Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 16, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 521.2 | ||
Entity Common Stock, Shares Outstanding | 92,302,501 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders scheduled to be held on May 17, 2023, which will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2022 are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described therein. | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001529274 | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Dallas, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets | |||
Cash and cash equivalents | $ 108,720 | $ 308,581 | |
Marketable securities | 87,635 | 0 | |
Accounts receivable, net | 26,246 | 20,821 | |
Deferred implementation costs, current | 7,855 | 6,272 | |
Prepaid expenses and other current assets | 11,709 | 9,487 | |
Total current assets | 242,165 | 345,161 | |
Property and equipment, net | 13,561 | 11,828 | |
Right of use assets | 14,670 | 0 | |
Deferred implementation costs, net of current portion | 24,783 | 17,991 | |
Intangibles, net | 42,593 | 11,164 | |
Goodwill | 148,017 | 48,091 | |
Other assets | 3,096 | 2,275 | |
Total assets | 488,885 | 436,510 | |
Current liabilities | |||
Current portion of long-term debt | 3,188 | 1,563 | |
Accounts payable | [1] | 4,291 | 3,649 |
Accrued liabilities | 21,643 | 19,083 | |
Deferred rent and tenant allowance, current portion | 0 | 705 | |
Deferred revenues, current portion | 8,835 | 8,198 | |
Lease liabilities, current portion | 3,657 | 0 | |
Total current liabilities | 41,614 | 33,198 | |
Long-term debt, net | 81,392 | 23,053 | |
Deferred revenues, net of current portion | 13,904 | 13,873 | |
Deferred rent and tenant allowance, net of current portion | 0 | 5,190 | |
Deferred income taxes | 1,712 | 85 | |
Lease liabilities, net of current portion | 15,817 | 0 | |
Other non-current liabilities | 400 | 16,500 | |
Total liabilities | 154,839 | 91,899 | |
Commitments and contingencies (Note 11 and 13) | |||
Stockholders’ Equity | |||
Preferred stock, $0.001 par value, 10,000,000 shares authorized and 0 shares issued and outstanding as of December 31, 2022 and 2021 | 0 | 0 | |
Common stock, $0.001 par value, 500,000,000 shares authorized and 92,112,749 and 89,954,657 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 92 | 90 | |
Additional paid-in capital | 706,407 | 658,374 | |
Accumulated deficit | (372,453) | (313,853) | |
Total stockholders’ equity | 334,046 | 344,611 | |
Total liabilities and stockholders' equity | $ 488,885 | $ 436,510 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Preferred stock, issued (in shares) | 0 | 0 | |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
[1]Includes related party accounts payable of $0.3 million and none as of December 31, 2022 and December 31, 2021, respectively. See Note 17. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 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, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 92,112,749 | 89,954,657 |
Common stock, outstanding (in shares) | 92,112,749 | 89,954,657 |
Related party accounts payable | $ 0.3 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | ||||
Revenues | $ 204,270 | $ 152,159 | $ 112,142 | |
Cost of revenues | [1],[2] | 95,946 | 68,352 | 52,986 |
Gross profit | 108,324 | 83,807 | 59,156 | |
Operating expenses: | ||||
Research and development | 69,329 | 48,800 | 40,209 | |
Sales and marketing | 36,811 | 24,174 | 16,683 | |
General and administrative | 71,247 | 50,398 | 36,437 | |
Acquisition-related expenses, net | (12,529) | 2,983 | 839 | |
Amortization of acquired intangibles | 1,155 | 368 | 91 | |
Total operating expenses | 166,013 | 126,723 | 94,259 | |
Loss from operations | (57,689) | (42,916) | (35,103) | |
Non-operating income (expense): | ||||
Interest income | 2,696 | 487 | 55 | |
Interest expense | (3,868) | (1,186) | (489) | |
Loss on financial instruments | (200) | (3,035) | (15,818) | |
Loss before income taxes | (59,061) | (46,650) | (51,355) | |
Provision (benefit) for income taxes | (461) | 172 | 0 | |
Net loss | (58,600) | (46,822) | (51,355) | |
Less: cumulative dividends and adjustments to redeemable convertible preferred stock | 0 | (277) | (5,290) | |
Net loss attributable to common stockholders, diluted | (58,600) | (47,099) | (56,645) | |
Net loss attributable to common stockholders, basic | $ (58,600) | $ (47,099) | $ (56,645) | |
Net loss per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ (0.64) | $ (0.73) | $ (11.78) | |
Diluted (in dollars per share) | $ (0.64) | $ (0.73) | $ (11.78) | |
Weighted average number of shares of common stock outstanding: | ||||
Basic (in shares) | 90,956,521 | 64,510,456 | 4,809,533 | |
Diluted (in shares) | 90,956,521 | 64,510,456 | 4,809,533 | |
[1]Includes amortization of acquired technology of $3.9 million, $0.7 million, and $0.1 million for the years ended December 31, 2022, 2021, and 2020, respectively.[2]Includes fees paid to a related party of $4.4 million for each of the years ended December 31, 2022, 2021, and 2020, respectively.See Note 17. |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fees paid to related parties | $ 4.4 | $ 4.4 | $ 4.4 |
Cost of revenues | |||
Fees paid to related parties | $ 3.9 | $ 0.7 | $ 0.1 |
CONSOLIDATED STATEMENTS OF CHAN
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, 2019 | 54,290,383 | |||
Beginning balance at Dec. 31, 2019 | $ 210,033 | |||
Redeemable Convertible Preferred Stock | ||||
Issuance of redeemable convertible preferred stock, net of issuance (in shares) | 17,935,533 | |||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 227,940 | |||
Cumulative dividends and adjustments to redeemable convertible preferred stock | $ 5,290 | |||
Ending balance (in shares) at Dec. 31, 2020 | 72,225,916 | |||
Ending balance at Dec. 31, 2020 | $ 443,263 | |||
Beginning balance (in shares) at Dec. 31, 2019 | 4,537,955 | |||
Beginning balance at Dec. 31, 2019 | (195,390) | $ 5 | $ 335 | $ (195,730) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 1,954 | 1,954 | ||
Preferred Series E Tranche Liability | (892) | (892) | ||
Exercised stock options (in shares) | 1,706,780 | |||
Exercised stock options | 1,986 | $ 2 | 1,984 | |
Cumulative dividends and adjustments to redeemable convertible preferred stock | (5,290) | (3,381) | (1,909) | |
Repurchase of common stock in tender offer (in shares) | (1,099,373) | |||
Repurchase of common stock in tender offer | (11,329) | $ (2) | (11,327) | |
Repurchase of common stock (in shares) | (235,833) | |||
Repurchase of common stock | (3,207) | (3,207) | ||
Net loss | (51,355) | (51,355) | ||
Ending balance (in shares) at Dec. 31, 2020 | 4,909,529 | |||
Ending balance at Dec. 31, 2020 | (263,523) | $ 5 | (263,528) | |
Redeemable Convertible Preferred Stock | ||||
Cumulative dividends and adjustments to redeemable convertible preferred stock | 277 | |||
Payment of Series B Dividend upon initial public offering | $ (4,969) | |||
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 Dec. 31, 2021 | 0 | |||
Ending balance at Dec. 31, 2021 | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | $ 14,535 | 14,535 | ||
Exercised stock options (in shares) | 5,801,124 | 5,801,124 | ||
Exercised stock options | $ 9,112 | $ 6 | 9,106 | |
Issuance of common stock upon restricted stock unit vesting (in shares) | 3,368 | |||
Common stock issued under Employee Stock Purchase Plan (ESPP) (in shares) | 122,314 | |||
Common stock issued under Employee Stock Purchase Plan (ESPP) | 3,005 | 3,005 | ||
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 and other offering costs (in shares) | 6,900,000 | |||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other offerings costs | 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 | ||
Cost 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 | (46,822) | (46,822) | ||
Ending balance (in shares) at Dec. 31, 2021 | 89,954,657 | |||
Ending balance at Dec. 31, 2021 | $ 344,611 | $ 90 | 658,374 | (313,853) |
Ending balance (in shares) at Dec. 31, 2022 | 0 | |||
Ending balance at Dec. 31, 2022 | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | $ 45,395 | 45,395 | ||
Exercised stock options (in shares) | 1,135,346 | 1,135,346 | ||
Exercised stock options | $ 2,399 | $ 1 | 2,398 | |
Issuance of common stock upon restricted stock unit vesting (in shares) | 698,841 | |||
Issuance of common stock upon restricted stock unit vesting | $ 1 | (1) | ||
Common stock issued under Employee Stock Purchase Plan (ESPP) (in shares) | 323,905 | 323,905 | ||
Common stock issued under Employee Stock Purchase Plan (ESPP) | $ 2,906 | 2,906 | ||
Payments for taxes related to net settlement of equity awards | (2,665) | (2,665) | ||
Net loss | (58,600) | (58,600) | ||
Ending balance (in shares) at Dec. 31, 2022 | 92,112,749 | |||
Ending balance at Dec. 31, 2022 | $ 334,046 | $ 92 | $ 706,407 | $ (372,453) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash flows from operating activities: | ||||
Net loss | $ (58,600) | $ (46,822) | $ (51,355) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization expense | 8,075 | 3,443 | 2,775 | |
Accrued interest on marketable securities, net | (369) | 0 | 0 | |
Stock-based compensation expense | 45,395 | 14,535 | 1,954 | |
Amortization of debt issuance costs | 152 | 50 | 61 | |
Gain on revaluation of contingent consideration | (15,500) | 0 | 0 | |
Loss on financial instruments | 200 | 3,035 | 15,818 | |
Deferred taxes | (690) | 85 | 0 | |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (4,013) | (6,281) | (3,381) | |
Prepaid expenses and other assets | (3,210) | 352 | (4,239) | |
Accounts payable and accrued liabilities | (1,374) | 6,825 | 3,069 | |
Deferred implementation costs | (8,376) | (4,659) | (3,768) | |
Deferred rent and tenant allowances | 0 | (568) | 226 | |
Deferred revenues | 522 | 1,046 | 695 | |
Net cash used in operating activities | (37,788) | (28,959) | (38,145) | |
Cash flows from investing activities: | ||||
Purchase of marketable securities | (187,217) | 0 | 0 | |
Proceeds from maturities and redemptions of marketable securities | 99,750 | 0 | 0 | |
Purchases of property and equipment | (1,057) | (1,120) | (2,147) | |
Capitalized software development costs | (3,645) | (2,577) | 0 | |
Acquisition of business, net of cash acquired | [1] | (131,839) | (18,326) | (25,073) |
Net cash used in investing activities | (224,008) | (22,023) | (27,220) | |
Cash flows from financing activities: | ||||
Proceeds from issuance of long-term debt | 85,000 | 0 | 25,000 | |
Principal payments on debt | (24,688) | (313) | 0 | |
Borrowings on line of credit | 0 | 0 | 13,000 | |
Payments on line of credit | 0 | 0 | (13,000) | |
Payment of holdback funds from acquisition | (1,000) | 0 | 0 | |
Payments for taxes related to net settlement of equity awards | (2,665) | 0 | 0 | |
Proceeds from stock option exercises | 2,399 | 9,112 | 1,986 | |
Proceeds from exercise of warrants | 0 | 645 | 0 | |
Proceeds from ESPP issuance | 2,906 | 3,005 | 0 | |
Proceeds on sales of preferred stock, net of issuance costs | 0 | 0 | 213,896 | |
Deferred IPO issuance costs paid | 0 | (4,520) | (1,154) | |
Debt issuance costs paid | (773) | 0 | (135) | |
Payments on capital lease obligations | (11) | |||
Repurchase of common stock | 0 | (3,497) | (3,207) | |
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and commissions | 0 | 192,810 | 0 | |
Purchase of common stock in tender offer | 0 | 0 | (11,329) | |
Payment of Series B dividend | 0 | (4,969) | 0 | |
Net cash provided by financing activities | 61,179 | 192,273 | 225,046 | |
Net (decrease) increase in cash and cash equivalents and restricted cash | (200,617) | 141,291 | 159,681 | |
Cash and cash equivalents and restricted cash, beginning of period | 312,954 | 171,663 | 11,982 | |
Cash and cash equivalents and restricted cash, end of period | 112,337 | 312,954 | 171,663 | |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 3,612 | 1,100 | 352 | |
Cash paid for taxes | 249 | 32 | 67 | |
Supplemental disclosure of noncash investing and financing activities: | ||||
Deferred IPO offering costs not yet paid | $ 0 | $ 0 | $ 419 | |
[1]See Note 3 for additional information regarding noncash investing activities for the years ended December 31, 2022 and December 31, 2021, related to the acquisition of Segmint and MK. |
Organization
Organization | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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 consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) set by the Financial Accounting Standards Board (“FASB”). References to U.S. GAAP issued by the FASB in these notes are to the FASB Accounting Standards Codification (“ASC”). The consolidated financial statements include accounts of the Company’s wholly owned subsidiaries. All intercompany accounts and transactions are eliminated. 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 consolidated statements 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. Operating Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, which is the Company’s chief executive officer, in deciding how to make operating decisions, allocate resources and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance at the consolidated level. Fair Value of Financial Instruments The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: 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’s financial instruments consist primarily of cash, restricted cash and cash equivalents, marketable securities, accounts receivable, accounts payable, long-term debt, stock warrants 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. Marketable securities include debt securities that are measured at fair value using observable inputs. 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. See Note 11 for additional information regarding fair value measurements. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At December 31, 2022 and 2021, $28.2 million and $308.1 million, respectively, was held in a cash equivalent money market and marketable securities accounts. The Company maintains its cash and cash equivalent balances at primarily one financial institution. 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 consolidated balance sheets at December 31, 2022 and December 31, 2021 represent the additional cash proceeds in deposit with an escrow agent for satisfaction of deferred compensation related to the acquisition of ACH Alert, LLC (“ACH Alert”), 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”). See Note 3 for further information. December 31, (in thousands) 2022 2021 Cash and cash equivalents $ 108,720 $ 308,581 Restricted cash included in Prepaid Expenses and other current assets 3,617 3,373 Restricted cash included in Other assets — 1,000 Total cash and cash equivalents and restricted cash $ 112,337 $ 312,954 Marketable Securities The Company classifies its fixed income marketable securities as trading securities based on its intentions regarding these instruments. Accordingly, marketable securities are reported at fair value, with all unrealized holding gains and losses reflected in the consolidated statements of operations. Accounts Receivable Accounts receivable represents the trade receivables billed to clients and includes unbilled amounts earned and recognized as revenues prior to period end. The accounts receivable allowance reflects a reserve that reduces the Company’s client accounts receivable to the net amount estimated to be collectible. The valuation of accounts receivable is based upon the credit-worthiness of clients, historical collection experience, an estimate of future collectability, and current events. Management also analyzes historical trends of credits issued to clients and specific invoices to estimate an allowance for disputed invoices and billing errors. The Company assesses the collectability of outstanding accounts receivable on an ongoing basis and maintains an allowance for credit losses for accounts receivable deemed uncollectible. The Company analyzes the accounts receivable portfolio for significant risks and considers prior periods and forecasts future collectability to determine the amount of revenues that will ultimately be collected from its customers. This estimate is analyzed quarterly and adjusted as necessary. Identified risks pertaining to the Company's accounts receivable include the delinquency level and customer type. Future collectability is contingent upon current and anticipated macroeconomic conditions that could impact the Company's customers such as unemployment, inflation and regulation matters. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Historically, the Company's collection experience has not varied significantly, and bad debt expenses have been insignificant. The Company maintains reserves for estimated sales credits issued to customers for billing disputes or other service-related reasons. These allowances are recorded as a reduction against current period revenues and accounts receivable. In estimating this allowance, the Company analyzes prior periods to determine the amounts of sales credits issued to customers compared to the revenues in the period that related to the original customer invoice. This estimate is analyzed quarterly and adjusted as necessary. The Company also maintains specific reserves for anticipated contract concessions. Refer to Note 6. Accounts receivable for additional information. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization, using the straight-line method based on estimated useful lives of the related assets. Leasehold improvements are stated at cost, less accumulated depreciation and amortization, using the straight-line method over the shorter of the lease term or the estimated useful lives of the related assets. Repairs and maintenance are charged to expense as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in the 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 consolidated balance sheets. The Company had $5.7 million and $2.6 million in capitalized internal software development costs as of December 31, 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 Development Costs in a Cloud Computing Arrangement The Company capitalizes qualified development costs incurred when modifying certain internal use systems held through hosting arrangements. This is done in accordance with the requirements for capitalizing costs incurred to develop internal-use software. In accordance with current accounting guidance, these capitalized development costs are recorded within prepaid expenses and other current assets and are amortized to software license expense over the remaining fixed, non-cancellable term of the associated hosting arrangement on a straight-line basis beginning on the in-service date. Leases Refer to Note 2. Recently Adopted Accounting Pronouncements for additional information. The Company determines if a contract contains a lease for accounting purposes at the inception of the arrangement. The Company is primarily a lessee with a lease portfolio comprised mainly of real estate and equipment leases. As of December 31, 2022, the Company had no finance leases. The Company has elected to apply the practical expedient which allows the Company to account for lease and non-lease components of a contract as a single leasing arrangement for the real estate asset class. Additionally, the Company elected the short-term lease exemption, whereby leases with initial terms of one year or less are not capitalized and instead expensed generally on a straight-line basis over the lease term. Operating lease assets are included on the Company's consolidated balance sheets in non-current assets as a right-of-use (“ROU”) asset, and represent the Company's right to use an underlying asset for the lease term. Operating lease liabilities are included on the Company's consolidated balance sheets in lease liabilities, current portion, for the portion that is due within 12 months and in lease liabilities, net of current portion, for the portion that is due beyond 12 months of the financial statement date and represent the Company's obligation to make lease payments. ROU assets and lease liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term using an appropriate discount rate. If an implicit rate is not readily determined by the Company's leases, the Company utilizes the incremental borrowing rate based on the available information at the commencement date to determine the lease payments. The depreciable lives of the underlying leased assets are generally limited to the expected lease term inclusive of any optional lease renewals where the Company concludes at the inception of the lease that the Company is reasonably certain of exercising those options. The ROU asset calculation may also include any initial direct costs paid and is reduced by any lease incentives provided by the lessor. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment would be recognized if the estimated undiscounted future cash flows were less than the carrying value of the related assets. Therefore, the carrying amount of such assets would be reduced to fair value. There were no impairment charges for the years ended December 31, 2022, 2021, and 2020. 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 December 31, 2022 and 2021, respectively, which are included in other assets in the accompanying 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 consolidated balance sheets. Deferred costs to obtain client contracts The Company capitalizes certain incremental costs of obtaining a client contract if the costs are deemed recoverable. Costs include commissions and bonuses earned by sales teams and leaders due to the execution of client contracts along with associated employer taxes. Capitalized amounts do not include commissions that are contingent on continued employment over a substantive service period. Contingent commissions are accrued as liabilities and expensed over the requisite employment service period. Deferred commissions are amortized over the benefit period of the client contract. Determining the expected benefit period over which to amortize deferred commissions requires judgment. The Company determines the expected benefit period based upon initial contract lengths, expected renewals and the expected benefit of the underlying technology. Deferred implementation costs The Company capitalizes certain costs to fulfill client contracts such as employee salaries, benefits, stock-based compensation and associated payroll taxes that are directly related to the implementation of its solutions and some third-party costs. The Company only capitalizes implementation costs that it anticipates will be recoverable under the contract. The Company begins amortizing deferred implementation costs ratably over the expected period of client benefit once access to the software-as-a-service (“SaaS”) solution is transferred to the client. Deferred implementation costs are amortized over the benefit period of the client contract. The Company determines the period of benefit by considering factors such as the length of the initial SaaS contract, the likelihood of renewal and the estimated useful life of the underlying technology. Revenue Recognition The Company derives primarily all of its revenues from SaaS subscription services charged for the use of its digital banking solutions. Revenues are recognized net of the most likely amount of sales credits and allowances and presented net of sales and usage-based taxes collected from clients on behalf of governmental authorities. SaaS subscription services 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 typically charged a one-time, upfront implementation fee and recurring annual and monthly access fees for the use of the Company’s digital banking solution. Implementation and integration of the digital banking platform is complex, and the Company has determined that the one-time, upfront services are not distinct. In determining whether implementation services are distinct from subscription services, the Company considered various factors including the significant level of integration, interdependency, and interrelation between the implementation and subscription service, as well as the inability of the clients’ personnel or other service providers to perform significant portions of the services. As a result, the Company defers any arrangement fees for implementation services and recognizes such amounts over time on a ratable basis as one performance obligation with the underlying subscription revenue commencing when the client goes live on the platform, which corresponds with the date the client obtains access to the Company’s digital banking solution and begins to benefit from the service. The Company’s performance obligation for the SaaS series of services includes standing ready over the term of the contract to provide access to all of the clients’ users and process any transactions initiated by those users. The Company invoices clients each month for the contracted minimum number of registered users with an additional amount for users in excess of those minimums. The Company recognizes variable consideration related to registered user counts in excess of the contractual minimum amounts each month. SaaS subscription revenues also includes annual and monthly charges for maintenance and support services which are recognized over the subscription term. As mentioned above, SaaS contracts include a single performance obligation that consists of a series of distinct SaaS services transferred over time that are substantially the same each month. Standalone selling prices (“SSP”) is not required to allocate revenue amongst the distinct services within the series. The Company uses an analysis of pricing and discounting objectives, expected volume of users above contracted minimums and transactions, and client characteristics to ensure the revenue standards’ allocation objectives have been met. In limited circumstances when a contract calls for certain discounting to be triggered by volumes above contracted minimums, the Company is required to estimate these volumes in order to calculate revenue recognition in line with the standard’s allocation objectives. As a part of its SaaS subscription services, the Company provides certain services within the SaaS platform using third-party applications. Contracts include monthly fees based on a minimum number of transactions and additional fees for transactions in excess of those minimums. Generally, minimum transaction fees are recognized on a straight-lined basis over the contract term. Variable consideration earned for transactions in excess of contractual minimums is recognized as revenue in the month the actual transactions are processed. For those services that are processed by third-party applications, management evaluates whether the Company is acting as a principal or an agent based upon the transfer of control of the services to the customer. The Company first obtains control of the inputs to the specific application and directs their use to create the combined output. The Company’s control is evidenced by its involvement in the integration of the application on its platform before it is transferred to the client and is further supported by the Company being primarily responsible to the clients and having discretion in establishing pricing. After evaluating each of the applications used to provide SaaS services, the Company has determined that it is acting as the principal in these transactions. Accordingly, the Company records the revenue on a gross basis and the related expenses are recorded as a component of cost of revenues. During the term of the contract, clients may purchase additional professional services to modify or enhance their licensed SaaS solutions. These services are distinct performance obligations recognized when control of the enhancement is transferred to the client. Cost of Revenues The Company’s cost of revenues is comprised primarily of salaries and other personnel-related costs, including employee benefits, bonuses, stock-based compensation, travel and related costs for employees supporting SaaS subscription, implementation and other services. This includes the costs of the implementation, client support and client success teams, development personnel responsible for maintaining and releasing updates to the platform, as well as third-party cloud-based hosting services. Cost of revenues also includes the direct costs of bill-pay services and other third-party intellectual property included in the Company’s solutions, the amortization of acquired technology, the amortization of capitalized internal use software, and depreciation. Stock-Based Compensation Stock Options Stock options are accounted for using the grant date fair value method. Under this method, stock-based compensation expense is measured by the estimated fair value of the granted stock options at the date of grant using the Black-Scholes option pricing model and recognized over the vesting period with a corresponding increase to additional paid-in capital. The determination of the grant date fair value of stock-based awards using the Black-Scholes option-pricing model is affected, for periods prior to the Company’s initial public offering ("IPO"), by the Company’s estimated common stock fair value as well as other subjective assumptions including the volatility, risk-free interest rate, dividends, and weighted average expected life. The assumptions used in the Company’s option-pricing model represent management’s best estimates. These assumptions and estimates are as follows: Fair Value of Common Stock. Given the absence of an active market for the Company’s shares of common stock prior to its IPO, the fair value of the shares of common stock underlying the Company’s stock options was determined by the Company’s board of directors (the “Board”). • Preliminary Offering Price and Options Granted Subsequent to December 31, 2020. During February 2021, the Company granted stock options to purchase shares of its common stock. The Company established the fair value of these grants based on a straight-line interpolation from its December 31, 2020 valuation and the mid-point of its initial price range in order to determine the appropriate stock-based compensation expense for financial reporting purposes. • Initial Public Offering Price and Options Granted Subsequent to April 13, 2021. The Company’s stock became actively traded upon the completion of its IPO in April 2021. For grants issued upon or subsequent to its IPO, the Company establishes fair value based on the Company’s stock price. Volatility: As the Company does not have the necessary trading history for its common stock, the selected volatility used is representative of expected future volatility. The Company bases expected future volatility on the historical and implied volatility of comparable publicly traded companies over a similar expected term. Risk-Free Interest Rate: The Company bases the risk-free interest rate on the rate for a U.S. Treasury zero-coupon issue with a term that closely approximates the expected life of the option grant at the date nearest the option grant date. Dividends. The Company has never declared or paid any cash dividends and does not presently intend to pay cash dividends in the foreseeable future, other than the aggregate accumulated dividends paid to holders of the Company’s Series B redeemable convertible preferred stock upon the effectiveness of the Company’s IPO. As a result, the Company used a dividends assumption of zero. Weighted Average Expected Life in Years: The expected term of employee stock options reflects the period for which the Company believes the option will remain outstanding. To determine the expected term, the Company applies the simplified approach in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award. In addition to assumptions used in the Black-Scholes option-pricing model, the Company estimates a forfeiture rate to calculate the stock-based compensation expense for its option awards. The Company’s forfeiture rate is based on an analysis of its actual forfeitures. The Company will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. Restricted Stock Units (“RSUs”) RSUs issued upon and subsequent to the Company’s IPO vest upon the satisfaction of a time-based condition only. These RSUs are generally earned over a service period of three The Company estimates a forfeiture rate to calculate the stock-based compensation expense for its RSU awards. The Company’s forfeiture rate is based on an analysis of its actual forfeitures. The Company will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. Employee Stock Purchase Plan The Company’s 2021 Employee Stock Purchase Plan (the “ESPP”) permits employees to purchase the Company's common stock through payroll deductions during six Basic and Diluted Loss per Common Share Basic loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted loss per share is calculated by giving effect to all potentially dilutive common stock, which is comprised of redeemable convertible preferred stock, stock options, RSUs, ESPP obligations, and warrants, when determining the weighted-average number of shares of common stock outstanding. Redeemable Convertible Preferred Stock Warrants The Company’s warrants issued in connection with financing and other arrangements were classified as liabilities. The warrants issued by the Company do not require net cash settlement, however, as the warrants were for the purchase of conditionally redeemable convertible preferred stock, which could have required the Company to transfer assets to the holder upon redemption, the Company recorded the warrants as liabilities on the accompanying consolidated balance sheets. The fair value of these warrants were recorded on the consolidated balance sheets at issuance and marked to market at each reporting period. The change in the fair value of the warrants was recorded in the consolidated statements of operations as a non-cash gain (loss) and was estimated based on the fair value of the redeemable convertible preferred stock to which the warrants related. In connection with the Company’s IPO in 2021, warrants converted from a liability instrument to an equity instrument resulting in a reduction of the warrant liability to $0. All warrants were subsequently exercised into the Company’s common stock as of December 31, 2021. Research and Development Research and development costs consist primarily of personnel-related costs for engineering, information technology and product employees, including salaries, bonuses, other incentive-related compensation, employee benefits and stock-based compensation. In addition, the Company also includes third-party contractor expenses, software development and testing tools, allocated corporate expenses, and other expenses related to developing new solutions and upgrading and enhancing existing solutions. Sales and Marketing Sales and marketing expenses consist primarily of personnel-related costs of sales, marketing and a portion of account management employees, including salaries, bonuses, commissions, other incentive-related compensation, employee benefits and stock-based compensation. Sales and marketing expenses also include travel and related costs, outside consulting fees and marketing programs, including lead generation, costs of the Company’s annual client conference, advertising, trade shows, other event expenses and amortization of acquired client relationships. Advertising costs are expensed when incurred and were not significant for the years ended December 31, 2022, 2021, and 2020. General and Administrative General and administrative expenses consist primarily of personnel-related costs for executive, finance, legal, human resources, information technology, security and compliance and other administrative employees, including salaries, bonuses, commissions, other incentive-related compensation, employee benefits and stock-based compensation. General and administrative expenses also include accounting, auditing and legal professional services fees, travel and other unallocated corporate-related expenses such as the cost of facilities, employee relations, corporate telecommunication and software. Acquisition-Related Expenses, Net Acquisition-related expenses, net, include acquisition-related expenses primarily related to accrual of deferred compensation, legal, consulting, and professional fees. In addition, these expenses are inclusive of any gain or loss on revaluation of contingent consideration. Amortization of Acquired Intangibles Amortization of acquired intangibles represents the amortization of intangible assets recorded in connection with business acquisitions, which are amortized on a straight-line basis over the estimated useful lives of the related assets. Concentrations of Credit Risk Significant concentrations of credit risk arise from the Company’s revenues and accounts receivable. Management believes that its contract acceptance, billing, and collection policies are adequate to minimize potential credit risk. As of December 31, 2022 and 2021, no client represented more than 10% of accounts receivable. For the years ended December 31, 2022, 2021, and 2020, no client represented more than 10% of revenues. At times, cash held in financial institutions may exceed Federal Deposit Insurance Corporation (“FDIC”) limits. Management periodically assesses the financial condition of the institutions to assess credit risk. To date, the Company has not experienced such losses and believes it is not exposed to significant credit risk. As of December 31, 2022 and 2021, cash exceeded FDIC limits by $107.4 million and $307.8 million, respectively. Income Taxes 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. The Company reassesses the realizability of deferred tax assets regularly, and it will adjust the valuation allowance as sufficient objective positive evidence becomes available. The Company evaluates uncertain tax positions with the presumption of audit detection and applies a “more likely than not” standard to determine the recognition of any tax benefits derived from positions taken in various federal and state filings. The Company recognizes liabilities when it believes that an uncertain tax position may not be sustained upon examination |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 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. Since the payouts are contingent upon the continued and future employment of the former owner, these amounts have been excluded from the purchase price. The Company has classified the amounts held in escrow as restricted cash on the consolidated balance sheets and is accruing the estimated payouts over the requisite service period as a component of general and administrative expense on the consolidated statements of operations. For the years ended December 31, 2022, 2021, and 2020, the Company recognized compensation expense of $1.7 million, $2.5 million, and $0.6 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 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 meets 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 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 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 consolidated statements of operations. For the year ended December 31, 2022, the Company reduced the fair value of the contingent earn-out to zero and recorded a gain of $15.5 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 December 31, 2022, the Company determined that 0% of the maximum $25 million contingent consideration would be paid to the seller in accordance with the terms of the purchase agreement as a result of changes in the expected timing of new customer sales and implementations. Transaction costs included in the consolidated statements of operations for the year ended December 31, 2021 were $0.5 million. For the year ended December 31, 2021, the Company had noncash investing activities of $17.5 million related to unpaid consideration and holdback 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 $2.6 million was placed into escrow to secure certain post-closing indemnification obligations in the Merger Agreement. As of December 31, 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 were subject to change as the Company obtained 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 December 31, 2022 Cash $ — $ 601 $ 601 Trade accounts receivables 1,788 7 1,795 Other current assets 323 (8) 315 Property and equipment 35 — 35 Goodwill 99,310 616 99,926 Intangible assets 35,400 1,100 36,500 Total assets acquired $ 136,856 $ 2,316 $ 139,172 Accounts payable $ 768 $ (282) $ 486 Accrued liabilities 188 371 559 Deferred revenues, current 145 — 145 Deferred tax liability — 2,317 2,317 Other non-current liabilities 625 — 625 Total liabilities assumed 1,726 2,406 4,132 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 during the year ended December 31, 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 $2.3 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 | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Depreciation and amortization expense was $3.0 million, $2.4 million, and $2.6 million for the years ended December 31, 2022, 2021, and 2020, respectively. (in thousands) Useful Life December 31, 2022 December 31, 2021 Software 2 to 5 years $ 7,253 $ 3,299 Computers and equipment 3 years 5,606 4,854 Furniture and fixtures 5 years 3,986 3,980 Leasehold improvements 3 to 10 years 11,715 11,712 $ 28,560 $ 23,845 Less: accumulated depreciation and amortization (14,999) (12,017) Property and Equipment, net $ 13,561 $ 11,828 |
Revenues and Deferred Costs
Revenues and Deferred Costs | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues and Deferred Costs | Revenues 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 years ended December 31, 2022, 2021, and 2020: Year ended December 31, (in thousands) 2022 2021 2020 SaaS subscription services $ 194,387 $ 143,575 $ 105,049 Implementation services 6,941 6,291 5,212 Other services 2,942 2,293 1,881 Total revenues $ 204,270 $ 152,159 $ 112,142 The Company recognized approximately $14.8 million of revenue during the year ended December 31, 2022 that was included in deferred revenue in the accompanying balance sheets as of the beginning of the reporting period. For those contracts that were wholly or partially unsatisfied as of December 31, 2022, minimum contracted subscription revenues to be recognized in future periods total approximately $893.4 million. The Company expects to recognize approximately 44.6% percent of this amount as subscription services are transferred to customers over the next 24 months, an additional 32.6% percent in the next 25 to 48 months, and the balance thereafter. This estimate does not include estimated consideration for excess user and transaction processing fees that the Company expects to earn under its subscription contracts. Deferred Cost Recognition The Company capitalized $8.3 million, $4.0 million, and $3.0 million in deferred commissions costs during the years ended December 31, 2022, 2021, and 2020, respectively, and recognized amortization of $2.9 million, $2.1 million, and $1.6 million during the years ended December 31, 2022, 2021, and 2020, respectively. A portion of the increase in deferred commissions was driven by a change in the Company’s commission plan in 2022 which eliminated a requisite service period condition and resulted in an increase in the portion of commissions that were capitalized.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 consolidated balance sheets in the amount of $16.2 million and $10.8 million as of December 31, 2022 and 2021, respectively. The Company capitalized implementation costs of $6.9 million, $6.1 million, and $4.5 million during the years ended December 31, 2022, 2021, and 2020, respectively, and recognized amortization of $3.9 million, $3.0 million, and $2.2 million during the years ended December 31, 2022, 2021, and 2020, respectively. Amortization expense is included in cost of revenues in the accompanying consolidated statements of operations. These deferred costs are considered costs to fulfill client contracts and are included in deferred implementation costs in the accompanying consolidated balance sheets in the amount of $16.4 million and $13.5 million as of December 31, 2022 and 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 years ended December 31, 2022, 2021, and 2020. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable includes the following amount at December 31, 2022 and 2021: December 31, (in thousands) 2022 2021 Trade accounts receivable $ 21,665 $ 15,991 Unbilled receivables 4,621 3,677 Other receivables 747 1,355 Total receivables 27,033 21,023 Allowance for credit losses (467) (39) Reserve for estimated credits (320) (163) $ 26,246 $ 20,821 The Company charged $0.1 million to credit loss expense for the year ended December 31, 2022. The Company charged $0.1 million to credit loss expense and relieved the allowance for credit losses balance in the amount of $0.4 million for the year ended December 31, 2021 for a total allowance for credit losses balance of less than $0.1 million as of December 31, 2021. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following at December 31, 2022 and 2021: December 31, (in thousands) 2022 2021 Bonus accrual $ 6,199 $ 3,725 Accrued vendor purchases 1,496 2,276 Commissions accrual 2,280 2,302 Accrued hosting services 930 1,264 Client refund liability 279 1,004 Deferred compensation payable — 625 Accrued consulting and professional fees 187 657 Accrued tax liabilities 1,147 3,724 MK and Segmint acquisition holdback provision 3,618 1,000 ESPP liability 717 821 Other accrued liabilities 4,790 1,685 Total accrued liabilities $ 21,643 $ 19,083 |
Debt
Debt | 12 Months Ended |
Dec. 31, 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”) and there were no outstanding borrowing as of December 31, 2022. • 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 and there were no outstanding borrowing as of December 31, 2022. 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 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 December 31, 2022. Long-term Debt The following table summarizes long-term debt obligations as of December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Term Debt $ 85,000 $ 24,688 Less unamortized debt issuance costs (420) (72) Net amount 84,580 24,616 Less current maturities of long-term debt (3,188) (1,563) Long-term portion $ 81,392 $ 23,053 Maturities of long-term debt outstanding as of December 31, 2022, are summarized as follows (in thousands): 2023 3,188 2024 7,438 2025 74,374 Thereafter — Total $ 85,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders' Equity (Deficit) In connection with its IPO, the Company's certificate of incorporation was amended and restated such that the total number of shares of common stock authorized to be issued was increased to 500,000,000 shares and the total number of shares of preferred stock authorized to be issued was reduced to 10,000,000 shares. Repurchase of Common Stock For the years ended December 31, 2021 and 2020, former employees obtained a third-party offer for the purchase of shares of common stock held in the Company of 0.2 million and 0.2 million, respectively. As the Company had the right of first refusal for the sale of these shares, the Company repurchased the shares for $3.5 million and $3.2 million in 2021 and 2020, respectively, from the former employees at the price offered. Repurchase of Common Stock in Tender Offer On October 15, 2020, the Company offered to purchase for cash of $15.74 per share of vested stock options or common stock representing up to 20% of each employee’s holdings from employees employed on September 30, 2020. The expiration date of the tender offer was November 12, 2020, and 1.1 million of vested stock options and common stock were tendered resulting in total payments of $17.4 million, which included a $6.1 million non-recurring payment for the excess of the repurchase price over the fair value of the stock on the date of repurchase, recognized as additional compensation expense in the consolidated statements of operations. Redeemable Convertible Preferred Stock As of December 31, 2020, the Company was authorized to issue seven classes of stock: common stock, Series A redeemable convertible preferred stock, Series B redeemable convertible preferred stock, Series C redeemable convertible preferred stock, Series D redeemable convertible preferred stock, Series E redeemable convertible preferred stock and Series F redeemable convertible preferred stock. These preferred shares were classified as temporary equity within the Company’s consolidated balance sheet as of December 31, 2020. Immediately prior to the effectiveness of the Company’s registration statement relating to its IPO, the Company’s outstanding shares of redeemable convertible preferred stock converted into an aggregate of 72,225,916 shares of common stock. With the proceeds from its IPO, the Company paid in full accumulated dividends on its previously outstanding shares of Series B redeemable convertible preferred stock, which totaled approximately $5.0 million. As of December 31, 2022 and 2021, there was no preferred stock issued or outstanding. Warrants In conjunction with financing arrangements with prior lenders, the Company issued warrants for the purchase of shares of the Company’s redeemable convertible preferred stock. All of the Company’s outstanding warrants exercisable for shares of redeemable convertible preferred stock converted into warrants exercisable for 212,408 shares of common stock and were classified as equity immediately prior to the effectiveness of the Company’s registration statement relating to its IPO. All warrants were exercised for aggregate proceeds of $0.6 million during the year ended December 31, 2021. Equity Compensation Plans On February 25, 2021, the Board approved, subject to stockholder approval, which was obtained on March 23, 2021, the ESPP, pursuant to which employees would be able to purchase shares of the Company’s common stock at a 15% discount. The Board provided for a share reserve with respect to the ESPP of 2% of the total number of shares outstanding after the Company’s IPO. The Board further provided that the share reserve will be refreshed by an evergreen provision of 1% of the Company’s outstanding common stock at the end of the prior year, or such lesser amount as the Board or its Compensation Committee may determine. The Company has reserved 2,705,790 shares of common stock for issuance under the ESPP and 2,259,571 shares remain available for future issuance. On February 25, 2021, the Board approved, subject to stockholder approval, which was obtained on March 23, 2021, the Company’s 2021 Incentive Award Plan (the “2021 Plan”), pursuant to which incentive awards may be awarded to employees, directors and consultants. The Board provided that the maximum number of shares of common stock (subject to stock splits, dividends, recapitalizations and the like) issuable under the 2021 Plan is equal to a number of shares equal to (i) 11.0% of the shares of common stock outstanding immediately prior to the effectiveness of its IPO after giving effect to the number of shares being sold in its IPO (including shares subject to outstanding equity awards, and the 2021 share reserve and the ESPP share reserve (as described above)) and assuming no exercise of the underwriters’ option to purchase additional shares, plus (ii) an annual increase on the first day of each year beginning in 2022 and ending in 2031, equal to the lesser of: (a) 5.0% of the shares outstanding on the last day of the prior fiscal year or (b) such lesser amount as determined by the Board, plus (iii) any shares underlying awards outstanding under the 2011 Long-Term Incentive Plan, as amended (the “2011 Plan”), as of immediately prior to the effectiveness of its IPO, that are thereafter forfeited, terminated, expired or repurchased for the original purchase price thereof, subject to certain statutory limits related to “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code. The Company has reserved 16,629,578 shares of common stock for issuance pursuant to awards under the 2021 Plan, and 10,018,849 shares remain available for future issuance. Stock Options A summary of option activity is as follows: Options Outstanding (in thousands except share Number of shares Weighted average exercise price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Balance, January 1, 2021 11,603,131 $ 2.14 7.2 154,581 Granted 2,811,098 16.38 Exercised (5,801,124) 1.57 (107,259) Forfeited (464,252) 7.59 (5,787) Balance, December 31, 2021 8,148,853 $ 7.14 7.4 $ 105,260 Granted — Exercised (1,135,346) 2.11 14,169 Forfeited (745,022) 10.91 3,176 Balance, December 31, 2022 6,268,485 $ 7.61 5.9 $ 48,141 Exercisable at, December 31, 2022 4,777,675 $ 6.02 5.3 $ 43,051 No options were granted for the year ended December 31, 2022. The fair value of options granted was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the years ended December 31, 2021 and 2020 (i) expected term of 5.5 years and 5.9 years, (ii) expected volatility of 36.3% and 34.8%, (iii) risk-free interest rate 0.67% and 0.97%, (iv) expected dividend yield of 0% for all periods. The total fair value of stock options vested during the years ended December 31, 2022, 2021, and 2020 was $15.8 million, $6.4 million, and $2.0 million, respectively. As of December 31, 2022, the total unrecognized stock-based compensation expense related to stock options was $7.8 million, net of forfeitures, which the Company expects to recognize over the next 2.0 years. Certain stock option grants provide the option holder the right to exercise their stock options before they vest. As of December 31, 2022 2021, and 2020, 0.3 million, 0.7 million, and 1.0 million options, respectively, were exercisable that were not yet vested by the option holder at a weighted average exercise price of $2.46, $3.37, and $1.34 per share, respectively. A summary of the status of non-vested options is as follows: Number of shares Weighted Average Grant Date Fair Value Per Share Balance, January 1, 2020 6,211,902 $ 0.72 Granted 2,176,157 1.93 Forfeited (624,481) 0.81 Vested (2,790,823) 0.71 Balance, December 31, 2020 4,972,755 1.22 Granted 2,811,098 8.53 Forfeited (452,738) 3.76 Vested (2,543,328) 2.50 Balance, December 31, 2021 4,787,787 6.10 Granted — Forfeited (675,375) 5.36 Vested (2,281,344) 6.89 Balance, December 31, 2022 1,831,068 $ 5.36 All non-vested stock options issued as of the date of the option holder’s termination will be forfeited, except for certain non-vested stock options granted to executive management that have special vesting provisions upon involuntary termination or resignation. The special provisions call for the accelerated vesting of a portion of the options granted to the employee under certain circumstances. On November 5, 2021, the Company entered into a separation agreement with the former Chief Executive Officer of the Company. The agreement resulted in a modification of the former employee's 438,783 outstanding stock options and 50,000 RSUs, which accelerated certain vesting, resulting in the recognition of $1.9 million of incremental stock-based compensation expense for the year ended December 31, 2021. An additional $8.2 million of expense was recognized ratably over the remaining requisite service period, through December 31, 2022. Restricted Stock Units The Company's restricted stock units vest and settle upon the satisfaction of a service condition. The service condition for the awards is satisfied over generally three The total fair value of restricted stock units vested during the year ended December 31, 2022 was $23.3 million. Restricted stock unit activity was as follows: Number of Units Weighted Average Grant Date Fair Value Per Share Nonvested as of January 1, 2021 — $— Granted 2,915,667 28.48 Vested (3,368) 30.21 Forfeited (44,500) 28.89 Nonvested as of December 31, 2021 2,867,799 $28.48 Granted 5,771,008 14.06 Vested (896,575) 25.88 Forfeited (641,136) 24.27 Nonvested as of December 31, 2022 7,101,096 $17.45 As of December 31, 2022, the total unrecognized stock-based compensation expense related to RSUs was $91.0 million, net of forfeitures, which the Company expects to recognize over the next 3.2 years. Employee Stock Purchase Plan The first offering period commenced on May 15, 2021, and as of December 31, 2022, 446,219 shares have been issued under the ESPP with 323,905 shares issued during the year ended December 31, 2022. Stock-based compensation expense was included in the consolidated statements of operations as follows: Year ended December 31, (in thousands) 2022 2021 2020 Cost of revenues $ 4,389 $ 1,973 $ 369 Research and development 11,398 2,915 417 Sales and marketing 4,042 1,028 147 General and administrative 24,763 8,619 1,021 Total stock-based compensation expenses $ 44,592 $ 14,535 $ 1,954 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the provision (benefit) for income taxes are as follows: Year ended December 31, (In thousands) 2022 2021 2020 Current: Federal $ — $ — $ — State 229 87 — Total current $ 229 $ 87 $ — Deferred: Federal (213) 42 — State (477) 43 — Total deferred (690) 85 — Total provision (benefit) for income taxes $ (461) $ 172 $ — The provision (benefit) for income taxes results in effective rates that differ from the statutory rates. The following is a reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to the total tax expense (benefit) computed at the effective tax rate: Year ended December 31, (In thousands) 2022 2021 2020 Computed tax at federal statutory rate applied to pre-tax loss $ (12,403) 21.0 % $ (9,797) 21.0 % $ (10,785) 21.0 % State income tax, net of federal tax benefit (2,437) 4.1 % (3,927) 8.4 % (1,708) 3.3 % Unrealized loss (gain) on tranche liability — — % — — % 2,825 (5.5) % Stock-based compensation 1,815 (3.1) % (14,905) 31.9 % (746) 1.5 % Other permanent differences, net 279 (0.5) % 388 (0.8) % 174 (0.3) % Executive compensation 1,008 (1.7) % 578 (1.2) % — — % Exercise of warrants — — % 1,162 (2.5) % — — % Return to provision adjustments (54) 0.1 % (645) 1.4 % — — % Other 42 (0.1) % (111) 0.2 % (81) 0.1 % Change in valuation allowance 11,289 (19.1) % 27,429 (58.8) % 10,321 (20.1) % Total $ (461) 0.7 % $ 172 (0.4) % $ — — % Significant components of the Company’s net deferred tax assets and liabilities were as follows as of December 31, 2022 and 2021: December 31, (In thousands) 2022 2021 Deferred tax assets: Deferred revenue $ 5,631 $ 5,440 Deferred rent — 1,453 Accrued expenses 1,816 1,806 Stock-based compensation 6,233 1,927 Net operating loss carryforward (federal and state) 78,073 71,055 Reserve for customer credits 246 290 Goodwill — 334 Intangible assets — 247 Capitalized research and development costs 14,312 — Lease liabilities 4,872 — Other 328 339 Total deferred tax assets 111,511 82,891 Valuation allowance for deferred tax assets (96,256) (81,634) Deferred tax assets, net of valuation allowance 15,255 1,257 Deferred tax liabilities: Fixed assets (459) (637) Right of use assets (3,670) — Goodwill (3,702) — Intangible assets (7,850) — Deferred implementation costs (1,286) (705) Total deferred tax liabilities (16,967) (1,342) Deferred income tax liabilities, net of deferred tax assets $ (1,712) $ (85) At December 31, 2022 and 2021, the Company had federal net operating loss carryforwards of $316.9 million and $290.2 million, respectively, of which $92.3 million and $92.6 million, respectively, is subject to limited carryforward periods and begin to expire in 2033. At December 31, 2022 and 2021, the Company had various apportioned state net operating loss carryforwards of $220.3 million and $180.0 million, respectively, which are subject to varying carryforward periods that begin to expire in 2024. Additionally, the Company had $0.3 million of federal general business credit carryforwards as of December 31, 2022, which begin to expire in 2035. The Company’s ability to utilize net operating loss carryforwards and other tax attributes to reduce future federal taxable income is subject to potential limitations under Internal Revenue Code Section 382 (“Section 382”) and Section 383 and its related tax regulations. The utilization of these attributes may be limited if certain ownership changes by 5% shareholders (as defined in Treasury regulations pursuant to Section 382) and the effects of stock issuances by the Company during any three-year period result in a cumulative change of more than 50% in the beneficial ownership of the Company. In connection with the acquisition of Segmint, the Company acquired tax attributes that are subject to annual utilization limitations. We are in the process of conducting a Section 382 analysis and expect a portion of the acquired tax attributes to expire unutilized. Therefore, we have preliminarily recorded a valuation allowance of $12.8 million, gross, against these acquired NOLs. At December 31, 2022, $41.7 million of our combined federal net operating loss carryforwards, which begin to expire in 2033, remain subject to the annual Section 382 utilization limitation. Subsequent ownership changes may further impact the limitation in future years. At December 31, 2022, $0.1 million of the Company’s federal general business credit carryforwards are subject to limitation under Section 383 and are expected to expire unutilized. The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets. As part of the evaluation, the Company considered historical losses, future reversals of taxable temporary differences, the duration of statutory carryback and carryforward periods, and ongoing prudent and feasible tax planning strategies. As a result, at December 31, 2022 and 2021, the Company established a valuation allowance of $96.3 million and $81.6 million, respectively, for its net deferred tax assets as realization of the net deferred tax assets is not reasonably assured based upon a “more likely than not” threshold. The Company excluded the deferred tax liabilities related to certain indefinite-lived intangibles when calculating the valuation allowance, as these liabilities cannot be considered as a source of income when determining the realizability of the net definite-lived deferred tax assets. In addition to these indefinite-lived deferred tax liabilities, the Company also has indefinite-lived deferred tax assets which were considered as part of the Company’s net deferred tax position. Due to the Segmint acquisition, the Company had deferred tax liabilities in excess of deferred tax assets related to separate state filings for which a valuation allowance was not recorded. The valuation allowance increased by $14.6 million, of which $11.3 million was recorded through current year earnings and $3.3 million was recorded as part of the Segmint business combination, and $27.4 million during the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, the acquisition of Segmint resulted in the recognition of a net deferred tax liability of $2.3 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, the Company released a portion of the pre-existing valuation allowance against the deferred tax assets and recorded a provisional deferred tax benefit of $2.1 million. The Company files income tax returns in the U.S. federal jurisdiction and several state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state or local income tax examinations by tax authorities for tax years before 2018. Operating losses generated in years prior to 2018 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized. The tax years 2018 and forward remain open to examination by all the major taxing jurisdictions to which the Company is subject, though the Company is not currently under examination by any major taxing jurisdiction. The Company did not have any uncertain tax positions as of December 31, 2022 and 2021. The Company’s policy is to accrue interest and penalties related to uncertain tax positions as a component of income tax expense. For the years ended December 31, 2022 and 2021, the Company did not recognize any interest or penalties. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carry back periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company elected to defer the employer side of social security payments resulting in a deferred tax asset for the year ended December 31, 2021. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 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, marketable securities, 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. Marketable securities include debt securities that are measured at fair value using observable inputs. 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 table summarizes the Company’s financial assets measured at fair value as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation: Fair Value at Reporting Date Using (In thousands) December 31, 2022 Level 1 Level 2 Level 3 Assets: Cash equivalents (1) $ 28,173 $ 28,173 $ — $ — Marketable securities: Corporate bonds 26,037 — 26,037 — Commercial paper 36,407 — 36,407 — U.S. Treasury debt securities 22,731 22,731 — — International debt securities 2,460 2,460 — — Total marketable securities 87,635 25,191 62,444 — Total Assets $ 115,808 $ 53,364 $ 62,444 $ — (1) Includes cash sweep account, money market account, and money market funds that have investments in primarily 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: Cash equivalents (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) (15,500) Balance at December 31, 2022 $ — |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Net 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, $0.3 million, and $5.3 million for the years ended December 31, 2022, 2021, 2020, respectively. All of the Company’s outstanding series of redeemable convertible preferred stock are considered to be participating securities. The holders of the Company’s redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses; therefore, no amount of total undistributed loss is 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 2022, 2021, and 2020, the number of shares used to calculate diluted net loss per share of common stock attributable to common stockholders is the same as the number of shares used to calculate basic net loss per share of common stock 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 years ended December 31, 2022, 2021, and 2020: Year ended December 31, (In thousands, except shares and per share amounts) 2022 2021 2020 Net loss $ (58,600) $ (46,822) $ (51,355) Less: cumulative dividends and adjustments to redeemable convertible preferred stock — (277) (5,290) Net loss attributable to common stockholders $ (58,600) $ (47,099) $ (56,645) Weighted average shares of common stock outstanding - basic and diluted 90,956,521 64,510,456 4,809,533 Loss per common share - basic and diluted $ (0.64) $ (0.73) $ (11.78) For the years ended December 31, 2022, 2021, and 2020, the following potential shares were excluded from diluted EPS as the Company had a net loss in each period presented: Year ended December 31, 2022 2021 2020 Stock options 6,268,485 8,148,853 11,603,131 Redeemable convertible preferred stock — — 72,225,916 Warrants — — 212,408 RSUs 7,101,096 2,867,799 — ESPP 48,923 44,169 — Total anti-dilutive common share equivalents 13,418,504 11,060,821 84,041,455 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contractual Commitments The Company has non-cancelable contractual commitments related to third-party products, hosting services and other service costs. The Company is party to several purchase commitments for third-party services that contain both a contractual minimum obligation and a variable obligation based upon usage or other factors which can change on a monthly basis. At December 31, 2022, the Company had approximately $22.3 million of purchase obligations in the next 12 months. 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company adopted ASC Topic 842, Leases on January 1, 2022. The Company leases office space under non-cancellable 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. Renewal options were not included in the ROU asset and lease liability calculation. The Company elected the practical expedient to not provide comparable presentation for periods prior to adoption. In August 2021, the Company entered into an agreement to sublease certain premises of its offices in Plano, Texas. The sublease is classified as an operating lease and has a term of less than three years. Sublease income was $0.3 million and $0.1 million for the years ended December 31, 2022 and 2021, respectively. Operating lease expense consisted of: (in thousands) Year ended December 31, 2022 Operating lease expense $ 3,137 Short term lease expense and other (1) 1,165 Total lease expense $ 4,302 (1) Other lease expense includes variable lease expense and sublease income. Operating rent expense was $4.6 million and $4.7 million for the years ended December 31, 2021 and 2020, respectively. We elected the practical expedient to not provide comparable presentation for periods prior to adoption. Supplemental lease information Cash flow information (in thousands) Year ended December 31, 2022 Cash paid for operating lease liabilities $ 3,710 Right-of-use assets obtained in exchange for operating lease obligations $ 16,918 Operating lease information Year ended December 31, 2022 Weighted-average remaining lease term 5.5 years Weighted-average discount rate 4.6 % The future maturities of operating lease liabilities are as follows: (in thousands) December 31, 2022 2023 3,773 2024 3,835 2025 3,898 2026 3,961 2027 4,024 Thereafter 2,712 Total minimum lease payments $ 22,203 Less: present value discount (2,729) Total lease liability balance $ 19,474 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company sponsors a 401(k) savings plan that covers substantially all employees who have attained 21 years of age. Employees can defer a portion of their annual gross compensation up to limits established by the Internal Revenue Code. The Company currently matches employee contributions at 25% of employee contributions up to 8% of salary. Matching contributions vest based on the employees tenure with the Company. Prior to this change, the plan provided for employer contributions to be made only at the Company’s discretion. Contributions for the years ended December 31, 2022, 2021, and 2020 were $1.5 million, $1.2 million, and $1.0 million, respectively. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2022 and 2021. For the year ended December 31, 2022, the Company recorded $99.9 million to goodwill related to the acquisition of Segmint. See Note 3 for further information. Goodwill has a carrying value of $148.0 million and $48.1 million as of December 31, 2022 and 2021, respectively. Total intangibles, net, consisted of the following as of December 31, 2022 and 2021: As of December 31, 2022 (In thousands) Carrying Value Accumulated Amortization Net Carrying Value Finite-lived: Customer Relationships $ 20,470 $ (1,455) $ 19,015 Developed Technology 27,700 (4,800) 22,900 Tradenames 750 (97) 653 Subtotal amortizable intangible assets 48,920 (6,352) 42,568 Website domain name 25 — 25 Total intangible assets $ 48,945 $ (6,352) $ 42,593 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 $5.1 million, $1.1 million, and $0.2 million for the years ended December 31, 2022, 2021, and 2020, 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): 2023 6,786 2024 6,786 2025 6,786 2026 6,554 2027 3,194 Thereafter 12,462 $ 42,568 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions For the years ended December 31, 2022, 2021, and 2020, CU Cooperative Systems, Inc. (“CU Cooperative”), a vendor, was paid fees of $4.4 million in all three periods, which relates to services resold to the Company’s clients. As of December 31, 2022 the Company had $0.3 million due to CU Cooperative included in accounts payable, and as of December 31, 2021, accounts payable had no amounts due to CU Cooperative. Mr. Todd Clark, who has served as President and Chief Executive Officer of CU Cooperative since 2016, is a member of the Board and was designated to serve as a member of the Board by CU Cooperative. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsPursuant to the terms of the annual evergreen provision in the 2021 Plan, effective January 1, 2023, the number of shares issuable thereunder automatically increased by 4,605,637 shares for a new total of 14,624,486 shares available for issuance. The Board limited the effect of the evergreen provision in the ESPP, and, effective January 1, 2023, the number of shares issuable thereunder increased by 500,000 shares for a new total of 2,759,571 shares available for issuance. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) set by the Financial Accounting Standards Board (“FASB”). References to U.S. GAAP issued by the FASB in these notes are to the FASB Accounting Standards Codification (“ASC”). The consolidated financial statements include accounts of the Company’s wholly owned subsidiaries. All intercompany accounts and transactions are eliminated. 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 consolidated statements 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. |
Operating Segments | Operating Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, which is the Company’s chief executive officer, in deciding how to make operating decisions, allocate resources and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance at the consolidated level. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: 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’s financial instruments consist primarily of cash, restricted cash and cash equivalents, marketable securities, accounts receivable, accounts payable, long-term debt, stock warrants 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. Marketable securities include debt securities that are measured at fair value using observable inputs. 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. See Note 11 for additional information regarding fair value measurements. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
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 consolidated balance sheets at December 31, 2022 and December 31, 2021 represent the additional cash proceeds in deposit with an escrow agent for satisfaction of deferred compensation related to the acquisition of ACH Alert, LLC (“ACH Alert”), 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”). See Note 3 for further information. |
Marketable Securities | Marketable SecuritiesThe Company classifies its fixed income marketable securities as trading securities based on its intentions regarding these instruments. Accordingly, marketable securities are reported at fair value, with all unrealized holding gains and losses reflected in the consolidated statements of operations. |
Accounts Receivable | Accounts Receivable Accounts receivable represents the trade receivables billed to clients and includes unbilled amounts earned and recognized as revenues prior to period end. The accounts receivable allowance reflects a reserve that reduces the Company’s client accounts receivable to the net amount estimated to be collectible. The valuation of accounts receivable is based upon the credit-worthiness of clients, historical collection experience, an estimate of future collectability, and current events. Management also analyzes historical trends of credits issued to clients and specific invoices to estimate an allowance for disputed invoices and billing errors. The Company assesses the collectability of outstanding accounts receivable on an ongoing basis and maintains an allowance for credit losses for accounts receivable deemed uncollectible. The Company analyzes the accounts receivable portfolio for significant risks and considers prior periods and forecasts future collectability to determine the amount of revenues that will ultimately be collected from its customers. This estimate is analyzed quarterly and adjusted as necessary. Identified risks pertaining to the Company's accounts receivable include the delinquency level and customer type. Future collectability is contingent upon current and anticipated macroeconomic conditions that could impact the Company's customers such as unemployment, inflation and regulation matters. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Historically, the Company's collection experience has not varied significantly, and bad debt expenses have been insignificant. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization, using the straight-line method based on estimated useful lives of the related assets. Leasehold improvements are stated at cost, less accumulated depreciation and amortization, using the straight-line method over the shorter of the lease term or the estimated useful lives of the related assets. Repairs and maintenance are charged to expense as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in the 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 consolidated balance sheets. The Company had $5.7 million and $2.6 million in capitalized internal software development costs as of December 31, 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 Development Costs in a Cloud Computing Arrangement The Company capitalizes qualified development costs incurred when modifying certain internal use systems held through hosting arrangements. This is done in accordance with the requirements for capitalizing costs incurred to develop internal-use software. In accordance with current accounting guidance, these capitalized development costs are recorded within prepaid expenses and other current assets and are amortized to software license expense over the remaining fixed, non-cancellable term of the associated hosting arrangement on a straight-line basis beginning on the in-service date. |
Leases | Leases Refer to Note 2. Recently Adopted Accounting Pronouncements for additional information. The Company determines if a contract contains a lease for accounting purposes at the inception of the arrangement. The Company is primarily a lessee with a lease portfolio comprised mainly of real estate and equipment leases. As of December 31, 2022, the Company had no finance leases. The Company has elected to apply the practical expedient which allows the Company to account for lease and non-lease components of a contract as a single leasing arrangement for the real estate asset class. Additionally, the Company elected the short-term lease exemption, whereby leases with initial terms of one year or less are not capitalized and instead expensed generally on a straight-line basis over the lease term. Operating lease assets are included on the Company's consolidated balance sheets in non-current assets as a right-of-use (“ROU”) asset, and represent the Company's right to use an underlying asset for the lease term. Operating lease liabilities are included on the Company's consolidated balance sheets in lease liabilities, current portion, for the portion that is due within 12 months and in lease liabilities, net of current portion, for the portion that is due beyond 12 months of the financial statement date and represent the Company's obligation to make lease payments. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment would be recognized if the estimated undiscounted future cash flows were less than the carrying value of the related assets. Therefore, the carrying amount of such assets would be reduced to fair value. |
Contract Balances and Revenue Recognition | 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 December 31, 2022 and 2021, respectively, which are included in other assets in the accompanying 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 consolidated balance sheets. Revenue Recognition The Company derives primarily all of its revenues from SaaS subscription services charged for the use of its digital banking solutions. Revenues are recognized net of the most likely amount of sales credits and allowances and presented net of sales and usage-based taxes collected from clients on behalf of governmental authorities. SaaS subscription services 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 typically charged a one-time, upfront implementation fee and recurring annual and monthly access fees for the use of the Company’s digital banking solution. Implementation and integration of the digital banking platform is complex, and the Company has determined that the one-time, upfront services are not distinct. In determining whether implementation services are distinct from subscription services, the Company considered various factors including the significant level of integration, interdependency, and interrelation between the implementation and subscription service, as well as the inability of the clients’ personnel or other service providers to perform significant portions of the services. As a result, the Company defers any arrangement fees for implementation services and recognizes such amounts over time on a ratable basis as one performance obligation with the underlying subscription revenue commencing when the client goes live on the platform, which corresponds with the date the client obtains access to the Company’s digital banking solution and begins to benefit from the service. The Company’s performance obligation for the SaaS series of services includes standing ready over the term of the contract to provide access to all of the clients’ users and process any transactions initiated by those users. The Company invoices clients each month for the contracted minimum number of registered users with an additional amount for users in excess of those minimums. The Company recognizes variable consideration related to registered user counts in excess of the contractual minimum amounts each month. SaaS subscription revenues also includes annual and monthly charges for maintenance and support services which are recognized over the subscription term. As mentioned above, SaaS contracts include a single performance obligation that consists of a series of distinct SaaS services transferred over time that are substantially the same each month. Standalone selling prices (“SSP”) is not required to allocate revenue amongst the distinct services within the series. The Company uses an analysis of pricing and discounting objectives, expected volume of users above contracted minimums and transactions, and client characteristics to ensure the revenue standards’ allocation objectives have been met. In limited circumstances when a contract calls for certain discounting to be triggered by volumes above contracted minimums, the Company is required to estimate these volumes in order to calculate revenue recognition in line with the standard’s allocation objectives. As a part of its SaaS subscription services, the Company provides certain services within the SaaS platform using third-party applications. Contracts include monthly fees based on a minimum number of transactions and additional fees for transactions in excess of those minimums. Generally, minimum transaction fees are recognized on a straight-lined basis over the contract term. Variable consideration earned for transactions in excess of contractual minimums is recognized as revenue in the month the actual transactions are processed. For those services that are processed by third-party applications, management evaluates whether the Company is acting as a principal or an agent based upon the transfer of control of the services to the customer. The Company first obtains control of the inputs to the specific application and directs their use to create the combined output. The Company’s control is evidenced by its involvement in the integration of the application on its platform before it is transferred to the client and is further supported by the Company being primarily responsible to the clients and having discretion in establishing pricing. After evaluating each of the applications used to provide SaaS services, the Company has determined that it is acting as the principal in these transactions. Accordingly, the Company records the revenue on a gross basis and the related expenses are recorded as a component of cost of revenues. During the term of the contract, clients may purchase additional professional services to modify or enhance their licensed SaaS solutions. These services are distinct performance obligations recognized when control of the enhancement is transferred to the client. |
Deferred costs to obtain client contracts and Deferred implementation costs | Deferred costs to obtain client contracts The Company capitalizes certain incremental costs of obtaining a client contract if the costs are deemed recoverable. Costs include commissions and bonuses earned by sales teams and leaders due to the execution of client contracts along with associated employer taxes. Capitalized amounts do not include commissions that are contingent on continued employment over a substantive service period. Contingent commissions are accrued as liabilities and expensed over the requisite employment service period. Deferred commissions are amortized over the benefit period of the client contract. Determining the expected benefit period over which to amortize deferred commissions requires judgment. The Company determines the expected benefit period based upon initial contract lengths, expected renewals and the expected benefit of the underlying technology. Deferred implementation costs The Company capitalizes certain costs to fulfill client contracts such as employee salaries, benefits, stock-based compensation and associated payroll taxes that are directly related to the implementation of its solutions and some third-party costs. The Company only capitalizes implementation costs that it anticipates will be recoverable under the contract. The Company begins amortizing deferred implementation costs ratably over the expected period of client benefit once access to the software-as-a-service (“SaaS”) solution is transferred to the client. Deferred implementation costs are amortized over the benefit period of the client contract. The Company determines the period of benefit by considering factors such as the length of the initial SaaS contract, the likelihood of renewal and the estimated useful life of the underlying technology. |
Cost of Revenues | Cost of Revenues The Company’s cost of revenues is comprised primarily of salaries and other personnel-related costs, including employee benefits, bonuses, stock-based compensation, travel and related costs for employees supporting SaaS subscription, implementation and other services. This includes the costs of the implementation, client support and client success teams, development personnel responsible for maintaining and releasing updates to the platform, as well as third-party cloud-based hosting services. Cost of revenues also includes the direct costs of bill-pay services and other third-party intellectual property included in the Company’s solutions, the amortization of acquired technology, the amortization of capitalized internal use software, and depreciation. |
Stock-Based Compensation | Stock-Based Compensation Stock Options Stock options are accounted for using the grant date fair value method. Under this method, stock-based compensation expense is measured by the estimated fair value of the granted stock options at the date of grant using the Black-Scholes option pricing model and recognized over the vesting period with a corresponding increase to additional paid-in capital. The determination of the grant date fair value of stock-based awards using the Black-Scholes option-pricing model is affected, for periods prior to the Company’s initial public offering ("IPO"), by the Company’s estimated common stock fair value as well as other subjective assumptions including the volatility, risk-free interest rate, dividends, and weighted average expected life. The assumptions used in the Company’s option-pricing model represent management’s best estimates. These assumptions and estimates are as follows: Fair Value of Common Stock. Given the absence of an active market for the Company’s shares of common stock prior to its IPO, the fair value of the shares of common stock underlying the Company’s stock options was determined by the Company’s board of directors (the “Board”). • Preliminary Offering Price and Options Granted Subsequent to December 31, 2020. During February 2021, the Company granted stock options to purchase shares of its common stock. The Company established the fair value of these grants based on a straight-line interpolation from its December 31, 2020 valuation and the mid-point of its initial price range in order to determine the appropriate stock-based compensation expense for financial reporting purposes. • Initial Public Offering Price and Options Granted Subsequent to April 13, 2021. The Company’s stock became actively traded upon the completion of its IPO in April 2021. For grants issued upon or subsequent to its IPO, the Company establishes fair value based on the Company’s stock price. Volatility: As the Company does not have the necessary trading history for its common stock, the selected volatility used is representative of expected future volatility. The Company bases expected future volatility on the historical and implied volatility of comparable publicly traded companies over a similar expected term. Risk-Free Interest Rate: The Company bases the risk-free interest rate on the rate for a U.S. Treasury zero-coupon issue with a term that closely approximates the expected life of the option grant at the date nearest the option grant date. Dividends. The Company has never declared or paid any cash dividends and does not presently intend to pay cash dividends in the foreseeable future, other than the aggregate accumulated dividends paid to holders of the Company’s Series B redeemable convertible preferred stock upon the effectiveness of the Company’s IPO. As a result, the Company used a dividends assumption of zero. Weighted Average Expected Life in Years: The expected term of employee stock options reflects the period for which the Company believes the option will remain outstanding. To determine the expected term, the Company applies the simplified approach in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award. In addition to assumptions used in the Black-Scholes option-pricing model, the Company estimates a forfeiture rate to calculate the stock-based compensation expense for its option awards. The Company’s forfeiture rate is based on an analysis of its actual forfeitures. The Company will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. Restricted Stock Units (“RSUs”) RSUs issued upon and subsequent to the Company’s IPO vest upon the satisfaction of a time-based condition only. These RSUs are generally earned over a service period of three The Company estimates a forfeiture rate to calculate the stock-based compensation expense for its RSU awards. The Company’s forfeiture rate is based on an analysis of its actual forfeitures. The Company will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. Employee Stock Purchase Plan The Company’s 2021 Employee Stock Purchase Plan (the “ESPP”) permits employees to purchase the Company's common stock through payroll deductions during six |
Basic and Diluted Loss per Common Share | Basic and Diluted Loss per Common Share Basic loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted loss per share is calculated by giving effect to all potentially dilutive common stock, which is comprised of redeemable convertible preferred stock, stock options, RSUs, ESPP obligations, and warrants, when determining the weighted-average number of shares of common stock outstanding. |
Redeemable Convertible Preferred Stock Warrants | Redeemable Convertible Preferred Stock Warrants The Company’s warrants issued in connection with financing and other arrangements were classified as liabilities. The warrants issued by the Company do not require net cash settlement, however, as the warrants were for the purchase of conditionally redeemable convertible preferred |
Research and Development | Research and DevelopmentResearch and development costs consist primarily of personnel-related costs for engineering, information technology and product employees, including salaries, bonuses, other incentive-related compensation, employee benefits and stock-based compensation. In addition, the Company also includes third-party contractor expenses, software development and testing tools, allocated corporate expenses, and other expenses related to developing new solutions and upgrading and enhancing existing solutions. |
Sales and Marketing, General and Administrative | Sales and Marketing Sales and marketing expenses consist primarily of personnel-related costs of sales, marketing and a portion of account management employees, including salaries, bonuses, commissions, other incentive-related compensation, employee benefits and stock-based compensation. Sales and marketing expenses also include travel and related costs, outside consulting fees and marketing programs, including lead generation, costs of the Company’s annual client conference, advertising, trade shows, other event expenses and amortization of acquired client relationships. Advertising costs are expensed when incurred and were not significant for the years ended December 31, 2022, 2021, and 2020. General and Administrative |
Acquisition-Related Expenses, net | Acquisition-Related Expenses, Net Acquisition-related expenses, net, include acquisition-related expenses primarily related to accrual of deferred compensation, legal, consulting, and professional fees. In addition, these expenses are inclusive of any gain or loss on revaluation of contingent consideration. |
Amortization of Acquired Intangibles | Amortization of Acquired Intangibles Amortization of acquired intangibles represents the amortization of intangible assets recorded in connection with business acquisitions, which are amortized on a straight-line basis over the estimated useful lives of the related assets. |
Concentrations of Credit Risk | Concentrations of Credit Risk Significant concentrations of credit risk arise from the Company’s revenues and accounts receivable. Management believes that its contract acceptance, billing, and collection policies are adequate to minimize potential credit risk. As of December 31, 2022 and 2021, no client represented more than 10% of accounts receivable. For the years ended December 31, 2022, 2021, and 2020, no client represented more than 10% of revenues. |
Income Taxes | Income Taxes 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. The Company reassesses the realizability of deferred tax assets regularly, and it will adjust the valuation allowance as sufficient objective positive evidence becomes available. The Company evaluates uncertain tax positions with the presumption of audit detection and applies a “more likely than not” standard to determine the recognition of any tax benefits derived from positions taken in various federal and state filings. The Company recognizes liabilities when it believes that an uncertain tax position may not be sustained upon examination by the tax authorities. The Company’s policy is to accrue interest and penalties related to uncertain tax positions as a component of income tax expense. Because of the complexity of some of these uncertainties, the ultimate resolution may differ from the amounts recognized. |
Business Combinations | Business Combinations The Company’s acquisitions are accounted for using the acquisition method of business combinations accounting. The Company recognizes the consideration transferred (i.e., purchase price) in a business combination as well as the acquired business’ identifiable assets, liabilities, and any non-controlling interests at their acquisition date fair value. The excess of the consideration transferred over the fair value of the identifiable assets, liabilities, and non-controlling interest, is recorded as goodwill in the consolidated financial statements. Several valuation methods may be used to determine the fair value of assets acquired and liabilities assumed. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. Determining the useful life of an intangible asset also requires judgment as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to its preliminary estimates to goodwill, provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. For acquisitions involving additional consideration to be transferred to the selling parties in the event certain future events occur or conditions are met (“contingent consideration”), the Company recognizes the acquisition date fair value of contingent consideration as part of the consideration transferred in exchange for the business combination. Contingent consideration meeting the criteria to be classified as equity in the consolidated balance sheets is not remeasured, and its subsequent settlement is recorded within stockholders’ equity (deficit). Contingent consideration classified as a liability is remeasured to fair value at each reporting date until the contingency is resolved, with any changes in fair value recognized in the consolidated statements of operations. |
Intangible Assets | Intangible Assets Intangible assets with determinable economic lives are carried at cost, less accumulated amortization. The Company’s intangible assets are largely acquired in business combinations and include customer relationships, developed technology, and trade names. Intangible assets are amortized over the shorter of the contractual life or the estimated useful life. Intangible assets are amortized on a straight-line basis. Estimated useful lives for intangible assets primarily consist of the following: Customer relationships - 15 years Developed technology - 5 or 7 years Trade name - 2 or 10 years Amortization of acquired developed technologies is included in Cost of revenues, and amortization of acquired customer relationships and trade names is included in Sales & marketing expenses in the accompanying consolidated statements of operations. |
Goodwill | GoodwillGoodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized, but rather the carrying amounts of these assets are assessed for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. The Company performs a quantitative goodwill assessment and determines the fair value of the reporting unit using a combination of an income approach, employing a discounted cash flow model, and a market approach. As the Company operates in a single reporting unit, the impairment test is performed at the consolidated entity level by comparing the estimated fair value of the Company to the carrying value of the Company. Goodwill impairment, if any, is evaluated by comparing the reporting unit’s fair value to its carrying value. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842 (Leases), which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. In July 2018, the FASB also issued ASU 2018-11, Targeted Improvements, which provides the option to adopt ASU No. 2016-02 retrospectively for each prior period presented or as of the adoption date with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. In January 2019, the FASB issued ASU No. 2019-01, “Leases (Topic 842): Codification Improvements” to clarify the required disclosures of ASU No 2016-02 and explicitly exempt entities from disclosing the effect of the change for the interim period. The Company adopted the standard effective January 1, 2022 and elected the package of practical expedients permitted under the transition guidance with Topic 842, which among other things, allows us to carry forward the historical lease classification. Adoption of the new standard resulted in the recording of ROU assets and lease liabilities of approximately $16.9 million and $22.4 million, respectively, as of January 1, 2022. The difference between the ROU asset and lease liabilities is related to deferred rent and tenant improvement allowances at the date of adoption. The standard had no impact on our consolidated statements of operations. In June 2016, the FASB issued ASU No. 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. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). The ASU clarifies that operating lease receivables are not within the scope of ASC 326-20 and should instead be accounted for under the new leasing standard, ASC 842. 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 adopted the standard effective January 1, 2022. The impact of adopting this standard was not material to the consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to U.S. GAAP on contract modifications, hedging relationships, and other transactions affected by reference rate reform to ease entities' financial reporting burdens as the market transitions from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and may be applied prospectively to contract modifications made, hedging relationships entered into, and other transactions affected by reference rate reform, evaluated on or before December 31, 2022, beginning during the reporting period in which the guidance has been elected. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extended the date to December 31, 2024. The Company does not have any receivables, hedging relationships, lease agreements, or debt agreements that reference LIBOR or another reference rate expected to be discontinued. On April 29, 2022, the Company amended and restated our credit agreement. At the same time, the Company also amended its master note agreement. As a result of those amendments, the Company’s floating rate debt no longer references a LIBOR based benchmark rate. Therefore, the Company will not be electing the optional practical expedients associated with this ASU. In October 2021, the FASB issued ASU No. 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 periods within those fiscal years. An entity that early adopts this guidance in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company early adopted the standard during the second quarter of 2022, has applied the related accounting to the business combination completed in the current fiscal year and will apply the standard to all business combinations completed prospectively. The adoption of ASU 2021-08 did not have a material impact on the consolidated financial statements. On May 3, 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard was effective for fiscal years beginning after December 15, 2021, and the standard was adopted and applied prospectively by the Company as of January 1, 2022, but the adoption and application did not have a significant impact on the Company's financial statements and disclosures, including interim periods. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | December 31, (in thousands) 2022 2021 Cash and cash equivalents $ 108,720 $ 308,581 Restricted cash included in Prepaid Expenses and other current assets 3,617 3,373 Restricted cash included in Other assets — 1,000 Total cash and cash equivalents and restricted cash $ 112,337 $ 312,954 |
Schedule of Restrictions on Cash and Cash Equivalents | December 31, (in thousands) 2022 2021 Cash and cash equivalents $ 108,720 $ 308,581 Restricted cash included in Prepaid Expenses and other current assets 3,617 3,373 Restricted cash included in Other assets — 1,000 Total cash and cash equivalents and restricted cash $ 112,337 $ 312,954 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 Cash $ — $ 601 $ 601 Trade accounts receivables 1,788 7 1,795 Other current assets 323 (8) 315 Property and equipment 35 — 35 Goodwill 99,310 616 99,926 Intangible assets 35,400 1,100 36,500 Total assets acquired $ 136,856 $ 2,316 $ 139,172 Accounts payable $ 768 $ (282) $ 486 Accrued liabilities 188 371 559 Deferred revenues, current 145 — 145 Deferred tax liability — 2,317 2,317 Other non-current liabilities 625 — 625 Total liabilities assumed 1,726 2,406 4,132 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) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | (in thousands) Useful Life December 31, 2022 December 31, 2021 Software 2 to 5 years $ 7,253 $ 3,299 Computers and equipment 3 years 5,606 4,854 Furniture and fixtures 5 years 3,986 3,980 Leasehold improvements 3 to 10 years 11,715 11,712 $ 28,560 $ 23,845 Less: accumulated depreciation and amortization (14,999) (12,017) Property and Equipment, net $ 13,561 $ 11,828 |
Revenues and Deferred Costs (Ta
Revenues and Deferred Costs (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2022, 2021, and 2020: Year ended December 31, (in thousands) 2022 2021 2020 SaaS subscription services $ 194,387 $ 143,575 $ 105,049 Implementation services 6,941 6,291 5,212 Other services 2,942 2,293 1,881 Total revenues $ 204,270 $ 152,159 $ 112,142 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable includes the following amount at December 31, 2022 and 2021: December 31, (in thousands) 2022 2021 Trade accounts receivable $ 21,665 $ 15,991 Unbilled receivables 4,621 3,677 Other receivables 747 1,355 Total receivables 27,033 21,023 Allowance for credit losses (467) (39) Reserve for estimated credits (320) (163) $ 26,246 $ 20,821 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following at December 31, 2022 and 2021: December 31, (in thousands) 2022 2021 Bonus accrual $ 6,199 $ 3,725 Accrued vendor purchases 1,496 2,276 Commissions accrual 2,280 2,302 Accrued hosting services 930 1,264 Client refund liability 279 1,004 Deferred compensation payable — 625 Accrued consulting and professional fees 187 657 Accrued tax liabilities 1,147 3,724 MK and Segmint acquisition holdback provision 3,618 1,000 ESPP liability 717 821 Other accrued liabilities 4,790 1,685 Total accrued liabilities $ 21,643 $ 19,083 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes long-term debt obligations as of December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Term Debt $ 85,000 $ 24,688 Less unamortized debt issuance costs (420) (72) Net amount 84,580 24,616 Less current maturities of long-term debt (3,188) (1,563) Long-term portion $ 81,392 $ 23,053 |
Schedule of Maturities of Long-term Debt | Maturities of long-term debt outstanding as of December 31, 2022, are summarized as follows (in thousands): 2023 3,188 2024 7,438 2025 74,374 Thereafter — Total $ 85,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Arrangement, Option, Activity | A summary of option activity is as follows: Options Outstanding (in thousands except share Number of shares Weighted average exercise price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Balance, January 1, 2021 11,603,131 $ 2.14 7.2 154,581 Granted 2,811,098 16.38 Exercised (5,801,124) 1.57 (107,259) Forfeited (464,252) 7.59 (5,787) Balance, December 31, 2021 8,148,853 $ 7.14 7.4 $ 105,260 Granted — Exercised (1,135,346) 2.11 14,169 Forfeited (745,022) 10.91 3,176 Balance, December 31, 2022 6,268,485 $ 7.61 5.9 $ 48,141 Exercisable at, December 31, 2022 4,777,675 $ 6.02 5.3 $ 43,051 |
Schedule of Nonvested Share Activity | A summary of the status of non-vested options is as follows: Number of shares Weighted Average Grant Date Fair Value Per Share Balance, January 1, 2020 6,211,902 $ 0.72 Granted 2,176,157 1.93 Forfeited (624,481) 0.81 Vested (2,790,823) 0.71 Balance, December 31, 2020 4,972,755 1.22 Granted 2,811,098 8.53 Forfeited (452,738) 3.76 Vested (2,543,328) 2.50 Balance, December 31, 2021 4,787,787 6.10 Granted — Forfeited (675,375) 5.36 Vested (2,281,344) 6.89 Balance, December 31, 2022 1,831,068 $ 5.36 |
Schedule of Unvested Restricted Stock Units Roll Forward | Restricted stock unit activity was as follows: Number of Units Weighted Average Grant Date Fair Value Per Share Nonvested as of January 1, 2021 — $— Granted 2,915,667 28.48 Vested (3,368) 30.21 Forfeited (44,500) 28.89 Nonvested as of December 31, 2021 2,867,799 $28.48 Granted 5,771,008 14.06 Vested (896,575) 25.88 Forfeited (641,136) 24.27 Nonvested as of December 31, 2022 7,101,096 $17.45 |
Schedule of Share-based Payment Arrangement, Expensed and Capitalized, Amount | Stock-based compensation expense was included in the consolidated statements of operations as follows: Year ended December 31, (in thousands) 2022 2021 2020 Cost of revenues $ 4,389 $ 1,973 $ 369 Research and development 11,398 2,915 417 Sales and marketing 4,042 1,028 147 General and administrative 24,763 8,619 1,021 Total stock-based compensation expenses $ 44,592 $ 14,535 $ 1,954 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision (benefit) for income taxes are as follows: Year ended December 31, (In thousands) 2022 2021 2020 Current: Federal $ — $ — $ — State 229 87 — Total current $ 229 $ 87 $ — Deferred: Federal (213) 42 — State (477) 43 — Total deferred (690) 85 — Total provision (benefit) for income taxes $ (461) $ 172 $ — |
Schedule of Effective Income Tax Rate Reconciliation | The provision (benefit) for income taxes results in effective rates that differ from the statutory rates. The following is a reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to the total tax expense (benefit) computed at the effective tax rate: Year ended December 31, (In thousands) 2022 2021 2020 Computed tax at federal statutory rate applied to pre-tax loss $ (12,403) 21.0 % $ (9,797) 21.0 % $ (10,785) 21.0 % State income tax, net of federal tax benefit (2,437) 4.1 % (3,927) 8.4 % (1,708) 3.3 % Unrealized loss (gain) on tranche liability — — % — — % 2,825 (5.5) % Stock-based compensation 1,815 (3.1) % (14,905) 31.9 % (746) 1.5 % Other permanent differences, net 279 (0.5) % 388 (0.8) % 174 (0.3) % Executive compensation 1,008 (1.7) % 578 (1.2) % — — % Exercise of warrants — — % 1,162 (2.5) % — — % Return to provision adjustments (54) 0.1 % (645) 1.4 % — — % Other 42 (0.1) % (111) 0.2 % (81) 0.1 % Change in valuation allowance 11,289 (19.1) % 27,429 (58.8) % 10,321 (20.1) % Total $ (461) 0.7 % $ 172 (0.4) % $ — — % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred tax assets and liabilities were as follows as of December 31, 2022 and 2021: December 31, (In thousands) 2022 2021 Deferred tax assets: Deferred revenue $ 5,631 $ 5,440 Deferred rent — 1,453 Accrued expenses 1,816 1,806 Stock-based compensation 6,233 1,927 Net operating loss carryforward (federal and state) 78,073 71,055 Reserve for customer credits 246 290 Goodwill — 334 Intangible assets — 247 Capitalized research and development costs 14,312 — Lease liabilities 4,872 — Other 328 339 Total deferred tax assets 111,511 82,891 Valuation allowance for deferred tax assets (96,256) (81,634) Deferred tax assets, net of valuation allowance 15,255 1,257 Deferred tax liabilities: Fixed assets (459) (637) Right of use assets (3,670) — Goodwill (3,702) — Intangible assets (7,850) — Deferred implementation costs (1,286) (705) Total deferred tax liabilities (16,967) (1,342) Deferred income tax liabilities, net of deferred tax assets $ (1,712) $ (85) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes the Company’s financial assets measured at fair value as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation: Fair Value at Reporting Date Using (In thousands) December 31, 2022 Level 1 Level 2 Level 3 Assets: Cash equivalents (1) $ 28,173 $ 28,173 $ — $ — Marketable securities: Corporate bonds 26,037 — 26,037 — Commercial paper 36,407 — 36,407 — U.S. Treasury debt securities 22,731 22,731 — — International debt securities 2,460 2,460 — — Total marketable securities 87,635 25,191 62,444 — Total Assets $ 115,808 $ 53,364 $ 62,444 $ — (1) Includes cash sweep account, money market account, and money market funds that have investments in primarily 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: Cash equivalents (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. |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | 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) (15,500) Balance at December 31, 2022 $ — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2022, 2021, and 2020: Year ended December 31, (In thousands, except shares and per share amounts) 2022 2021 2020 Net loss $ (58,600) $ (46,822) $ (51,355) Less: cumulative dividends and adjustments to redeemable convertible preferred stock — (277) (5,290) Net loss attributable to common stockholders $ (58,600) $ (47,099) $ (56,645) Weighted average shares of common stock outstanding - basic and diluted 90,956,521 64,510,456 4,809,533 Loss per common share - basic and diluted $ (0.64) $ (0.73) $ (11.78) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the years ended December 31, 2022, 2021, and 2020, the following potential shares were excluded from diluted EPS as the Company had a net loss in each period presented: Year ended December 31, 2022 2021 2020 Stock options 6,268,485 8,148,853 11,603,131 Redeemable convertible preferred stock — — 72,225,916 Warrants — — 212,408 RSUs 7,101,096 2,867,799 — ESPP 48,923 44,169 — Total anti-dilutive common share equivalents 13,418,504 11,060,821 84,041,455 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease, Cost | Operating lease expense consisted of: (in thousands) Year ended December 31, 2022 Operating lease expense $ 3,137 Short term lease expense and other (1) 1,165 Total lease expense $ 4,302 (1) Other lease expense includes variable lease expense and sublease income. Supplemental lease information Cash flow information (in thousands) Year ended December 31, 2022 Cash paid for operating lease liabilities $ 3,710 Right-of-use assets obtained in exchange for operating lease obligations $ 16,918 Operating lease information Year ended December 31, 2022 Weighted-average remaining lease term 5.5 years Weighted-average discount rate 4.6 % |
Lessee, Operating Lease, Liability, Maturity | The future maturities of operating lease liabilities are as follows: (in thousands) December 31, 2022 2023 3,773 2024 3,835 2025 3,898 2026 3,961 2027 4,024 Thereafter 2,712 Total minimum lease payments $ 22,203 Less: present value discount (2,729) Total lease liability balance $ 19,474 |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Total intangibles, net, consisted of the following as of December 31, 2022 and 2021: As of December 31, 2022 (In thousands) Carrying Value Accumulated Amortization Net Carrying Value Finite-lived: Customer Relationships $ 20,470 $ (1,455) $ 19,015 Developed Technology 27,700 (4,800) 22,900 Tradenames 750 (97) 653 Subtotal amortizable intangible assets 48,920 (6,352) 42,568 Website domain name 25 — 25 Total intangible assets $ 48,945 $ (6,352) $ 42,593 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 December 31, 2022 and 2021: As of December 31, 2022 (In thousands) Carrying Value Accumulated Amortization Net Carrying Value Finite-lived: Customer Relationships $ 20,470 $ (1,455) $ 19,015 Developed Technology 27,700 (4,800) 22,900 Tradenames 750 (97) 653 Subtotal amortizable intangible assets 48,920 (6,352) 42,568 Website domain name 25 — 25 Total intangible assets $ 48,945 $ (6,352) $ 42,593 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): 2023 6,786 2024 6,786 2025 6,786 2026 6,554 2027 3,194 Thereafter 12,462 $ 42,568 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 01, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Number of operating segments | segment | 1 | |||
Contract assets | $ 500,000 | $ 700,000 | ||
Cash in excess of FDIC limits | 107,400,000 | 307,800,000 | ||
Impairments of intangible assets | 0 | 0 | $ 0 | |
Goodwill impairment | 0 | 0 | $ 0 | |
Right of use assets | 14,670,000 | 0 | ||
Operating lease liabilities | $ 19,474,000 | |||
2021 Employee Stock Purchase Plan | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Service condition period | 6 months | |||
Purchase price of common stock (as a percent) | 85% | |||
Accounting Standards Update 2016-02 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Right of use assets | $ 16,900,000 | |||
Operating lease liabilities | $ 22,400,000 | |||
Customer relationships | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated useful lives | 15 years | |||
Minimum | RSUs | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Service condition period | 3 years | |||
Minimum | Developed technology | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated useful lives | 5 years | |||
Minimum | Trade names | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated useful lives | 2 years | |||
Maximum | RSUs | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Service condition period | 4 years | |||
Maximum | Developed technology | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated useful lives | 7 years | |||
Maximum | Trade names | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Estimated useful lives | 10 years | |||
Software | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Capitalized internal software development costs | $ 5,700,000 | 2,600,000 | ||
Software | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Useful life (in years) | 3 years | |||
Software | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Useful life (in years) | 5 years | |||
Cash Equivalents | Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets | $ 28,173,000 | 308,128,000 | ||
Cash Equivalents | Fair Value, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets | $ 28,173,000 | 308,128,000 | ||
Money Market Funds | Fair Value, Recurring | Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Assets | $ 308,100,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 108,720 | $ 308,581 | ||
Restricted cash included in Prepaid Expenses and other current assets | 3,617 | 3,373 | ||
Restricted cash included in Other assets | 0 | 1,000 | ||
Total cash and cash equivalents and restricted cash | $ 112,337 | $ 312,954 | $ 171,663 | $ 11,982 |
Business Combination - Narrativ
Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Apr. 25, 2022 USD ($) | Sep. 10, 2021 USD ($) extension $ / shares | Oct. 04, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | ||||||
Acquisition-related expenses, net | $ (12,529) | $ 2,983 | $ 839 | |||
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 | $ 1,700 | 2,500 | $ 600 | |||
MK Decisioning Systems, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration paid | $ 20,000 | |||||
Transaction expenses | 500 | |||||
Holdback provision held in escrow | 2,000 | |||||
Holdback provision subject to release | $ 1,000 | |||||
Escrow release period one | 12 months | |||||
Escrow release period two | 18 months | |||||
Number of earn-out periods | extension | 2 | |||||
Earn-out period | 12 months | |||||
Earn-out amount, reference price (in dollars per share) | $ / shares | $ 35 | |||||
Earn-out amount payable period | 170 days | |||||
Contingent consideration, maximum amount to be paid (as a percent) | 62% | 0% | ||||
Maximum amount of contingent consideration to be paid | $ 25,000 | $ 25,000 | ||||
Unpaid consideration | 17,500 | |||||
MK Decisioning Systems, LLC | Earn-Out Shares | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration | 0 | $ 15,500 | ||||
Gain on business combination | 15,500 | |||||
MK Decisioning Systems, LLC | Maximum | First Earn Out Period | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration, maximum | 7,500 | |||||
MK Decisioning Systems, LLC | Maximum | Second Earn Out Period | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration, maximum | 17,500 | |||||
MK Decisioning Systems, LLC | Maximum | Earn-Out Shares | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration, maximum | $ 20,000 | |||||
Segmint Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration paid | $ 135,000 | |||||
Consideration transferred, restricted | 2,600 | |||||
Deferred tax liability | $ 0 | 2,317 | ||||
Acquisition-related expenses, net | $ 1,200 |
Business Combination - Schedule
Business Combination - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | 8 Months Ended | ||
Dec. 31, 2022 | Apr. 25, 2022 | Dec. 31, 2021 | |
Assets | |||
Goodwill | $ 148,017 | $ 48,091 | |
Segmint Inc. | |||
Assets | |||
Cash | 601 | $ 0 | |
Trade accounts receivables | 1,795 | 1,788 | |
Other current assets | 315 | 323 | |
Property and equipment | 35 | 35 | |
Goodwill | 99,926 | 99,310 | |
Intangible assets | 36,500 | 35,400 | |
Total assets acquired | 139,172 | 136,856 | |
Liabilities | |||
Accounts payable | 486 | 768 | |
Accrued liabilities | 559 | 188 | |
Deferred revenues, current | 145 | 145 | |
Deferred tax liability | 2,317 | 0 | |
Other non-current liabilities | 625 | 625 | |
Total liabilities assumed | 4,132 | 1,726 | |
Net assets acquired | 135,040 | 135,130 | |
Less cash acquired | (601) | 0 | |
Total cash consideration for acquisition, less cash acquired | 134,439 | $ 135,130 | |
Measurement Period Adjustments | |||
Cash | 601 | ||
Trade accounts receivables | 7 | ||
Other current assets | (8) | ||
Goodwill | 616 | ||
Intangible assets | 1,100 | ||
Total assets acquired | 2,316 | ||
Accounts payable | (282) | ||
Accrued liabilities | 371 | ||
Deferred tax liability | 2,317 | ||
Total liabilities assumed | 2,406 | ||
Net assets acquired | (90) | ||
Less cash acquired | (601) | ||
Total cash consideration for acquisition, less cash acquired | $ (691) |
Business Combination - Schedu_2
Business Combination - Schedule of Purchased Identifiable Intangible Assets (Details) - Segmint Inc. $ in Thousands | Apr. 25, 2022 USD ($) |
Business Acquisition [Line Items] | |
Total | $ 36,500 |
Customer relationships | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Period | 15 years |
Total | $ 15,200 |
Developed technology | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Period | 5 years |
Total | $ 20,600 |
Trade names | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Period | 10 years |
Total | $ 700 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 3 | $ 2.4 | $ 2.6 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 28,560 | $ 23,845 |
Less: accumulated depreciation and amortization | (14,999) | (12,017) |
Property and equipment, net | 13,561 | 11,828 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,253 | 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 | $ 5,606 | 4,854 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Useful life (in years) | 5 years | |
Property and equipment, gross | $ 3,986 | 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 |
Revenues and Deferred Costs - D
Revenues and Deferred Costs - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 204,270 | $ 152,159 | $ 112,142 |
SaaS subscription services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 194,387 | 143,575 | 105,049 |
Implementation services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 6,941 | 6,291 | 5,212 |
Other services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 2,942 | $ 2,293 | $ 1,881 |
Revenues and Deferred Costs - N
Revenues and Deferred Costs - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue recognized during period | $ 14,800,000 | ||
Remaining performance obligation, amount | 893,400,000 | ||
Impairment of capitalized costs | 0 | $ 0 | $ 0 |
Deferred Commissions Costs | |||
Disaggregation of Revenue [Line Items] | |||
Capitalized cost during period | 8,300,000 | 4,000,000 | 3,000,000 |
Amortization of capitalized costs | 2,900,000 | 2,100,000 | 1,600,000 |
Deferred commissions | 16,200,000 | 10,800,000 | |
Deferred Implementation Costs | |||
Disaggregation of Revenue [Line Items] | |||
Capitalized cost during period | 6,900,000 | 6,100,000 | 4,500,000 |
Amortization of capitalized costs | 3,900,000 | 3,000,000 | $ 2,200,000 |
Deferred commissions | $ 16,400,000 | $ 13,500,000 |
Revenues and Deferred Costs - R
Revenues and Deferred Costs - Remaining Performance Obligation (Details) | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation (as a percent) | 44.60% |
Remaining performance obligation, period | 24 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation (as a percent) | 32.60% |
Remaining performance obligation, period | 24 months |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | $ 27,033 | $ 21,023 |
Allowance for credit losses | (467) | (39) |
Reserve for estimated credits | (320) | (163) |
Accounts receivable, net | 26,246 | 20,821 |
Bad debt expense | 100 | 100 |
Allowance for credit loss relieved | 400 | |
Allowance for credit losses | 100 | |
Trade accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | 21,665 | 15,991 |
Unbilled receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | 4,621 | 3,677 |
Other receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total receivables | $ 747 | $ 1,355 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Bonus accrual | $ 6,199 | $ 3,725 |
Accrued vendor purchases | 1,496 | 2,276 |
Commissions accrual | 2,280 | 2,302 |
Accrued hosting services | 930 | 1,264 |
Client refund liability | 279 | 1,004 |
Deferred compensation payable | 0 | 625 |
Accrued consulting and professional fees | 187 | 657 |
Accrued tax liabilities | 1,147 | 3,724 |
MK and Segmint acquisition holdback provision | 3,618 | 1,000 |
ESPP liability | 717 | 821 |
Other accrued liabilities | 4,790 | 1,685 |
Total accrued liabilities | $ 21,643 | $ 19,083 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Apr. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Debt Issuance Costs, Net | $ 420,000 | $ 72,000 | |
Net amount | 84,580,000 | $ 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 (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (as a percent) | 0% | ||
Debt Instrument, Covenant, Basis Spread On Variable Rate, Maximum | 0% | ||
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap 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 (SOFR) Overnight Index Swap 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 Issuance of Debt | $ 85,000,000 | ||
Quarterly installment payments | 1,100,000 | ||
Increase in quarterly installment payments | 2,100,000 | ||
Debt Issuance Costs, Net | 900,000 | ||
Term Loan | Line of Credit | Prepaid Expenses and Other Current Assets | |||
Debt Instrument [Line Items] | |||
Debt Issuance Costs, Net | 100,000 | ||
Term Loan | Line of Credit | Other Assets | |||
Debt Instrument [Line Items] | |||
Debt Issuance Costs, Net | $ 200,000 | ||
Standby Letters of Credit | |||
Debt Instrument [Line Items] | |||
Net amount | $ 300,000 |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Term Debt | $ 85,000 | $ 24,688 |
Less unamortized debt issuance costs | (420) | (72) |
Net amount | 84,580 | 24,616 |
Less current maturities of long-term debt | (3,188) | (1,563) |
Long-term portion | $ 81,392 | $ 23,053 |
Debt - Maturities of Long Term
Debt - Maturities of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 3,188 | |
2024 | 7,438 | |
2025 | 74,374 | |
Thereafter | 0 | |
Term Debt | $ 85,000 | $ 24,688 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Nov. 05, 2021 shares | Apr. 12, 2021 USD ($) shares | Feb. 25, 2021 shares | Oct. 15, 2020 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) class $ / shares shares | Apr. 13, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||||||
Number of shares authorized for repurchase (in shares) | 200,000 | 200,000 | ||||||
Repurchase of common stock | $ | $ 0 | $ 3,497 | $ 3,207 | |||||
Shares repurchased, price (in dollars per share) | $ / shares | $ 15.74 | |||||||
Repurchase of common stock, percentage of employee holdings | 20% | |||||||
Shares repurchased during period (in shares) | 1,100,000 | |||||||
Treasury stock acquired | $ | $ 17,400 | |||||||
Non-recurring payment for excess of repurchase price over fair value | $ | $ 6,100 | |||||||
Number of classes of stock | class | 7 | |||||||
Preferred stock converted into common stock (in shares) | 72,225,916 | |||||||
Payment of accumulated dividends | $ | $ 5,000 | |||||||
Number of shares converted from warrants (in shares) | 212,408 | |||||||
Proceeds from exercise of warrants | $ | $ 0 | $ 645 | $ 0 | |||||
Discount on share repurchase (as a percent) | 15% | |||||||
Reserve for future issuance (as a percent) | 2% | |||||||
Reserve for future issuance, evergreen provision (as a percent) | 1% | |||||||
Shares reserved for future issuance (in shares) | 2,259,571 | |||||||
Shares issuable, percent of shares outstanding (as a percent) | 11% | |||||||
Shares issuable, percent of shares outstanding on last day of prior fiscal year (as a percent) | 5% | |||||||
Number of shares authorized for grant (in shares) | 10,018,849 | |||||||
Granted (in shares) | 0 | 2,811,098 | 2,176,157 | |||||
Fair value of stock options vested during period | $ | $ 15,800 | $ 6,400 | $ 2,000 | |||||
Shares exercisable, not yet vested (in shares) | 300,000 | 700,000 | 1,000,000 | |||||
Shares exercisable, not yet vested, weighted average exercise price (in dollars per share) | $ / shares | $ 2.46 | $ 3.37 | $ 1.34 | |||||
Additional stock-based compensation expense | $ | $ 8,200 | $ 1,900 | ||||||
Number of shares issued under employee stock purchase plan (in shares) | 446,219 | |||||||
Common stock issued under Employee Stock Purchase Plan (ESPP) (in shares) | 323,905 | |||||||
Stock based compensation capitalized | $ | $ 600 | |||||||
IPO | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 500,000,000 | |||||||
Redeemable convertible preferred stock, authorized (in shares) | 10,000,000 | |||||||
ESPP | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance (in shares) | 2,705,790 | |||||||
Number of shares authorized for grant (in shares) | 16,629,578 | |||||||
Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expected term | 5 years 6 months | 5 years 10 months 24 days | ||||||
Volatility (as a percent) | 36.30% | 34.80% | ||||||
Risk-free interest rate (as a percent) | 0.67% | 0.97% | ||||||
Expected dividend yield (as a percent) | 0% | 0% | ||||||
Unrecognized stock-based compensation expense | $ | $ 7,800 | |||||||
Unrecognized stock-based compensation expense, period of recognition | 2 years | |||||||
Accelerated vesting, number of shares (in shares) | 438,783 | |||||||
RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation expense | $ | $ 91,000 | |||||||
Unrecognized stock-based compensation expense, period of recognition | 3 years 2 months 12 days | |||||||
Accelerated vesting, number of shares (in shares) | 50,000 | |||||||
Fair value of restricted stock units vested | $ | $ 23,300 | |||||||
RSUs | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service condition period | 3 years | |||||||
RSUs | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service condition period | 4 years |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of shares | |||
Options outstanding, beginning balance (in shares) | 8,148,853 | 11,603,131 | |
Granted (in shares) | 0 | 2,811,098 | 2,176,157 |
Exercised stock options (in shares) | (1,135,346) | (5,801,124) | |
Forfeited (in shares) | (745,022) | (464,252) | |
Options outstanding, ending balance (in shares) | 6,268,485 | 8,148,853 | 11,603,131 |
Exercisable at December 31, 2021 (in shares) | 4,777,675 | ||
Weighted average exercise price | |||
Options outstanding, beginning balance (in dollars per share) | $ 7.14 | $ 2.14 | |
Granted (in dollars per share) | 16.38 | ||
Exercised (in dollars per share) | 2.11 | 1.57 | |
Forfeited (in dollars per share) | 10.91 | 7.59 | |
Options outstanding, ending balance (in dollars per share) | 7.61 | $ 7.14 | $ 2.14 |
Exercisable at December 31, 2021 (in dollars per share) | $ 6.02 | ||
Weighted Average Remaining Contractual Life | |||
Outstanding | 5 years 10 months 24 days | 7 years 4 months 24 days | 7 years 2 months 12 days |
Exercisable | 5 years 3 months 18 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 48,141 | $ 105,260 | $ 154,581 |
Exercised | 14,169 | (107,259) | |
Forfeited | 3,176 | $ (5,787) | |
Exercisable | $ 43,051 |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Summary of Non-Vested Options (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of shares | ||||
Beginning balance (in shares) | 4,787,787 | 4,972,755 | 6,211,902 | |
Granted (in shares) | 0 | 2,811,098 | 2,176,157 | |
Forfeited (in shares) | (675,375) | (452,738) | (624,481) | |
Vested (in shares) | (2,281,344) | (2,543,328) | (2,790,823) | |
Ending balance (in shares) | 1,831,068 | 4,787,787 | 4,972,755 | |
Weighted Average Grant Date Fair Value Per Share | ||||
Beginning balance (in dollars per share) | $ 5.36 | $ 6.10 | $ 1.22 | $ 0.72 |
Granted (in dollars per share) | 8.53 | 1.93 | ||
Forfeited (in dollars per share) | 5.36 | 3.76 | 0.81 | |
Vested (in dollars per share) | 6.89 | 2.50 | 0.71 | |
Ending balance (in dollars per share) | $ 5.36 | $ 6.10 | $ 1.22 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) - Schedule of Restricted Stock Units Activity (Details) - RSUs - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Units | ||
Nonvested, beginning balance (in shares) | 2,867,799 | 0 |
Granted (in shares) | 5,771,008 | 2,915,667 |
Vested (in shares) | (896,575) | (3,368) |
Forfeited (in shares) | (641,136) | (44,500) |
Nonvested, ending balance (in shares) | 7,101,096 | 2,867,799 |
Weighted Average Grant Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 28.48 | $ 0 |
Granted (in dollars per share) | 14.06 | 28.48 |
Vested (in dollars per share) | 25.88 | 30.21 |
Forfeited (in dollars per share) | 24.27 | 28.89 |
Ending balance (in dollars per share) | $ 17.45 | $ 28.48 |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expenses | $ 44,592 | $ 14,535 | $ 1,954 |
Cost of revenues | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expenses | 4,389 | 1,973 | 369 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expenses | 11,398 | 2,915 | 417 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expenses | 4,042 | 1,028 | 147 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expenses | $ 24,763 | $ 8,619 | $ 1,021 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 229 | 87 | 0 |
Total current | 229 | 87 | 0 |
Deferred: | |||
Federal | (213) | 42 | 0 |
State | (477) | 43 | 0 |
Total deferred | (690) | 85 | 0 |
Total provision (benefit) for income taxes | $ (461) | $ 172 | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Computed tax at federal statutory rate applied to pre-tax loss | $ (12,403) | $ (9,797) | $ (10,785) |
State income tax, net of federal tax benefit | (2,437) | (3,927) | (1,708) |
Unrealized loss (gain) on tranche liability | 0 | 0 | 2,825 |
Stock-based compensation | 1,815 | (14,905) | (746) |
Other permanent differences, net | 279 | 388 | 174 |
Executive compensation | 1,008 | 578 | 0 |
Exercise of warrants | 0 | 1,162 | 0 |
Return to provision adjustments | (54) | (645) | 0 |
Other | 42 | (111) | (81) |
Change in valuation allowance | 11,289 | 27,429 | 10,321 |
Total | $ (461) | $ 172 | $ 0 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Computed tax at federal statutory rate applied to pre-tax loss (as a percent) | 21% | 21% | 21% |
State income tax, net of federal tax benefit (as a percent) | 4.10% | 8.40% | 3.30% |
Unrealized loss on tranche liability (as a percent) | 0% | 0% | (5.50%) |
Stock-based compensation (as a percent) | (3.10%) | 31.90% | 1.50% |
Other permanent differences, net (as a percent) | (0.50%) | (0.80%) | (0.30%) |
Executive compensation (as a percent) | (1.70%) | (1.20%) | 0% |
Exercise of warrants (as a percent) | 0% | (2.50%) | 0% |
Return to provision adjustment (as a percent) | 0.10% | 1.40% | 0% |
Other (as a percent) | (0.10%) | 0.20% | 0.10% |
Valuation allowance increase (as a percent) | (19.10%) | (58.80%) | (20.10%) |
Total (as a percent) | 0.70% | (0.40%) | 0% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Deferred revenue | $ 5,631 | $ 5,440 |
Deferred rent | 0 | 1,453 |
Accrued expenses | 1,816 | 1,806 |
Stock-based compensation | 6,233 | 1,927 |
Net operating loss carryforward (federal and state) | 78,073 | 71,055 |
Reserve for customer credits | 246 | 290 |
Goodwill | 0 | 334 |
Intangible assets | 0 | 247 |
Capitalized research and development costs | 14,312 | 0 |
Lease liabilities | 4,872 | 0 |
Other | 328 | 339 |
Total deferred tax assets | 111,511 | 82,891 |
Valuation allowance for deferred tax assets | (96,256) | (81,634) |
Deferred tax assets, net of valuation allowance | 15,255 | 1,257 |
Deferred tax liabilities: | ||
Fixed assets | (459) | (637) |
Right of use assets | (3,670) | 0 |
Goodwill | (3,702) | 0 |
Intangible assets | (7,850) | 0 |
Deferred implementation costs | (1,286) | (705) |
Total deferred tax liabilities | (16,967) | (1,342) |
Deferred income tax liabilities, net of deferred tax assets | $ (1,712) | $ (85) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Apr. 25, 2022 | |
Operating Loss Carryforwards [Line Items] | |||
NOL valuation allowance | $ 12,800 | ||
Operating loss carryforwards subject to expiration | 41,700 | ||
Valuation allowance | 96,256 | $ 81,634 | |
Increase in valuation allowance during period | 14,600 | 27,400 | |
Provisional deferred tax benefit | 2,100 | ||
General Business Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards subject to expiration | 100 | ||
Current tax year | |||
Operating Loss Carryforwards [Line Items] | |||
Increase in valuation allowance during period | 11,300 | ||
Segmint Inc. | |||
Operating Loss Carryforwards [Line Items] | |||
Increase in valuation allowance during period | 3,300 | ||
Deferred tax liability | 2,317 | $ 0 | |
Tax Years Beginning 2031 | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 92,300 | 92,600 | |
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 316,900 | 290,200 | |
Federal | General Business Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 300 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 220,300 | $ 180,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Fair Value of Assets and Liabilities (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities: | $ 87,635 | |
Total Assets | 115,808 | $ 308,128 |
Liabilities: | ||
Contingent consideration payable | (15,500) | |
Total Liabilities | (15,500) | |
Corporate bonds | ||
Assets: | ||
Marketable securities: | 26,037 | |
Commercial paper | ||
Assets: | ||
Marketable securities: | 36,407 | |
U.S. Treasury debt securities | ||
Assets: | ||
Marketable securities: | 22,731 | |
International debt securities | ||
Assets: | ||
Marketable securities: | 2,460 | |
Level 1 | ||
Assets: | ||
Marketable securities: | 25,191 | |
Total Assets | 53,364 | 308,128 |
Liabilities: | ||
Contingent consideration payable | 0 | |
Total Liabilities | 0 | |
Level 1 | Corporate bonds | ||
Assets: | ||
Marketable securities: | 0 | |
Level 1 | Commercial paper | ||
Assets: | ||
Marketable securities: | 0 | |
Level 1 | U.S. Treasury debt securities | ||
Assets: | ||
Marketable securities: | 22,731 | |
Level 1 | International debt securities | ||
Assets: | ||
Marketable securities: | 2,460 | |
Level 2 | ||
Assets: | ||
Marketable securities: | 62,444 | |
Total Assets | 62,444 | 0 |
Liabilities: | ||
Contingent consideration payable | 0 | |
Total Liabilities | 0 | |
Level 2 | Corporate bonds | ||
Assets: | ||
Marketable securities: | 26,037 | |
Level 2 | Commercial paper | ||
Assets: | ||
Marketable securities: | 36,407 | |
Level 2 | U.S. Treasury debt securities | ||
Assets: | ||
Marketable securities: | 0 | |
Level 2 | International debt securities | ||
Assets: | ||
Marketable securities: | 0 | |
Level 3 | ||
Assets: | ||
Marketable securities: | 0 | |
Total Assets | 0 | 0 |
Liabilities: | ||
Contingent consideration payable | (15,500) | |
Total Liabilities | (15,500) | |
Level 3 | Corporate bonds | ||
Assets: | ||
Marketable securities: | 0 | |
Level 3 | Commercial paper | ||
Assets: | ||
Marketable securities: | 0 | |
Level 3 | U.S. Treasury debt securities | ||
Assets: | ||
Marketable securities: | 0 | |
Level 3 | International debt securities | ||
Assets: | ||
Marketable securities: | 0 | |
Cash Equivalents | ||
Assets: | ||
Cash equivalents | 28,173 | 308,128 |
Cash Equivalents | Level 1 | ||
Assets: | ||
Cash equivalents | 28,173 | 308,128 |
Cash Equivalents | Level 2 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Cash Equivalents | Level 3 | ||
Assets: | ||
Cash equivalents | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Reconciliation of Beginning and Ending Balances For Level 3 Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at December 31, 2021 | $ 15,500 |
Total fair value adjustments reported in earnings (Acquisition-related expenses, net) | (15,500) |
Balance at December 31, 2022 | $ 0 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (58,600) | $ (46,822) | $ (51,355) |
Less: cumulative dividends and adjustments to redeemable convertible preferred stock | 0 | (277) | (5,290) |
Net loss attributable to common stockholders, basic | (58,600) | (47,099) | (56,645) |
Net loss attributable to common stockholders, diluted | $ (58,600) | $ (47,099) | $ (56,645) |
Weighted average common shares outstanding - basic (in shares) | 90,956,521 | 64,510,456 | 4,809,533 |
Weighted average common shares outstanding - diluted (in shares) | 90,956,521 | 64,510,456 | 4,809,533 |
Loss per common share - basic (in dollars per share) | $ (0.64) | $ (0.73) | $ (11.78) |
Loss per common share - diluted (in dollars per share) | $ (0.64) | $ (0.73) | $ (11.78) |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Antidilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive common share equivalents (in shares) | 13,418,504 | 11,060,821 | 84,041,455 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive common share equivalents (in shares) | 6,268,485 | 8,148,853 | 11,603,131 |
Redeemable convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive common share equivalents (in shares) | 0 | 0 | 72,225,916 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive common share equivalents (in shares) | 0 | 0 | 212,408 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive common share equivalents (in shares) | 7,101,096 | 2,867,799 | 0 |
ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive common share equivalents (in shares) | 48,923 | 44,169 | 0 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligation in next twelve months | $ 22.3 |
Leases - Narrative (Details)
Leases - Narrative (Details) ft² in Thousands, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 USD ($) ft² additional_term | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Aug. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease, term (in years) | 10 years | 3 years | ||
Office space (in square feet) | ft² | 125 | |||
Sublease income | $ | $ 0.3 | $ 0.1 | ||
Rent expense | $ | $ 4.6 | $ 4.7 | ||
Office Space Lease, Five Year Additional Term | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, number of additional terms | additional_term | 2 | |||
Operating lease, additional term (in years) | 5 years | |||
Office Space Lease, Ten Year Additional Term | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, number of additional terms | additional_term | 1 | |||
Operating lease, additional term (in years) | 10 years |
Leases - Operating Lease Expens
Leases - Operating Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 3,137 |
Short term lease expense and other | 1,165 |
Total lease expense | $ 4,302 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Lease Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Cash paid for operating lease liabilities | $ 3,710 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 16,918 |
Weighted-average remaining lease term | 5 years 6 months |
Weighted average discount rate (as a percent) | 4.60% |
Leases - Schedule of Future Mat
Leases - Schedule of Future Maturities of Operating Leases (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 3,773 |
2024 | 3,835 |
2025 | 3,898 |
2026 | 3,961 |
2027 | 4,024 |
Thereafter | 2,712 |
Total minimum lease payments | 22,203 |
Less: present value discount | (2,729) |
Total lease liability balance | $ 19,474 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Percent of matching employee contributions | 25% | ||
Percent of salary | 8% | ||
Contribution amount | $ 1.5 | $ 1.2 | $ 1 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 25, 2022 | |
Goodwill [Line Items] | |||||
Goodwill | $ 148,017 | $ 48,091 | |||
Amortization expense on intangible assets | 5,100 | $ 1,100 | $ 200 | ||
Segmint Inc. | |||||
Goodwill [Line Items] | |||||
Goodwill acquired | $ 99,900 | ||||
Goodwill | $ 99,926 | $ 99,310 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Schedule of Total Intangibles, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Value | $ 48,920 | $ 12,420 |
Accumulated Amortization | (6,352) | (1,281) |
Net Carrying Value | 42,568 | 11,139 |
Website domain name | 25 | 25 |
Total carrying value, gross | 48,945 | 12,445 |
Total net carrying value | 42,593 | 11,164 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Value | 20,470 | 5,270 |
Accumulated Amortization | (1,455) | (428) |
Net Carrying Value | 19,015 | 4,842 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Value | 27,700 | 7,100 |
Accumulated Amortization | (4,800) | (822) |
Net Carrying Value | 22,900 | 6,278 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Value | 750 | 50 |
Accumulated Amortization | (97) | (31) |
Net Carrying Value | $ 653 | $ 19 |
Goodwill and Other Intangible_4
Goodwill and Other Intangibles - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 6,786 | |
2024 | 6,786 | |
2025 | 6,786 | |
2026 | 6,554 | |
2027 | 3,194 | |
Thereafter | 12,462 | |
Net Carrying Value | $ 42,568 | $ 11,139 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Fees paid to related parties | $ 4.4 | $ 4.4 | $ 4.4 |
CU Cooperative | |||
Related Party Transaction [Line Items] | |||
Fees paid to related parties | 4.4 | $ 4.4 | $ 4.4 |
Due to related party | $ 0.3 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Jan. 01, 2023 | Feb. 25, 2021 |
Subsequent Event [Line Items] | ||
Number of shares authorized for grant (in shares) | 10,018,849 | |
ESPP | ||
Subsequent Event [Line Items] | ||
Number of shares authorized for grant (in shares) | 16,629,578 | |
ESPP | 2021 Incentive Award Plan | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Additional shares authorized | 4,605,637 | |
Number of shares authorized for grant (in shares) | 14,624,486 | |
ESPP | 2021 Employee Stock Purchase Plan | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Additional shares authorized | 500,000 | |
Number of shares authorized for grant (in shares) | 2,759,571 |