprietary systems and are accounted for in accordance with ASC 350-40, Internal Use Software. Internal software development costs are capitalized from the time the internal use software is in the application development stage until the software is ready for use. Business analysis, system evaluation, and software maintenance costs are expensed as incurred. The capitalized software development costs are reported in property and equipment, net in the condensed consolidated balance sheets. The Company had $5.3 million and $2.6 million in capitalized internal software development costs as of September 30, 2022 and December 31, 2021, respectively. Capitalized software development costs are amortized using the straight-line method over the estimated useful life of the software, generally three Contract Balances Client contracts under which revenues have been recognized while the Company is not yet able to invoice results in contract assets. Generally, contract assets arise as a result of reallocating revenues when discounts are more heavily weighted in the early years of a multi-year contract or the client contract has substantive minimum fees that escalate over the term of the contract. Contract assets totaled $0.5 million and $0.7 million as of September 30, 2022 and December 31, 2021, respectively, which are included in other assets in the accompanying condensed consolidated balance sheets. Contract liabilities are comprised of billings or payments received from the Company’s clients in advance of performance under the contract and are represented in deferred revenues in the condensed consolidated balance sheets. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842),” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the consolidated balance sheets and disclosing key information about leasing arrangements. The Company anticipates that the adoption of Topic 842 will impact its consolidated balance sheets as most of its operating lease commitments will be subject to the new standard and recognized as right-of-use assets and corresponding operating lease liabilities upon the adoption of ASU 2016-02. The Company expects to adopt the standard in fiscal year 2022 using the modified retrospective transition approach and for interim periods beginning 2023. The Company continues to evaluate quantitative impacts that the adoption of this standard will have. The Company expects total assets and liabilities reported will increase relative to such amounts prior to adoption. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326),” which modifies the measurement of expected credit losses of certain financial instruments with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The effective date for adoption of the new standard was delayed until calendar years beginning after December 15, 2022, with early adoption permitted. The Company expects to adopt the standard in its annual report on Form 10-K for the year ending December 31, 2022 and for interim periods beginning in 2023. This ASU is not expected to have a material impact on the Company’s financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if the acquiring entity had originated the related revenue contracts. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including interim |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combination ACH Alert, LLC On October 4, 2020, the Company announced the acquisition of substantially all of the assets of ACH Alert for approximately $25 million in cash consideration. The ACH Alert acquisition also involved $4.9 million of additional cash consideration that the Company placed on deposit with an escrow agent to be paid upon the continued employment of one of the owners of ACH Alert, of which $2.5 million was paid in October 2021 and $2.4 million was paid in October 2022. The Company has classified the amounts held in escrow as restricted cash on the condensed consolidated balance sheets and is accruing the estimated payouts over the requisite service period as a component of acquisition-related expenses on the condensed consolidated statements of operations. For the three and nine months ended September 30, 2022, the Company recognized compensation expense of $0.5 million and $1.7 million, respectively, and for the three and nine months ended September 30, 2021, the Company recognized compensation expense of $0.6 million and $1.9 million, respectively, related to this agreement. MK Decisioning Systems, LLC On September 10, 2021, the Company acquired substantially all of the assets of MK for approximately $20 million in cash consideration due at closing subject to a $2 million holdback provision held in escrow with $1 million to be released at the 12-month anniversary of close and the remainder to be released at the 18-month anniversary of close. The Company also agreed to assume certain liabilities associated with MK’s business. The integrated set of assets and activities acquired from MK through the acquisition meet the definition of a business under ASC 805, as updated by ASU 2017-01. In addition to the base purchase price, the MK acquisition also included a potential earn-out that is tied to revenue of MK from sales of its products and services within two 12-month periods (the “First Earn-Out Period” and “Second Earn-Out Period”), with the First Earn-Out Period beginning on January 1, 2022 and ending on December 31, 2022 and the Second Earn-Out Period beginning on January 1, 2023 and ending on December 31, 2023. Pursuant to the terms and conditions set forth in the purchase agreement, the earn-out amount payable, if any, to the former owners, will be a maximum of $7.5 million and $17.5 million for the First Earn-Out Period and Second Earn-Out Period, respectively, contingent on achievement of certain revenue milestones. In certain circumstances within both Earn-Out Periods, the earn-out amounts are payable in a mix of cash and shares (based on a reference price of $35 and limited to $20 million in earn-out shares) of the Company’s common stock subject to the election of the former owners. Earn-out amounts, if any, would be payable no later than 170 days after the end of each Earn-Out Period. The Company has classified the amounts held in escrow as restricted cash on the condensed consolidated balance sheets. The fair value of the contingent earn-out both upon acquisition and as of December 31, 2021 was $15.5 million, for which the balance was included in Other non-current liabilities on the condensed consolidated balance sheets. This initial estimated fair value was included as contingent consideration in the total purchase price. The Company remeasures the fair value of the contingent consideration on an ongoing basis and records the adjustment to the condensed consolidated statements of operations. For the three and nine months ended September 30, 2022, the Company recorded a gain on revaluation of contingent consideration of $0 and $2.7 million, respectively. As of September 30, 2022, the fair value of the contingent earn-out was $12.8 million. Assumptions used to estimate the fair value of contingent consideration include various financial metrics (revenue performance targets and stock price forecasts) and the probability of achieving the specific targets using a geometric binomial model. Based on the final purchase accounting, the Company estimated that approximately 62% of the maximum $25 million contingent consideration would be paid to the seller in accordance with the terms of the purchase agreement. As of September 30, 2022, the Company determined that approximately 51% of the maximum $25 million contingent consideration would be paid to the seller in accordance with the terms of the purchase agreement. Transaction costs included in the condensed consolidated statements of operations for both the three and nine months ended September 30, 2021 were $0.3 million. For the nine months ended September 30, 2022 and 2021, the Company had noncash investing activities of $12.8 million and $17.5 million, respectively, related to unpaid consideration for the acquisition of MK. Segmint Inc. On April 25, 2022, the Company consummated its previously announced merger with Segmint pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated March 25, 2022 with Segmint surviving as a wholly owned subsidiary of the Company. Segmint operates a marketing analytics and messaging delivery platform with patented software that enables financial institutions and merchants to understand and leverage data, interact with customers and measure results. The aggregate consideration paid in exchange for all of the outstanding equity interests of Segmint was approximately $135.0 million (the "Merger Consideration"). A portion of the Merger Consideration of approximately $3.1 million was placed into escrow to secure certain post-closing indemnification obligations in the Merger Agreement. As of September 30, 2022, the allocation of the purchase price for Segmint has not been finalized. The preliminary purchase price allocations are based upon the preliminary valuation of assets and liabilities. These estimates and assumptions are subject to change as the Company obtains additional information during the measurement period. The following table summarizes the fair value amounts recognized as of the acquisition date for each major class of asset acquired or liability assumed, as well as adjustments made during the measurement period: (in thousands) Preliminary Fair Value as of April 25, 2022 Measurement Period Adjustments Adjusted Fair Value as of September 30, 2022 Cash $ — $ 601 $ 601 Trade accounts receivables 1,788 7 1,795 Other current assets 323 (8) 315 Property and equipment 35 — 35 Goodwill 99,310 (1,365) 97,945 Intangible assets 35,400 1,100 36,500 Total assets acquired $ 136,856 $ 335 $ 137,191 Accounts payable $ 768 $ 16 $ 784 Accrued liabilities 188 73 261 Deferred revenues, current 145 — 145 Deferred tax liability — 336 336 Other non-current liabilities 625 — 625 Total liabilities assumed 1,726 425 2,151 Net assets acquired $ 135,130 $ (90) $ 135,040 Less cash acquired — (601) (601) Total cash consideration for acquisition, less cash acquired $ 135,130 $ (691) $ 134,439 The measurement period adjustments recorded for the three months ended September 30, 2022 are related to post-closing working capital adjustments, cash account amounts received as part of assets, revised estimates for intangible assets, and assumption of deferred tax liabilities. The table below outlines the purchased identifiable intangible assets: Weighted Average Amortization Period Total (in years) (in thousands) Customer relationships 15 $ 15,200 Developed technology 5 20,600 Trade names 10 700 Total identifiable intangible assets $ 36,500 Goodwill resulted from the acquisition as it is intended to augment and diversify the Company’s single reportable segment and provide a complimentary solution to its existing platform offering. The Company accounted for the acquisition as a business combination. As a result of the acquisition of the stock of Segmint, the goodwill is not deductible for tax purposes. The Company estimated and recorded a net deferred tax liability of $0.3 million after offsetting the acquired available tax attributes with the intangible assets shown in the table above. Refer to Note 10 for discussion of the partial release of the Company’s pre-existing valuation allowance relating to the net deferred tax liability. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Depreciation and amortization expense was $0.6 million and $1.9 million for the three and nine months ended September 30, 2022, respectively, and $0.6 million and $1.8 million for the three and nine months ended September 30, 2021, respectively. Property and equipment, net includes the following amounts at September 30, 2022 and December 31, 2021: (in thousands) Useful Life September 30, 2022 December 31, 2021 Software 2 to 5 years $ 6,442 $ 3,299 Computers and equipment 3 years 5,453 4,854 Furniture and fixtures 5 years 3,984 3,980 Leasehold improvements 3 to 10 years 11,715 11,712 $ 27,594 $ 23,845 Less: accumulated depreciation and amortization (14,126) (12,017) Property and equipment, net $ 13,468 $ 11,828 |
Revenue and Deferred Costs
Revenue and Deferred Costs | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Deferred Costs | Revenue and Deferred Costs The Company derives the majority of its revenues from recurring monthly subscription fees charged for the use of its software-as-a-service (“SaaS”) subscription services. Subscription revenues are generally recognized as revenue over the term of the contract as a series of distinct SaaS services bundled into a single performance obligation. Clients are usually charged a one-time, upfront implementation fee and recurring annual and monthly access fees for the use of the online digital relationship banking solution. Implementation and integration of the digital banking platform is complex, and the Company has determined that the one-time, upfront services do not transfer a promised service to the client. As these services are not distinct, they are bundled into the SaaS series of services, and the associated fees are recognized on a straight-line basis over the subscription term. Other services includes professional services and custom development. The following table disaggregates the Company's revenue by major source for the three and nine months ended September 30, 2022 and 2021: Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 SaaS subscription services $ 50,697 $ 37,486 $ 141,287 $ 103,582 Implementation services 1,922 1,591 5,503 4,604 Other services 793 684 1,942 1,538 Total revenues $ 53,412 $ 39,761 $ 148,732 $ 109,724 Deferred Cost Recognition The Company capitalized $2.3 million and $4.0 million in deferred commissions costs during the three and nine months ended September 30, 2022, respectively, and $0.3 million and $0.8 million for the three and nine months ended September 30, 2021, respectively, and recognized amortization of $0.7 million and $2.1 million during the three and nine months ended September 30, 2022, respectively, and $0.6 million and $1.6 million for the three and nine months ended September 30, 2021, respectively. Amortization expense is included in sales and marketing expenses in the accompanying statements of operations. Deferred commissions are considered costs to obtain a contract and are included in deferred implementation costs in the accompanying condensed consolidated balance sheets in the amount of $12.7 million and $10.8 million as of September 30, 2022 and December 31, 2021, respectively. The Company capitalized implementation costs of $1.9 million and $4.8 million during the three and nine months ended September 30, 2022, respectively, and $1.3 million and $4.0 million during the three and nine months ended September 30, 2021, respectively, and recognized amortization of $1.0 million and $2.9 million during the three and nine months ended September 30, 2022, respectively, and $0.7 million and $1.9 million for the three and nine months ended September 30, 2021, respectively. Amortization expense is included in cost of revenues in the accompanying condensed consolidated statements of operations. These deferred costs are considered costs to fulfill client contracts and are included in deferred implementation costs in the accompanying condensed consolidated balance sheets in the amount of $15.4 million and $13.5 million as of September 30, 2022 and December 31, 2021, respectively. The Company periodically reviews the carrying amount of deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. No impairment loss was recognized in relation to these capitalized costs for the three and nine months ended September 30, 2022 and 2021. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable includes the following amounts at September 30, 2022 and December 31, 2021: September 30, December 31, (in thousands) 2022 2021 Trade accounts receivable $ 22,201 $ 15,991 Unbilled receivables 4,034 3,677 Other receivables 588 1,355 Total receivables 26,823 21,023 Allowance for doubtful accounts (183) (39) Reserve for estimated credits (336) (163) $ 26,304 $ 20,821 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following at September 30, 2022 and December 31, 2021: September 30, December 31, (in thousands) 2022 2021 Bonus accrual $ 7,105 $ 3,725 Accrued vendor purchases 1,275 2,276 Commissions accrual 1,469 2,302 Accrued hosting services 847 1,264 Client refund liability 322 1,004 Deferred compensation payable 2,384 625 Accrued consulting and professional fees 371 657 Accrued tax liabilities 3,005 3,724 MK acquisition holdback provision 2,000 1,000 ESPP liability 877 821 Other accrued liabilities 5,621 1,685 Total accrued liabilities $ 25,276 $ 19,083 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt On April 29, 2022, the Company entered into an amended and restated credit agreement with Silicon Valley Bank, Comerica Bank, and Canadian Imperial Bank of Commerce (the “Amended Credit Agreement”). The Amended Credit Agreement amends and restates the prior credit facility provided by Silicon Valley Bank and KeyBank National Association (“the Original Credit Agreement”). The Amended Credit Agreement matures on April 29, 2025. The Amended Credit Agreement includes the following among other features: • Revolving Facility: The Amended Credit Agreement provides $40.0 million in aggregate commitments for secured revolving loans (“Amended Revolving Facility”). • Term Loan: A term loan of $85.0 million (the “Amended Term Loan”) was borrowed on the closing date of the Amended Credit Agreement. The additional proceeds received from the Amended Term Loan were used to replenish cash used to fund the acquisition of Segmint, which closed on April 25, 2022. • Accordion Feature: The Amended Credit Agreement also permits the Company, subject to certain conditions, to request additional revolving loan commitments in an aggregate principal amount of up to $50.0 million. Amended Revolving Facility loans under the Amended Credit Agreement may be voluntarily prepaid and re-borrowed. Principal payments on the Amended Term Loan are due in quarterly installments equal to an initial amount of approximately $1.1 million, beginning on June 30, 2023 and continuing through March 31, 2024, and increasing to approximately $2.1 million beginning on June 30, 2024 through the Amended Credit Agreement maturity date. Once repaid or prepaid, the Amended Term Loan may not be re-borrowed. Debt issuance costs paid for the execution of the Amended Credit Facility were $0.9 million, of which $0.1 million was included in prepaid expenses and other current assets and $0.2 million was included in other assets on the condensed consolidated balance sheets. Borrowings under the Amended Credit Agreement bear interest at a variable rate based upon the Secured Overnight Financing Rate (“SOFR”) plus a margin of 3.00% to 3.50% per annum depending on the applicable recurring revenue leverage ratio. If the SOFR rate is ever less than 0%, then the SOFR rate shall be deemed to be 0%. The Amended Credit Agreement is subject to certain liquidity and operating covenants and includes customary representations and warranties, affirmative and negative covenants and events of default. The Company is required to pay a commitment fee of 0.25% per annum on the undrawn portion available under the Amended Revolving Facility, and variable fees on outstanding letters of credit. The Company has a standby letter of credit in the amount of $0.3 million, which serves as security under the lease relating to the Company’s office space that expires in 2028. Obligations under the Amended Credit Agreement are guaranteed by the Company’s subsidiaries and secured by all or substantially all of the assets of the Company and its subsidiaries pursuant to an Amended and Restated Guarantee and Collateral Agreement executed contemporaneously with the Amended Credit Agreement. The Amended Credit Agreement contains customary affirmative and negative covenants, as well as (i) an annual recurring revenue growth covenant requiring the loan parties to have recurring revenues in any four consecutive fiscal quarter period in an amount that is 10% greater than the recurring revenues for the corresponding four consecutive quarter period in the previous year and (ii) a liquidity (defined as the aggregate amount of cash in bank accounts subject to a control agreement plus availability under the Revolving Facility) covenant, requiring the loan parties to have liquidity, tested on the last day of each calendar month, of $15.0 million or more. The Amended Credit Agreement also contains customary events of default, which if they occur, could result in the termination of commitments under the Amended Credit Agreement, the declaration that all outstanding loans are immediately due and payable in whole or in part, and the requirement to maintain cash collateral deposits in respect of outstanding letters of credit. The Company was in compliance with all covenants as of September 30, 2022. Long-term Debt The following table summarizes long-term debt obligations as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Term Debt $ 85,000 $ 24,688 Less unamortized debt issuance costs (460) (72) Net amount 84,540 24,616 Less current maturities of long-term debt (2,125) (1,563) Long-term portion $ 82,415 $ 23,053 Maturities of long-term debt outstanding as of September 30, 2022, are summarized as follows (in thousands): 2022 — 2023 3,188 2024 7,438 2025 74,374 Thereafter — Total $ 85,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders' Equity (Deficit) Equity Compensation Plans Stock-based compensation expense was included in the condensed consolidated statements of operations as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 Cost of revenues $ 1,244 $ 544 $ 3,278 $ 1,242 Research and development 3,023 793 7,487 1,795 Sales and marketing 1,112 266 2,859 609 General and administrative 6,535 1,748 19,332 4,147 Total stock-based compensation expenses $ 11,914 $ 3,351 $ 32,956 $ 7,793 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded an income tax benefit of $0.2 million and an income tax expense of $0.1 million for the three and nine months ended September 30, 2022, respectively, resulting in an effective tax rate of 0.8% and (0.2)%, respectively, compared to no income tax expense for the three and nine months ended September 30, 2021. The difference in the effective tax rate for the three and nine months ended September 30, 2022 as compared to the same periods in 2021 is primarily due to state income taxes and deferred taxes related to the tax amortization of acquired goodwill. This was partially offset by a $0.3 million deferred tax benefit attributable to the partial release of the Company’s pre-existing valuation allowance related to the Segmint business combination, recorded in the three months ended September 30, 2022. The Company’s effective tax rate differs from the statutory tax rate primarily due to the impact of the full valuation allowance against its deferred tax assets. During the three and nine months ended September 30, 2022, the acquisition of Segmint resulted in the recognition of a net deferred tax liability of $0.3 million. See Note 3 for further information. Prior to the business combination, the Company had a full valuation allowance on its net deferred tax assets. The net deferred tax liability generated from the business combination is considered an additional source of income to support the realizability of the Company’s pre-existing deferred tax assets. As a result, we released a portion of the pre-existing valuation allowance against the deferred tax assets and recorded a provisional deferred tax benefit of $0.3 million for the three and nine months ended September 30, 2022. The Company recognizes deferred tax assets and liabilities based on the estimated future tax effects of temporary differences between the financial statement basis and tax basis of assets and liabilities given the provisions of enacted tax law. Management reviews deferred tax assets to assess their future realization by considering all available evidence, both positive and negative, to determine whether a valuation allowance is needed for all or some portion of the deferred tax assets, using a “more likely than not” standard. The assessment considers, among other matters: historical losses, a forecast of future taxable income, the duration of statutory carryback and carryforward periods, and ongoing prudent and feasible tax planning strategies. As a result, the Company has established a valuation allowance against most of its deferred tax assets as realization is not reasonably assured based upon a “more likely than not” threshold. The Company reassesses the realizability of deferred tax assets regularly, and it will adjust the valuation allowance as sufficient objective positive evidence becomes available. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, restricted cash and cash equivalents, accounts receivable, accounts payable, long-term debt, and contingent consideration. The carrying values of cash, restricted cash and cash equivalents, accounts receivable, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The carrying value of long-term debt approximates its fair value due to the variable interest rate. Cash equivalents include amounts held in money market accounts that are measured at fair value using observable market prices. The Company values contingent consideration related to business combinations using a weighted probability calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows. The significant unobservable inputs used in the fair value measurement of contingent consideration related to business acquisitions are forecasts of expected future annual revenues as developed by the Company's management and the probability of achievement of those revenue forecast. Significant increases (decreases) in these unobservable inputs in isolation would likely result in a significantly (lower) higher fair value measurement. The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2. Significant other inputs that are directly or indirectly observable in the marketplace. Level 3. Significant unobservable inputs which are supported by little or no market activity. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following tables summarize the Company’s financial assets measured at fair value as of September 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation: Fair Value at Reporting Date Using (In thousands) September 30, 2022 Level 1 Level 2 Level 3 Assets: Cash equivalents: Money Market Accounts (1) $ 95,498 $ 95,498 $ — $ — Total cash equivalents 95,498 95,498 — — Marketable securities: Corporate bonds 77,904 — 77,904 — U.S. Treasury debt securities 31,867 31,867 — — International debt securities 2,444 2,444 — — Total marketable securities 112,215 34,311 77,904 — Total Assets $ 207,713 $ 129,809 $ 77,904 $ — Liabilities: Contingent consideration payable $ (12,800) $ — $ — $ (12,800) Total Liabilities $ (12,800) $ — $ — $ (12,800) (1) Includes cash sweep account, money market account, and money market funds that have investments primarily in U.S. Government Agency debt, U.S. Treasury debt, U.S. Treasury Repurchase Agreements, U.S. Government Agency Repurchase Agreements, and corporate bonds that have a maturity of three months or less from the original acquisition date. Fair Value at Reporting Date Using (In thousands) December 31, 2021 Level 1 Level 2 Level 3 Assets: Money Market Accounts (1) $ 308,128 $ 308,128 $ — $ — Total Assets $ 308,128 $ 308,128 $ — $ — Liabilities: Contingent consideration payable $ (15,500) $ — $ — $ (15,500) Total Liabilities $ (15,500) $ — $ — $ (15,500) (1) Includes cash sweep account, money market account, and money market funds that have investments primarily in U.S. Government Agency debt, U.S. Treasury debt, U.S. Treasury Repurchase Agreements, U.S. Government Agency Repurchase Agreements, and corporate bonds that have a maturity of three months or less from the original acquisition date. The following table represents the changes to the Company’s contingent consideration payable (in thousands): Balance at December 31, 2021 $ 15,500 Total fair value adjustments reported in earnings (Acquisition-related expenses, net) (2,700) Balance at September 30, 2022 $ 12,800 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per ShareNet loss attributable to common stockholders used in computing basic and diluted earnings per share (“EPS”) has been calculated as the net loss less Series B cumulative dividends and other adjustments to redeemable convertible preferred stock of $0 for both the three and nine months ended September 30, 2022 and $0 and $0.3 million for the three and nine months ended September 30, 2021, respectively. The holders of the Company’s redeemable convertible preferred stock did not have a contractual obligation to share in the Company’s losses; therefore, no amount of total undistributed loss was allocated to redeemable convertible preferred stock. Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Because the Company has reported a net loss for the three and nine months ended September 30, 2022 and 2021, the number of shares used to calculate diluted net loss per share attributable to common stockholders is the same as the number of shares used to calculate basic net loss per share attributable to common stockholders for the period presented because the potentially dilutive shares would have been antidilutive if included in the calculation. The computation of basic and diluted EPS is as follows for the three and nine months ended September 30, 2022 and 2021: Three months ended September 30, Nine months ended September 30, (In thousands, except shares and per share amounts) 2022 2021 2022 2021 Net loss $ (20,049) $ (11,219) $ (53,688) $ (33,473) Less: cumulative dividends and adjustments to redeemable convertible preferred stock — — — (277) Net loss attributable to common stockholders $ (20,049) $ (11,219) $ (53,688) $ (33,750) Weighted average shares of common stock outstanding - basic and diluted 91,182,235 87,641,416 90,703,061 56,320,288 Loss per common share - basic and diluted $ (0.22) $ (0.13) $ (0.59) $ (0.60) For the three and nine months ended September 30, 2022 and 2021, the following potential shares of common stock were excluded from diluted EPS as the Company had a net loss in each period presented: As of September 30, 2022 2021 Stock options 6,675,385 10,015,930 RSUs 7,041,744 467,351 ESPP 67,456 — Total anti-dilutive common share equivalents 13,784,585 10,483,281 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Lease Commitments The Company leases office space under non-cancelable operating leases for its corporate headquarters in Plano, Texas pursuant to a 10-year lease agreement under which the Company leases approximately 125,000 square feet of office space with an initial term that expires on August 31, 2028, with the option to extend the lease for either two additional terms of five years each or one additional term of ten years. Rent expense under operating leases was $1.1 million and $3.2 million for the three and nine months ended September 30, 2022, respectively, and $1.2 million and $3.5 million for the three and nine months ended September 30, 2021, respectively. Future minimum payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year at September 30, 2022 were as follows (in thousands): Operating Leases 2022 (remaining three months) $ 936 2023 3,773 2024 3,835 2025 3,898 2026 3,961 Thereafter 6,736 Total minimum lease payments $ 23,139 Deferred Rent and Tenant Allowances Deferred rent and tenant allowances are amortized and applied against rental expense over the lease term on a straight-line basis. As of September 30, 2022 and December 31, 2021, the Company had deferred rent and tenant allowance balances as follows: (in thousands) September 30, 2022 December 31, 2021 Deferred rent and tenant allowance $ 5,370 $ 5,895 Less: current portion (750) (705) Deferred rent and tenant allowance, net of current portion $ 4,620 $ 5,190 Legal Proceedings The Company may become party to various legal actions during the ordinary course of business. Defending such proceedings is costly and can impose a significant burden on management and employees, it may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. In addition, the Company’s industry is characterized by the existence of a large number of patents, copyrights, trademarks, trade secrets and other intellectual property and proprietary rights. Companies in its industry are often required to defend against litigation claims based on allegations of infringement or other violations of intellectual property rights. Furthermore, client agreements typically require the Company to indemnify clients against liabilities incurred in connection with claims alleging its solutions infringe the intellectual property rights of a third party. From time to time, the Company has been involved in disputes related to patent and other intellectual property rights of third parties, none of which has resulted in material liabilities. The Company expects these types of disputes may continue to arise in the future. Based upon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to the Company’s financial position, results of operations, or cash flows, taking into account established accruals for estimated liabilities. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Goodwill and intangible assets deemed to have an indefinite life are not amortized, but are reviewed annually for impairment of value or when indicators of a potential impairment are present. As part of the Company’s business planning cycle, the Company performs an annual goodwill impairment test in the fourth quarter of the fiscal year. There were no indications of impairment of goodwill noted for the three months ended September 30, 2022. In April 2022, the Company recorded $99.3 million to goodwill related to the acquisition of Segmint under the preliminary purchase price allocation. In September 2022, the Company adjusted goodwill related to the acquisition of Segmint to $97.9 million. See Note 3 for further information. Goodwill had a carrying value of $146.0 million and $48.1 million as of September 30, 2022 and December 31, 2021, respectively. Total intangibles, net, consisted of the following as of September 30, 2022 and December 31, 2021: As of September 30, 2022 (In thousands) Carrying Value Accumulated Amortization Net Carrying Value Finite-lived: Customer Relationships $ 20,470 $ (1,114) $ 19,356 Developed Technology 27,700 (3,462) 24,238 Tradenames 750 (79) 671 Subtotal amortizable intangible assets 48,920 (4,655) 44,265 Website domain name 25 — 25 Total intangible assets $ 48,945 $ (4,655) $ 44,290 As of December 31, 2021 (In thousands) Carrying Value Accumulated Amortization Net Carrying Value Finite-lived: Customer Relationships $ 5,270 $ (428) $ 4,842 Developed Technology 7,100 (822) 6,278 Tradenames 50 (31) 19 Subtotal amortizable intangible assets 12,420 (1,281) 11,139 Website domain name 25 — 25 Total intangible assets $ 12,445 $ (1,281) $ 11,164 Amortization expense recognized on intangible assets was $1.7 million and $3.4 million for the three and nine months ended September 30, 2022, respectively. Amortization expense recognized on intangible assets was $0.2 million and $0.6 million for the three and nine months ended September 30, 2021, respectively. The following table shows the estimated annual amortization expense of the definite-lived intangible assets for the next five years and thereafter (in thousands): 2022 (remaining three months) $ 1,697 2023 6,786 2024 6,786 2025 6,786 2026 6,554 Thereafter 15,656 $ 44,265 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. All intercompany accounts and transactions are eliminated. In the Company's opinion, the accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal, recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2021, which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on February 25, 2022. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2022. The Company has no sources of other comprehensive income, and accordingly, net loss presented each period is the same as comprehensive loss. |
Reclassification | Reclassification. Acquisition-related expenses, net and amortization of acquired intangibles previously included in general and administrative expense and sales and marketing expense, respectively, were reclassified into separate individual captions within the condensed consolidated statement of operations to conform with the current year presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions include determining the timing and amount of revenue recognition, recoverability and amortization period related to costs to obtain and fulfill contracts, deferred implementation costs, revaluation of contingent consideration, and business combinations. |
Restricted Cash | Restricted Cash The Company defines restricted cash as cash that is legally restricted as to withdrawal or usage. The amounts included in restricted cash on the condensed consolidated balance sheets at September 30, 2022 and December 31, 2021 represent the additional cash proceeds in deposit with an escrow agent for satisfaction of contingent consideration related to the acquisition of ACH Alert, LLC (“ACH Alert”). In addition, restricted cash representing additional cash proceeds in deposit with an escrow agent for satisfaction of a holdback provision related to the acquisitions of MK Decisioning Systems, LLC (“MK”) and Segmint Inc. (“Segmint”) is included in the condensed consolidated balance sheets at September 30, 2022 and December 31, 2021. |
Marketable Securities | Marketable SecuritiesThe Company classifies its fixed income marketable securities as trading securities based on its intentions with regard to these instruments. Accordingly, marketable securities are reported at fair value, with all unrealized holding gains and losses reflected in the condensed consolidated statements of operations. |
Capitalized Software Development Costs | Capitalized Software Development Costs Software development costs relate primarily to software coding, systems interfaces, and testing of the Company’s proprietary systems and are accounted for in accordance with ASC 350-40, Internal Use Software. Internal software development costs are capitalized from the time the internal use software is in the application development stage until the software is ready for use. Business analysis, system evaluation, and software maintenance costs are expensed as incurred. The capitalized software development costs are reported in property and equipment, net in the condensed consolidated balance sheets. The Company had $5.3 million and $2.6 million in capitalized internal software development costs as of September 30, 2022 and December 31, 2021, respectively. Capitalized software development costs are amortized using the straight-line method over the estimated useful life of the software, generally three |
Contract Balances | Contract Balances Client contracts under which revenues have been recognized while the Company is not yet able to invoice results in contract assets. Generally, contract assets arise as a result of reallocating revenues when discounts are more heavily weighted in the early years of a multi-year contract or the client contract has substantive minimum fees that escalate over the term of the contract. Contract assets totaled $0.5 million and $0.7 million as of September 30, 2022 and December 31, 2021, respectively, which are included in other assets in the accompanying condensed consolidated balance sheets. Contract liabilities are comprised of billings or payments received from the Company’s clients in advance of performance under the contract and are represented in deferred revenues in the condensed consolidated balance sheets. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842),” to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the consolidated balance sheets and disclosing key information about leasing arrangements. The Company anticipates that the adoption of Topic 842 will impact its consolidated balance sheets as most of its operating lease commitments will be subject to the new standard and recognized as right-of-use assets and corresponding operating lease liabilities upon the adoption of ASU 2016-02. The Company expects to adopt the standard in fiscal year 2022 using the modified retrospective transition approach and for interim periods beginning 2023. The Company continues to evaluate quantitative impacts that the adoption of this standard will have. The Company expects total assets and liabilities reported will increase relative to such amounts prior to adoption. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326),” which modifies the measurement of expected credit losses of certain financial instruments with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The effective date for adoption of the new standard was delayed until calendar years beginning after December 15, 2022, with early adoption permitted. The Company expects to adopt the standard in its annual report on Form 10-K for the year ending December 31, 2022 and for interim periods beginning in 2023. This ASU is not expected to have a material impact on the Company’s financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if the acquiring entity had originated the related revenue contracts. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including interim |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | September 30, December 31, (in thousands) 2022 2021 Cash and cash equivalents $ 96,636 $ 308,581 Restricted cash included in Prepaid expenses and other current assets 4,392 3,373 Restricted cash included in Other assets 3,100 1,000 Total cash and cash equivalents and restricted cash $ 104,128 $ 312,954 |
Restrictions on Cash and Cash Equivalents | September 30, December 31, (in thousands) 2022 2021 Cash and cash equivalents $ 96,636 $ 308,581 Restricted cash included in Prepaid expenses and other current assets 4,392 3,373 Restricted cash included in Other assets 3,100 1,000 Total cash and cash equivalents and restricted cash $ 104,128 $ 312,954 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair value amounts recognized as of the acquisition date for each major class of asset acquired or liability assumed, as well as adjustments made during the measurement period: (in thousands) Preliminary Fair Value as of April 25, 2022 Measurement Period Adjustments Adjusted Fair Value as of September 30, 2022 Cash $ — $ 601 $ 601 Trade accounts receivables 1,788 7 1,795 Other current assets 323 (8) 315 Property and equipment 35 — 35 Goodwill 99,310 (1,365) 97,945 Intangible assets 35,400 1,100 36,500 Total assets acquired $ 136,856 $ 335 $ 137,191 Accounts payable $ 768 $ 16 $ 784 Accrued liabilities 188 73 261 Deferred revenues, current 145 — 145 Deferred tax liability — 336 336 Other non-current liabilities 625 — 625 Total liabilities assumed 1,726 425 2,151 Net assets acquired $ 135,130 $ (90) $ 135,040 Less cash acquired — (601) (601) Total cash consideration for acquisition, less cash acquired $ 135,130 $ (691) $ 134,439 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The table below outlines the purchased identifiable intangible assets: Weighted Average Amortization Period Total (in years) (in thousands) Customer relationships 15 $ 15,200 Developed technology 5 20,600 Trade names 10 700 Total identifiable intangible assets $ 36,500 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | (in thousands) Useful Life September 30, 2022 December 31, 2021 Software 2 to 5 years $ 6,442 $ 3,299 Computers and equipment 3 years 5,453 4,854 Furniture and fixtures 5 years 3,984 3,980 Leasehold improvements 3 to 10 years 11,715 11,712 $ 27,594 $ 23,845 Less: accumulated depreciation and amortization (14,126) (12,017) Property and equipment, net $ 13,468 $ 11,828 |
Revenue and Deferred Costs (Tab
Revenue and Deferred Costs (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table disaggregates the Company's revenue by major source for the three and nine months ended September 30, 2022 and 2021: Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 SaaS subscription services $ 50,697 $ 37,486 $ 141,287 $ 103,582 Implementation services 1,922 1,591 5,503 4,604 Other services 793 684 1,942 1,538 Total revenues $ 53,412 $ 39,761 $ 148,732 $ 109,724 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable includes the following amounts at September 30, 2022 and December 31, 2021: September 30, December 31, (in thousands) 2022 2021 Trade accounts receivable $ 22,201 $ 15,991 Unbilled receivables 4,034 3,677 Other receivables 588 1,355 Total receivables 26,823 21,023 Allowance for doubtful accounts (183) (39) Reserve for estimated credits (336) (163) $ 26,304 $ 20,821 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following at September 30, 2022 and December 31, 2021: September 30, December 31, (in thousands) 2022 2021 Bonus accrual $ 7,105 $ 3,725 Accrued vendor purchases 1,275 2,276 Commissions accrual 1,469 2,302 Accrued hosting services 847 1,264 Client refund liability 322 1,004 Deferred compensation payable 2,384 625 Accrued consulting and professional fees 371 657 Accrued tax liabilities 3,005 3,724 MK acquisition holdback provision 2,000 1,000 ESPP liability 877 821 Other accrued liabilities 5,621 1,685 Total accrued liabilities $ 25,276 $ 19,083 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes long-term debt obligations as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Term Debt $ 85,000 $ 24,688 Less unamortized debt issuance costs (460) (72) Net amount 84,540 24,616 Less current maturities of long-term debt (2,125) (1,563) Long-term portion $ 82,415 $ 23,053 |
Schedule of Maturities of Long-term Debt | Maturities of long-term debt outstanding as of September 30, 2022, are summarized as follows (in thousands): 2022 — 2023 3,188 2024 7,438 2025 74,374 Thereafter — Total $ 85,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Arrangement, Expensed and Capitalized, Amount | Stock-based compensation expense was included in the condensed consolidated statements of operations as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2022 2021 2022 2021 Cost of revenues $ 1,244 $ 544 $ 3,278 $ 1,242 Research and development 3,023 793 7,487 1,795 Sales and marketing 1,112 266 2,859 609 General and administrative 6,535 1,748 19,332 4,147 Total stock-based compensation expenses $ 11,914 $ 3,351 $ 32,956 $ 7,793 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize the Company’s financial assets measured at fair value as of September 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation: Fair Value at Reporting Date Using (In thousands) September 30, 2022 Level 1 Level 2 Level 3 Assets: Cash equivalents: Money Market Accounts (1) $ 95,498 $ 95,498 $ — $ — Total cash equivalents 95,498 95,498 — — Marketable securities: Corporate bonds 77,904 — 77,904 — U.S. Treasury debt securities 31,867 31,867 — — International debt securities 2,444 2,444 — — Total marketable securities 112,215 34,311 77,904 — Total Assets $ 207,713 $ 129,809 $ 77,904 $ — Liabilities: Contingent consideration payable $ (12,800) $ — $ — $ (12,800) Total Liabilities $ (12,800) $ — $ — $ (12,800) (1) Includes cash sweep account, money market account, and money market funds that have investments primarily in U.S. Government Agency debt, U.S. Treasury debt, U.S. Treasury Repurchase Agreements, U.S. Government Agency Repurchase Agreements, and corporate bonds that have a maturity of three months or less from the original acquisition date. Fair Value at Reporting Date Using (In thousands) December 31, 2021 Level 1 Level 2 Level 3 Assets: Money Market Accounts (1) $ 308,128 $ 308,128 $ — $ — Total Assets $ 308,128 $ 308,128 $ — $ — Liabilities: Contingent consideration payable $ (15,500) $ — $ — $ (15,500) Total Liabilities $ (15,500) $ — $ — $ (15,500) (1) Includes cash sweep account, money market account, and money market funds that have investments primarily in U.S. Government Agency debt, U.S. Treasury debt, U.S. Treasury Repurchase Agreements, U.S. Government Agency Repurchase Agreements, and corporate bonds that have a maturity of three months or less from the original acquisition date. The following table represents the changes to the Company’s contingent consideration payable (in thousands): Balance at December 31, 2021 $ 15,500 Total fair value adjustments reported in earnings (Acquisition-related expenses, net) (2,700) Balance at September 30, 2022 $ 12,800 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The computation of basic and diluted EPS is as follows for the three and nine months ended September 30, 2022 and 2021: Three months ended September 30, Nine months ended September 30, (In thousands, except shares and per share amounts) 2022 2021 2022 2021 Net loss $ (20,049) $ (11,219) $ (53,688) $ (33,473) Less: cumulative dividends and adjustments to redeemable convertible preferred stock — — — (277) Net loss attributable to common stockholders $ (20,049) $ (11,219) $ (53,688) $ (33,750) Weighted average shares of common stock outstanding - basic and diluted 91,182,235 87,641,416 90,703,061 56,320,288 Loss per common share - basic and diluted $ (0.22) $ (0.13) $ (0.59) $ (0.60) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the three and nine months ended September 30, 2022 and 2021, the following potential shares of common stock were excluded from diluted EPS as the Company had a net loss in each period presented: As of September 30, 2022 2021 Stock options 6,675,385 10,015,930 RSUs 7,041,744 467,351 ESPP 67,456 — Total anti-dilutive common share equivalents 13,784,585 10,483,281 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year at September 30, 2022 were as follows (in thousands): Operating Leases 2022 (remaining three months) $ 936 2023 3,773 2024 3,835 2025 3,898 2026 3,961 Thereafter 6,736 Total minimum lease payments $ 23,139 |
Schedule of Rent Expense | As of September 30, 2022 and December 31, 2021, the Company had deferred rent and tenant allowance balances as follows: (in thousands) September 30, 2022 December 31, 2021 Deferred rent and tenant allowance $ 5,370 $ 5,895 Less: current portion (750) (705) Deferred rent and tenant allowance, net of current portion $ 4,620 $ 5,190 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Total intangibles, net, consisted of the following as of September 30, 2022 and December 31, 2021: As of September 30, 2022 (In thousands) Carrying Value Accumulated Amortization Net Carrying Value Finite-lived: Customer Relationships $ 20,470 $ (1,114) $ 19,356 Developed Technology 27,700 (3,462) 24,238 Tradenames 750 (79) 671 Subtotal amortizable intangible assets 48,920 (4,655) 44,265 Website domain name 25 — 25 Total intangible assets $ 48,945 $ (4,655) $ 44,290 As of December 31, 2021 (In thousands) Carrying Value Accumulated Amortization Net Carrying Value Finite-lived: Customer Relationships $ 5,270 $ (428) $ 4,842 Developed Technology 7,100 (822) 6,278 Tradenames 50 (31) 19 Subtotal amortizable intangible assets 12,420 (1,281) 11,139 Website domain name 25 — 25 Total intangible assets $ 12,445 $ (1,281) $ 11,164 |
Schedule of Indefinite-Lived Intangible Assets | Total intangibles, net, consisted of the following as of September 30, 2022 and December 31, 2021: As of September 30, 2022 (In thousands) Carrying Value Accumulated Amortization Net Carrying Value Finite-lived: Customer Relationships $ 20,470 $ (1,114) $ 19,356 Developed Technology 27,700 (3,462) 24,238 Tradenames 750 (79) 671 Subtotal amortizable intangible assets 48,920 (4,655) 44,265 Website domain name 25 — 25 Total intangible assets $ 48,945 $ (4,655) $ 44,290 As of December 31, 2021 (In thousands) Carrying Value Accumulated Amortization Net Carrying Value Finite-lived: Customer Relationships $ 5,270 $ (428) $ 4,842 Developed Technology 7,100 (822) 6,278 Tradenames 50 (31) 19 Subtotal amortizable intangible assets 12,420 (1,281) 11,139 Website domain name 25 — 25 Total intangible assets $ 12,445 $ (1,281) $ 11,164 |
Schedule of Definite-Lived Intangible Assets, Future Amortization Expense | The following table shows the estimated annual amortization expense of the definite-lived intangible assets for the next five years and thereafter (in thousands): 2022 (remaining three months) $ 1,697 2023 6,786 2024 6,786 2025 6,786 2026 6,554 Thereafter 15,656 $ 44,265 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 96,636 | $ 308,581 | ||
Restricted cash included in Prepaid expenses and other current assets | 4,392 | 3,373 | ||
Restricted cash included in Other assets | 3,100 | 1,000 | ||
Total cash and cash equivalents and restricted cash | $ 104,128 | $ 312,954 | $ 321,276 | $ 171,663 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Capitalized internal software development costs | $ 5.3 | $ 2.6 |
Contract assets | $ 0.5 | $ 0.7 |
Minimum | Software Development Costs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Useful life (in years) | 3 years | |
Maximum | Software Development Costs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Useful life (in years) | 5 years |
Business Combination - Narrativ
Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Apr. 25, 2022 USD ($) | Sep. 10, 2021 USD ($) extension $ / shares | Oct. 04, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||||||
Gain on revaluation of contingent consideration | $ 2,700 | $ 0 | ||||||
Acquisition-related expenses, net | $ 737 | $ 915 | 155 | 2,177 | ||||
ACH Alert | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration paid | $ 25,000 | |||||||
Contingent consideration | 4,900 | |||||||
Contingent consideration to be paid in 2021 | 2,500 | |||||||
Contingent consideration to be paid in 2022 | $ 2,400 | |||||||
Compensation expenses | 500 | 600 | 1,700 | 1,900 | ||||
MK | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration paid | $ 20,000 | |||||||
Holdback provision held in escrow | 2,000 | |||||||
Holdback provision to be released | $ 1,000 | |||||||
Anniversary period for first escrow release | 12 months | |||||||
Second escrow release period | 18 months | |||||||
Number of earn-out periods | extension | 2 | |||||||
Earn-out period | 12 months | |||||||
Reference price (in dollars per share) | $ / shares | $ 35 | |||||||
Contingent consideration period | 170 days | |||||||
Gain on revaluation of contingent consideration | $ 0 | $ 2,700 | ||||||
Maximum contingent consideration to be paid (as a percent) | 62% | 51% | 51% | |||||
Maximum contingent consideration to be paid | $ 25,000 | |||||||
Transaction expenses | $ 300 | 300 | ||||||
Noncash investing activities from unpaid contingent consideration | $ 12,800 | $ 17,500 | ||||||
MK | Earn-Out Shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration | $ 12,800 | 12,800 | $ 15,500 | |||||
MK | Maximum | Earn-Out Shares | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration | 20,000 | |||||||
MK | Maximum | First Earn Out Period | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration | 7,500 | |||||||
MK | Maximum | Second Earn Out Period | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration | $ 17,500 | |||||||
Segmint, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration paid | $ 135,000 | |||||||
Consideration placed into escrow | 3,100 | |||||||
Deferred tax liability | $ 0 | 336 | 336 | |||||
Acquisition-related expenses, net | $ 200 | $ 1,100 |
Business Combination - Schedule
Business Combination - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | 5 Months Ended | ||
Sep. 30, 2022 | Apr. 25, 2022 | Dec. 31, 2021 | |
Assets | |||
Goodwill | $ 146,036 | $ 48,091 | |
Segmint, Inc. | |||
Assets | |||
Cash | 601 | $ 0 | |
Measurement Period Adjustments, Cash | 601 | ||
Trade accounts receivables | 1,795 | 1,788 | |
Measurement Period Adjustments, Trade accounts receivables | 7 | ||
Other current assets | 315 | 323 | |
Measurement Period Adjustments, Other current assets | (8) | ||
Property and equipment | 35 | 35 | |
Goodwill | 97,945 | 99,310 | |
Measurement Period Adjustments, Goodwill | (1,365) | ||
Intangible assets | 36,500 | 35,400 | |
Measurement Period Adjustments, Intangible assets | 1,100 | ||
Total assets acquired | 137,191 | 136,856 | |
Measurement Period Adjustments, Total assets acquired | 335 | ||
Liabilities | |||
Accounts payable | 784 | 768 | |
Measurement Period Adjustments, Accounts payable | 16 | ||
Accrued liabilities | 261 | 188 | |
Measurement Period Adjustments, Accrued liabilities | 73 | ||
Deferred revenues, current | 145 | 145 | |
Deferred tax liability | 336 | 0 | |
Measurement Period Adjustments, Deferred tax liability | 336 | ||
Other non-current liabilities | 625 | 625 | |
Total liabilities assumed | 2,151 | 1,726 | |
Measurement Period Adjustments, Total liabilities assumed | 425 | ||
Net assets acquired | 135,040 | 135,130 | |
Measurement Period Adjustments, Net assets acquired | (90) | ||
Less cash acquired | (601) | 0 | |
Measurement Period Adjustments, cash acquired | (601) | ||
Total cash consideration for acquisition, less cash acquired | 134,439 | $ 135,130 | |
Measurement Period Adjustments, Cash consideration for acquisition, less cash acquired | $ (691) |
Business Combination - Schedu_2
Business Combination - Schedule of Purchased Identifiable Intangible Assets (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Total identifiable intangible assets | $ 36,500 |
Customer relationships | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Period | 15 years |
Total identifiable intangible assets | $ 15,200 |
Developed technology | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Period | 5 years |
Total identifiable intangible assets | $ 20,600 |
Trade names | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Period | 10 years |
Total identifiable intangible assets | $ 700 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 0.6 | $ 0.6 | $ 1.9 | $ 1.8 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 27,594 | $ 23,845 |
Less: accumulated depreciation and amortization | (14,126) | (12,017) |
Property and equipment, net | 13,468 | 11,828 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,442 | 3,299 |
Software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 2 years | |
Software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 5 years | |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 3 years | |
Property and equipment, gross | $ 5,453 | 4,854 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 5 years | |
Property and equipment, gross | $ 3,984 | 3,980 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,715 | $ 11,712 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 3 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 10 years |
Revenue and Deferred Costs - Di
Revenue and Deferred Costs - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 53,412 | $ 39,761 | $ 148,732 | $ 109,724 |
SaaS subscription services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 50,697 | 37,486 | 141,287 | 103,582 |
Implementation services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,922 | 1,591 | 5,503 | 4,604 |
Other services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 793 | $ 684 | $ 1,942 | $ 1,538 |
Revenue and Deferred Costs - Na
Revenue and Deferred Costs - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Revenue recognized during period | $ 12,500,000 | ||||
Remaining performance obligation, amount | $ 755,200,000 | 755,200,000 | |||
Deferred commissions | 12,700,000 | 12,700,000 | $ 10,800,000 | ||
Impairment loss on deferred costs | 0 | $ 0 | 0 | $ 0 | |
Deferred Commissions Costs | |||||
Disaggregation of Revenue [Line Items] | |||||
Capitalized cost during period | 2,300,000 | 300,000 | 4,000,000 | 800,000 | |
Amortization of capitalized costs | 700,000 | 600,000 | 2,100,000 | 1,600,000 | |
Deferred Implementation Costs | |||||
Disaggregation of Revenue [Line Items] | |||||
Capitalized cost during period | 1,900,000 | 1,300,000 | 4,800,000 | 4,000,000 | |
Amortization of capitalized costs | 1,000,000 | $ 700,000 | 2,900,000 | $ 1,900,000 | |
Deferred commissions | $ 15,400,000 | $ 15,400,000 | $ 13,500,000 |
Revenue and Deferred Costs - Re
Revenue and Deferred Costs - Remaining Performance Obligation (Details) | Sep. 30, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation (as a percent) | 47.10% |
Remaining performance obligation, period | 24 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation (as a percent) | 32% |
Remaining performance obligation, period | 24 months |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | $ 26,823 | $ 21,023 |
Allowance for doubtful accounts | (183) | (39) |
Reserve for estimated credits | (336) | (163) |
Accounts receivable, net | 26,304 | 20,821 |
Trade accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | 22,201 | 15,991 |
Unbilled receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | 4,034 | 3,677 |
Other receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | $ 588 | $ 1,355 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Bonus accrual | $ 7,105 | $ 3,725 |
Accrued vendor purchases | 1,275 | 2,276 |
Commissions accrual | 1,469 | 2,302 |
Accrued hosting services | 847 | 1,264 |
Client refund liability | 322 | 1,004 |
Deferred compensation payable | 2,384 | 625 |
Accrued consulting and professional fees | 371 | 657 |
Accrued tax liabilities | 3,005 | 3,724 |
MK acquisition holdback provision | 2,000 | 1,000 |
ESPP liability | 877 | 821 |
Other accrued liabilities | 5,621 | 1,685 |
Total accrued liabilities | $ 25,276 | $ 19,083 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Apr. 29, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Debt issuance costs | $ 460,000 | $ 72,000 | |
Long term debt | 84,540,000 | $ 24,616,000 | |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Revenue growth requirement (as a percent) | 10% | ||
Liquidity requirement | $ 15,000,000 | ||
Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | 40,000,000 | ||
Accordion feature | $ 50,000,000 | ||
Line of credit, unused capacity, commitment fee (as a percent) | 0.25% | ||
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 0% | ||
Basis spread on variable rate, maximum (as a percent) | 0% | ||
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 3% | ||
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 3.50% | ||
Term Loan | Line of Credit | |||
Debt Instrument [Line Items] | |||
Proceeds from borrowings of term loan | $ 85,000,000 | ||
Quarterly installment payments | 1,100,000 | ||
Increase in quarterly installment payments | 2,100,000 | ||
Debt issuance costs | 900,000 | ||
Term Loan | Line of Credit | Prepaid Expenses and Other Current Assets | |||
Debt Instrument [Line Items] | |||
Debt issuance costs | 100,000 | ||
Term Loan | Line of Credit | Other Assets | |||
Debt Instrument [Line Items] | |||
Debt issuance costs | $ 200,000 | ||
Standby Letters of Credit | |||
Debt Instrument [Line Items] | |||
Long term debt | $ 300,000 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Term Debt | $ 85,000 | $ 24,688 |
Less unamortized debt issuance costs | (460) | (72) |
Net amount | 84,540 | 24,616 |
Less current maturities of long-term debt | (2,125) | (1,563) |
Long-term portion | $ 82,415 | $ 23,053 |
Debt - Maturities of Long Term
Debt - Maturities of Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2022 | $ 0 | |
2023 | 3,188 | |
2024 | 7,438 | |
2025 | 74,374 | |
Thereafter | 0 | |
Total | $ 85,000 | $ 24,688 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expenses | $ 11,914 | $ 3,351 | $ 32,956 | $ 7,793 |
Cost of revenues | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expenses | 1,244 | 544 | 3,278 | 1,242 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expenses | 3,023 | 793 | 7,487 | 1,795 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expenses | 1,112 | 266 | 2,859 | 609 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expenses | $ 6,535 | $ 1,748 | $ 19,332 | $ 4,147 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Apr. 25, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Provision (benefit) for income taxes | $ (163) | $ 0 | $ 80 | $ 0 | |
Effective income tax rate (as a percent) | 0.80% | (0.20%) | |||
Income Tax Contingency [Line Items] | |||||
Release of valuation allowance during period | $ 300 | $ 300 | |||
Segmint, Inc. | |||||
Income Tax Contingency [Line Items] | |||||
Deferred tax liability | $ 336 | $ 336 | $ 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value of Assets and Liabilities Measured At Fair Value (Details) - Fair Value, Recurring - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Assets: | ||
Cash equivalents: | $ 95,498 | |
Marketable securities: | 112,215 | |
Total Assets | 207,713 | $ 308,128 |
Liabilities: | ||
Contingent consideration payable | (12,800) | (15,500) |
Total Liabilities | (12,800) | (15,500) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 15,500 | |
Total fair value adjustments reported in earnings (Acquisition-related expenses, net) | (2,700) | |
Ending balance | 12,800 | |
Corporate bonds | ||
Assets: | ||
Marketable securities: | 77,904 | |
U.S. Treasury debt securities | ||
Assets: | ||
Marketable securities: | 31,867 | |
International debt securities | ||
Assets: | ||
Marketable securities: | 2,444 | |
Money Market Accounts | ||
Assets: | ||
Cash equivalents: | 95,498 | 308,128 |
Level 1 | ||
Assets: | ||
Cash equivalents: | 95,498 | |
Marketable securities: | 34,311 | |
Total Assets | 129,809 | 308,128 |
Liabilities: | ||
Contingent consideration payable | 0 | 0 |
Total Liabilities | 0 | 0 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Ending balance | 0 | |
Level 1 | Corporate bonds | ||
Assets: | ||
Marketable securities: | 0 | |
Level 1 | U.S. Treasury debt securities | ||
Assets: | ||
Marketable securities: | 31,867 | |
Level 1 | International debt securities | ||
Assets: | ||
Marketable securities: | 2,444 | |
Level 1 | Money Market Accounts | ||
Assets: | ||
Cash equivalents: | 95,498 | 308,128 |
Level 2 | ||
Assets: | ||
Cash equivalents: | 0 | |
Marketable securities: | 77,904 | |
Total Assets | 77,904 | 0 |
Liabilities: | ||
Contingent consideration payable | 0 | 0 |
Total Liabilities | 0 | 0 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 0 | |
Ending balance | 0 | |
Level 2 | Corporate bonds | ||
Assets: | ||
Marketable securities: | 77,904 | |
Level 2 | U.S. Treasury debt securities | ||
Assets: | ||
Marketable securities: | 0 | |
Level 2 | International debt securities | ||
Assets: | ||
Marketable securities: | 0 | |
Level 2 | Money Market Accounts | ||
Assets: | ||
Cash equivalents: | 0 | 0 |
Level 3 | ||
Assets: | ||
Cash equivalents: | 0 | |
Marketable securities: | 0 | |
Total Assets | 0 | 0 |
Liabilities: | ||
Contingent consideration payable | (12,800) | (15,500) |
Total Liabilities | (12,800) | (15,500) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 15,500 | |
Ending balance | 12,800 | |
Level 3 | Corporate bonds | ||
Assets: | ||
Marketable securities: | 0 | |
Level 3 | U.S. Treasury debt securities | ||
Assets: | ||
Marketable securities: | 0 | |
Level 3 | International debt securities | ||
Assets: | ||
Marketable securities: | 0 | |
Level 3 | Money Market Accounts | ||
Assets: | ||
Cash equivalents: | $ 0 | $ 0 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Cumulative dividends and adjustments to redeemable convertible preferred stock | $ 0 | $ 0 | $ 0 | $ 277 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (20,049) | $ (11,219) | $ (53,688) | $ (33,473) |
Less: cumulative dividends and adjustments to redeemable convertible preferred stock | 0 | 0 | 0 | (277) |
Net loss attributable to common stockholders, basic | (20,049) | (11,219) | (53,688) | (33,750) |
Net loss attributable to common stockholders, diluted | $ (20,049) | $ (11,219) | $ (53,688) | $ (33,750) |
Weighted average shares of common stock outstanding - basic (in shares) | 91,182,235 | 87,641,416 | 90,703,061 | 56,320,288 |
Weighted average shares of common stock outstanding - diluted (in shares) | 91,182,235 | 87,641,416 | 90,703,061 | 56,320,288 |
Loss per common share - basic (in dollars per share) | $ (0.22) | $ (0.13) | $ (0.59) | $ (0.60) |
Loss per common share - diluted (in dollars per share) | $ (0.22) | $ (0.13) | $ (0.59) | $ (0.60) |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Antidilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive common share equivalents | 13,784,585 | 10,483,281 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive common share equivalents | 6,675,385 | 10,015,930 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive common share equivalents | 7,041,744 | 467,351 |
ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive common share equivalents | 67,456 | 0 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) ft² in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) ft² extension | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) ft² extension | Sep. 30, 2021 USD ($) | |
Operating Leased Assets [Line Items] | ||||
Lease term | 10 years | |||
Office space (in square foot) | ft² | 125 | 125 | ||
Rent expense | $ | $ 1.1 | $ 1.2 | $ 3.2 | $ 3.5 |
Lease Contractual Term One | ||||
Operating Leased Assets [Line Items] | ||||
Number of additional terms | 2 | 2 | ||
Operating lease extension period | 5 years | |||
Lease Contractual Term Two | ||||
Operating Leased Assets [Line Items] | ||||
Number of additional terms | 1 | 1 | ||
Operating lease extension period | 10 years |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Lease Maturity (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 (remaining three months) | $ 936 |
2023 | 3,773 |
2024 | 3,835 |
2025 | 3,898 |
2026 | 3,961 |
Thereafter | 6,736 |
Total minimum lease payments | $ 23,139 |
Commitment and Contingencies _3
Commitment and Contingencies - Schedule of Deferred Rent and Tenant Allowances (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Deferred rent and tenant allowance | $ 5,370 | $ 5,895 |
Less: current portion | (750) | (705) |
Deferred rent and tenant allowance, net of current portion | $ 4,620 | $ 5,190 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Apr. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Apr. 25, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill | $ 146,036 | $ 146,036 | $ 146,036 | $ 48,091 | ||||
Amortization of acquired intangibles | 1,700 | $ 200 | 3,400 | $ 600 | ||||
Segmint, Inc. | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill acquired | 97,900 | $ 99,300 | ||||||
Goodwill | $ 97,945 | $ 97,945 | $ 97,945 | $ 99,310 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Schedule of Total Intangibles, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Value | $ 48,920 | $ 12,420 |
Accumulated Amortization | (4,655) | (1,281) |
Net Carrying Value | 44,265 | 11,139 |
Website domain name | 25 | 25 |
Total carrying value, gross | 48,945 | 12,445 |
Total net carrying value | 44,290 | 11,164 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Value | 20,470 | 5,270 |
Accumulated Amortization | (1,114) | (428) |
Net Carrying Value | 19,356 | 4,842 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Value | 27,700 | 7,100 |
Accumulated Amortization | (3,462) | (822) |
Net Carrying Value | 24,238 | 6,278 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Value | 750 | 50 |
Accumulated Amortization | (79) | (31) |
Net Carrying Value | $ 671 | $ 19 |
Goodwill and Other Intangible_4
Goodwill and Other Intangibles - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (remaining three months) | $ 1,697 | |
2023 | 6,786 | |
2024 | 6,786 | |
2025 | 6,786 | |
2026 | 6,554 | |
Thereafter | 15,656 | |
Net Carrying Value | $ 44,265 | $ 11,139 |