Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 01, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-37397 | |
Entity Registrant Name | Rimini Street, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 36-4880301 | |
Entity Address, Address Line One | 3993 Howard Hughes Parkway | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89169 | |
City Area Code | (702) | |
Local Phone Number | 839-9671 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 87,549,000 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001635282 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock, par value $0.0001 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | RMNI | |
Security Exchange Name | NASDAQ | |
Public Units, each consisting of one share of Common Stock, $0.0001 par value, and one-half of one Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Public Units, each consisting of one share of CommonStock, $0.0001 par value, and one-half of one Warrant | |
Trading Symbol | RMNIU | |
Warrants, exercisable for one share of Common Stock, $0.0001 par value | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, exercisable for one share of Common Stock, $0.0001 par value | |
Trading Symbol | RMNIW |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 160,217 | $ 119,571 |
Restricted cash | 419 | 419 |
Accounts receivable, net of allowance of $747 and $576, respectively | 87,601 | 135,447 |
Deferred contract costs, current | 16,282 | 14,985 |
Prepaid expenses and other | 16,772 | 16,340 |
Total current assets | 281,291 | 286,762 |
Long-term assets: | ||
Property and equipment, net of accumulated depreciation and amortization of $14,270 and $13,278, respectively | 4,922 | 4,435 |
Operating lease right-of-use assets | 11,469 | 12,722 |
Deferred contract costs, noncurrent | 23,427 | 21,524 |
Deposits and other | 1,737 | 1,786 |
Deferred income taxes, net | 63,367 | 64,033 |
Total assets | 386,213 | 391,262 |
Current liabilities: | ||
Current maturities of long-term debt | 3,664 | 3,664 |
Accounts payable | 5,809 | 5,708 |
Accrued compensation, benefits and commissions | 38,159 | 36,558 |
Other accrued liabilities | 23,921 | 26,124 |
Operating lease liabilities, current | 4,156 | 4,227 |
Deferred revenue, current | 255,376 | 253,221 |
Total current liabilities | 331,085 | 329,502 |
Long-term liabilities: | ||
Long-term debt, net of current maturities | 72,888 | 79,655 |
Deferred revenue, noncurrent | 45,011 | 47,047 |
Operating lease liabilities, noncurrent | 10,860 | 12,511 |
Other long-term liabilities | 2,856 | 2,933 |
Total liabilities | 462,700 | 471,648 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Preferred stock; $0.0001 par value. Authorized 99,820 shares (excluding 180 shares of Series A Preferred Stock); no other series has been designated | 0 | 0 |
Common stock; $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding 87,529 and 87,107 shares, respectively | 9 | 9 |
Additional paid-in capital | 152,147 | 149,234 |
Accumulated other comprehensive loss | (4,935) | (2,724) |
Accumulated deficit | (222,592) | (225,789) |
Treasury stock, at cost | (1,116) | (1,116) |
Total stockholders' deficit | (76,487) | (80,386) |
Total liabilities and stockholders' deficit | $ 386,213 | $ 391,262 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 747 | $ 576 |
Accumulated depreciation and amortization | $ 14,270 | $ 13,278 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (shares) | 99,820,000 | 99,820,000 |
Redeemable preferred stock, shares authorized (shares) | 180,000 | 180,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (shares) | 87,529,000 | 87,107,000 |
Common stock, shares outstanding (shares) | 87,529,000 | 87,107,000 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 101,200 | $ 91,614 | $ 199,110 | $ 179,509 |
Cost of revenue | 37,344 | 34,595 | 74,551 | 68,431 |
Gross profit | 63,856 | 57,019 | 124,559 | 111,078 |
Operating expenses: | ||||
Sales and marketing | 36,205 | 33,157 | 67,905 | 63,540 |
General and administrative | 18,862 | 16,494 | 38,813 | 33,097 |
Impairment charges related to operating right of use assets | 0 | 0 | 0 | 393 |
Litigation costs and related recoveries: | ||||
Professional fees and other costs of litigation | 3,193 | 2,786 | 6,692 | 7,549 |
Insurance costs and recoveries, net | (92) | 0 | (481) | 0 |
Litigation costs and related recoveries, net | 3,101 | 2,786 | 6,211 | 7,549 |
Total operating expenses | 58,168 | 52,437 | 112,929 | 104,579 |
Operating income | 5,688 | 4,582 | 11,630 | 6,499 |
Non-operating income and (expenses): | ||||
Interest expense | (999) | (38) | (1,807) | (85) |
Gain (loss) on change in fair value of redeemable warrants | 0 | 3,698 | 0 | (970) |
Other income (expenses), net | (1,577) | (496) | (1,368) | 276 |
Income before income taxes | 3,112 | 7,746 | 8,455 | 5,720 |
Income tax expense | (3,002) | (939) | (5,258) | (2,489) |
Net income | 110 | 6,807 | 3,197 | 3,231 |
Other comprehensive income (loss): | ||||
Foreign currency translation gain (loss) | (2,025) | 420 | (2,211) | (1,944) |
Comprehensive income (loss) | (1,915) | 7,227 | 986 | 1,287 |
Net income (loss) attributable to common stockholders | $ 110 | $ (4,846) | $ 3,197 | $ (14,691) |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 0 | $ (0.06) | $ 0.04 | $ (0.18) |
Diluted (in dollars per share) | $ 0 | $ (0.06) | $ 0.04 | $ (0.18) |
Weighted average number of shares of Common Stock outstanding: | ||||
Weighted average number of shares outstanding, basic (shares) | 87,225 | 85,343 | 87,175 | 82,056 |
Weighted average number of shares outstanding, diluted (shares) | 89,339 | 85,343 | 88,940 | 82,056 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands | Total | Series A Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Series A Preferred Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | March 2021 and August 2020 Offering Common Stock | March 2021 and August 2020 Offering Additional Paid-in Capital |
Beginning balance (shares) at Dec. 31, 2020 | 76,406 | ||||||||
Ending balance (shares) at Mar. 31, 2021 | 85,140 | ||||||||
Stockholders' deficit, beginning of period at Dec. 31, 2020 | $ (203,060) | $ 8 | $ 98,258 | $ (318) | $ (301,008) | ||||
Stockholders' deficit, end of period at Mar. 31, 2021 | (154,495) | $ 9 | 152,762 | (2,682) | (304,584) | ||||
Beginning balance (shares) at Dec. 31, 2020 | 76,406 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options for cash (shares) | 800 | ||||||||
Restricted stock units vested (shares) | 748 | ||||||||
Issuance of common stock (shares) | 7,750 | ||||||||
Retired shares of Common Stock (shares) | 0 | ||||||||
Ending balance (shares) at Jun. 30, 2021 | 85,704 | ||||||||
Stockholders' deficit, beginning of period at Dec. 31, 2020 | (203,060) | $ 8 | 98,258 | (318) | (301,008) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation expense | 4,711 | ||||||||
Exercise of stock options for cash | 0 | 3,113 | |||||||
Restricted stock units vested | 0 | 0 | |||||||
Issuance of Common Stock | $ 1 | $ 55,641 | |||||||
Retired shares of Common Stock | 0 | ||||||||
Accretion related to redemption of Series A Preferred Stock | (5,673) | ||||||||
Make-whole dividends related to redemption of Series A Preferred Stock | $ (2,343) | (2,343) | |||||||
Return on repurchase of Series A Preferred Stock shares | (38) | $ (38) | |||||||
Accretion of discount on Series A Preferred Stock | (2,277) | ||||||||
Accrued dividends on Series A Preferred Stock: | |||||||||
Payable in cash | (5,839) | ||||||||
Payable in kind | (1,752) | ||||||||
Foreign currency translation gain (loss) | (1,944) | (1,944) | |||||||
Net income | 3,231 | 3,231 | |||||||
Treasury Stock | 0 | ||||||||
Stockholders' deficit, end of period at Jun. 30, 2021 | (156,229) | $ 9 | 143,801 | (2,262) | (297,777) | ||||
Beginning balance (shares) at Mar. 31, 2021 | 85,140 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options for cash (shares) | 84 | ||||||||
Restricted stock units vested (shares) | 480 | ||||||||
Issuance of common stock (shares) | 0 | ||||||||
Retired shares of Common Stock (shares) | 0 | ||||||||
Ending balance (shares) at Jun. 30, 2021 | 85,704 | ||||||||
Stockholders' deficit, beginning of period at Mar. 31, 2021 | (154,495) | $ 9 | 152,762 | (2,682) | (304,584) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation expense | 2,478 | ||||||||
Exercise of stock options for cash | 0 | 201 | |||||||
Restricted stock units vested | 0 | 0 | |||||||
Issuance of Common Stock | $ 0 | 13 | |||||||
Retired shares of Common Stock | 0 | ||||||||
Accretion related to redemption of Series A Preferred Stock | (5,673) | ||||||||
Make-whole dividends related to redemption of Series A Preferred Stock | (2,343) | (2,343) | |||||||
Return on repurchase of Series A Preferred Stock shares | 0 | 0 | |||||||
Accretion of discount on Series A Preferred Stock | (804) | ||||||||
Accrued dividends on Series A Preferred Stock: | |||||||||
Payable in cash | (2,179) | ||||||||
Payable in kind | (654) | ||||||||
Foreign currency translation gain (loss) | 420 | 420 | |||||||
Net income | 6,807 | 6,807 | |||||||
Treasury Stock | 0 | ||||||||
Stockholders' deficit, end of period at Jun. 30, 2021 | (156,229) | $ 9 | 143,801 | (2,262) | (297,777) | ||||
Beginning balance (shares) at Dec. 31, 2021 | 87,107 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options for cash (shares) | 325 | ||||||||
Restricted stock units vested (shares) | 690 | ||||||||
Issuance of common stock (shares) | 60 | ||||||||
Retired shares of Common Stock (shares) | (653) | ||||||||
Ending balance (shares) at Jun. 30, 2022 | 87,529 | ||||||||
Stockholders' deficit, beginning of period at Dec. 31, 2021 | (80,386) | $ 9 | 149,234 | (2,724) | (225,789) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation expense | 6,210 | ||||||||
Exercise of stock options for cash | 0 | 451 | |||||||
Restricted stock units vested | 0 | 0 | |||||||
Issuance of Common Stock | $ 0 | 0 | |||||||
Retired shares of Common Stock | (3,748) | ||||||||
Accretion related to redemption of Series A Preferred Stock | 0 | ||||||||
Make-whole dividends related to redemption of Series A Preferred Stock | 0 | 0 | |||||||
Return on repurchase of Series A Preferred Stock shares | 0 | 0 | |||||||
Accretion of discount on Series A Preferred Stock | 0 | ||||||||
Accrued dividends on Series A Preferred Stock: | |||||||||
Payable in cash | 0 | ||||||||
Payable in kind | 0 | ||||||||
Foreign currency translation gain (loss) | (2,211) | (2,211) | |||||||
Net income | 3,197 | 3,197 | |||||||
Treasury Stock | (1,116) | ||||||||
Stockholders' deficit, end of period at Jun. 30, 2022 | (76,487) | $ 9 | 152,147 | (4,935) | (222,592) | ||||
Beginning balance (shares) at Mar. 31, 2022 | 87,011 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options for cash (shares) | 38 | ||||||||
Restricted stock units vested (shares) | 506 | ||||||||
Issuance of common stock (shares) | 60 | ||||||||
Retired shares of Common Stock (shares) | (86) | ||||||||
Ending balance (shares) at Jun. 30, 2022 | 87,529 | ||||||||
Stockholders' deficit, beginning of period at Mar. 31, 2022 | (77,299) | $ 9 | 149,420 | (2,910) | (222,702) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation expense | 3,159 | ||||||||
Exercise of stock options for cash | 0 | 76 | |||||||
Restricted stock units vested | 0 | 0 | |||||||
Issuance of Common Stock | $ 0 | 0 | |||||||
Retired shares of Common Stock | $ (508) | ||||||||
Accretion related to redemption of Series A Preferred Stock | 0 | ||||||||
Make-whole dividends related to redemption of Series A Preferred Stock | 0 | 0 | |||||||
Return on repurchase of Series A Preferred Stock shares | $ 0 | $ 0 | |||||||
Accretion of discount on Series A Preferred Stock | 0 | ||||||||
Accrued dividends on Series A Preferred Stock: | |||||||||
Payable in cash | 0 | ||||||||
Payable in kind | 0 | ||||||||
Foreign currency translation gain (loss) | (2,025) | (2,025) | |||||||
Net income | 110 | 110 | |||||||
Treasury Stock | (1,116) | ||||||||
Stockholders' deficit, end of period at Jun. 30, 2022 | $ (76,487) | $ 9 | $ 152,147 | $ (4,935) | $ (222,592) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 3,197 | $ 3,231 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Loss on change in fair value of redeemable warrants | 0 | 970 |
Stock-based compensation expense | 6,210 | 4,711 |
Depreciation and amortization | 1,222 | 1,174 |
Accretion and amortization of debt discount and issuance costs | 483 | 0 |
Deferred income taxes | 511 | 165 |
Impairment charges related to operating right of use assets | 0 | 393 |
Amortization and accretion related to operating right of use assets | 2,781 | 3,100 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 47,890 | 31,971 |
Prepaid expenses, deposits and other | (550) | (2,380) |
Deferred contract costs | (3,201) | (1,616) |
Accounts payable | 38 | 1,180 |
Accrued compensation, benefits, commissions and other liabilities | (1,484) | (5,541) |
Deferred revenue | 3,676 | 9,804 |
Net cash provided by operating activities | 60,773 | 47,162 |
CASH FLOWS USED IN INVESTING ACTIVITIES: | ||
Capital expenditures | (1,722) | (832) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds related to Common Stock issuances in March 2021 Offering | 0 | 56,965 |
Payments of professional fees related to Common Stock issuances in March 2021 Offering | (27) | (1,243) |
Principal payments on the Credit Facility | (7,250) | 0 |
Payments to repurchase shares of Series A Preferred Stock | 0 | (68,951) |
Payments of cash dividends on Series A Preferred Stock | 0 | (9,891) |
Payments to repurchase and retire Common Stock | (3,748) | 0 |
Principal payments on capital leases | (157) | (218) |
Proceeds from exercise of employee stock options | 451 | 3,112 |
Net cash used in financing activities | (10,731) | (20,226) |
Effect of foreign currency translation changes | (7,674) | (3,292) |
Net change in cash, cash equivalents and restricted cash | 40,646 | 22,812 |
Cash, cash equivalents and restricted cash at beginning of period | 119,990 | 87,909 |
Cash, cash equivalents and restricted cash at end of period | 160,636 | 110,721 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 1,277 | 83 |
Cash paid for income taxes | 1,177 | 2,038 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Underwriter discounts and commissions | 0 | 2,948 |
Underwriter expenses | 0 | 1,050 |
Accrued professional fees related to the issuance of Common Stock | 0 | 79 |
Accrued cash dividends | 0 | 2,816 |
Accrued PIK dividends | 0 | 647 |
Accretion of discount on Series A Preferred Stock | 0 | 2,277 |
Issuance of Series A Preferred Stock for PIK dividends | 0 | 2,244 |
Increase in payables for capital expenditures | $ 61 | $ 0 |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NATURE OF BUSINESS AND BASIS OF PRESENTATION Nature of Business Rimini Street, Inc. (the “Company”) is a global provider of enterprise software support services. The Company’s subscription-based software support products and services offer enterprise software licensees a choice of solutions that replace or supplement the support products and services offered by enterprise software vendors. Basis of Presentation and Consolidation The Unaudited Condensed Consolidated Financial Statements, which include the accounts of the Company and its wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by U.S. GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Unaudited Condensed Consolidated Financial Statements have been included. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements for the year ended December 31, 2021, included in the Company’s 2021 Annual Report on Form 10-K as filed with the SEC on March 2, 2022 (the “2021 Form 10-K”). The accompanying Unaudited Condensed Consolidated Balance Sheet and related disclosures as of December 31, 2021 have been derived from the Company’s audited financial statements. The Company’s financial condition as of June 30, 2022, and operating results for both the three and six months ended June 30, 2022, are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2022. |
LIQUIDITY AND SIGNIFICANT ACCOU
LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES | LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES Liquidity As of June 30, 2022, the Company’s current liabilities exceeded its current assets by $49.8 million, and the Company recorded net income of $0.1 million for the three months ended June 30, 2022. As of June 30, 2022, the Company had available cash, cash equivalents and restricted cash of $160.6 million. As of June 30, 2022, the Company’s current liabilities included $255.4 million of deferred revenue whereby the historical costs of fulfilling the Company's commitments to provide services to its clients was approximately 37% of the related deferred revenue for the three months ended June 30, 2022. On July 20, 2021, the Company redeemed the remaining 87,802 shares of its 13.00% Series A Redeemable Convertible Preferred Stock (“Series A Preferred Stock”) at an aggregate total redemption price of $88.4 million. The total redemption price consisted of $87.8 million related to the outstanding shares of Series A Preferred Stock with a face value of $1,000 per share and $0.6 million or $6.86 per share of Series A Preferred Stock related to the dividends earned for the period from July 1, 2021 through July 19, 2021. The redeemed shares of the Series A Preferred Stock, along with the dividends, were recorded on the redemption date of July 20, 2021. The Company funded the July 20, 2021 redemption with borrowings from a five-year term loan of $90 million, which was entered into on July 20, 2021 (the “Credit Facility”). Annual minimum principal payments over the five year term for the Credit Facility are 5%, 5%, 7.5%, 7.5% and 10%, respectively, with the remaining balance due at the end of the term. See Note 5 for further information regarding the Company's Credit Facility. As discussed in Note 7, the Company completed a firm commitment underwritten public offering on March 11, 2021 (the “March 2021 Offering”) of 7.8 million shares of its common stock, par value $0.0001 per share (“Common Stock”), at a price of $7.75 per share for total gross proceeds of $57.0 million. Underwriter discounts and commissions were $2.9 million and the underwriter expenses were $0.2 million. The Company also incurred additional professional fees and expenses of $1.3 million as part of the transaction, resulting in net proceeds from the March 2021 Offering of approximately $55.6 million. The Company had previously completed a firm commitment underwritten public offering on August 18, 2020 (the “August 2020 Offering”) of 6.1 million shares of its Common Stock at a price of $4.50 per share for total gross proceeds of $27.5 million. Underwriter discounts and commissions were $1.7 million and the underwriter expenses were $0.1 million. The Company also incurred additional professional fees of $0.6 million as part of the transaction, resulting in net proceeds from the August 2020 Offering of approximately $25.1 million. Additionally, the Company is obligated to make operating and financing lease payments that are due within the next 12 months in the aggregate amount of $6.2 million. During the second quarter of 2022, the U.S. economy experienced rising interest rates and record inflationary pressures due in part to global supply chain issues, a rise in energy prices, the continuing effects of fiscal and monetary policies adopted by governments in response to the global outbreak of a novel strain of the coronavirus (“COVID-19”) that was declared by the World Health Organization to be a pandemic in March 2020, and continued strong consumer demand as economies reopen from restrictions related to the pandemic. As of the issuance date of these financial statements, the Company’s ability to operate continues not to be significantly adversely impacted by the COVID-19 pandemic or related changes in the macroeconomic environment, and the Company believes that current cash, cash equivalents, restricted cash, and future cash flow from operating activities will be sufficient to meet the Company’s anticipated cash needs, including Credit Facility repayments, working capital needs, capital expenditures and other contractual obligations for at least 12 months from the issuance date of these financial statements. Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s accounting estimates include, but are not necessarily limited to, valuation of accounts receivable, valuation assumptions for stock options and leases, deferred income taxes and the related valuation allowances, and the evaluation and measurement of contingencies. To the extent there are material differences between the Company’s estimates and actual results, the Company’s future consolidated results of operation may be affected. Recent Accounting Pronouncements Recently Adopted Standards. The following accounting standards were adopted during fiscal year 2022: |
DEFERRED CONTRACT COSTS AND DEF
DEFERRED CONTRACT COSTS AND DEFERRED REVENUE | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED CONTRACT COSTS AND DEFERRED REVENUE | DEFERRED CONTRACT COSTS AND DEFERRED REVENUE Activity for deferred contract costs consisted of the following (in thousands): Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Deferred contract costs, current and noncurrent, as of the beginning of period $ 38,821 $ 34,500 $ 36,509 $ 34,945 Capitalized commissions during the period 5,278 5,868 11,803 9,142 Amortized deferred contract costs during the period (4,390) (3,807) (8,603) (7,526) Deferred contract costs, current and noncurrent, as of the end of period $ 39,709 $ 36,561 $ 39,709 $ 36,561 Deferred revenue activity consisted of the following (in thousands): Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Deferred revenue, current and noncurrent, as of the beginning of period $ 300,029 $ 249,997 $ 300,268 $ 256,933 Billings, net 101,558 107,255 199,229 188,214 Revenue recognized (101,200) (91,614) (199,110) (179,509) Deferred revenue, current and noncurrent, as of the end of period $ 300,387 $ 265,638 $ 300,387 $ 265,638 The transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized. As of June 30, 2022, the remaining transaction price included in deferred revenue was $255.4 million in current and $45.0 million in noncurrent. |
OTHER FINANCIAL INFORMATION
OTHER FINANCIAL INFORMATION | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OTHER FINANCIAL INFORMATION | OTHER FINANCIAL INFORMATION Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): June 30, December 31, 2022 2021 Accrued sales and other taxes $ 4,471 $ 8,805 Accrued professional fees 5,416 4,502 Current maturities of capital lease obligations 320 315 Income taxes payable 2,107 1,546 Accrued litigation settlement costs 6,980 7,530 Other accrued expenses 4,627 3,426 Total other accrued liabilities $ 23,921 $ 26,124 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBTDebt is presented net of debt discounts and issuance costs in the Company's balance sheets and consisted of the following (in thousands): June 30, December 31, 2022 2021 Credit Facility $ 76,552 $ 83,319 Less current maturities 3,664 3,664 Long-term debt, net of current maturities $ 72,888 $ 79,655 On May 31, 2022, the Company prepaid $5.0 million of indebtedness outstanding under its Credit Facility with no prepayment penalty. On June 30, 2022 and March 31, 2022, the Company made its required two principal payments of $1.1 million, respectively. On May 31, 2022, the Company also amended the Credit Facility to increase the aggregate value of the Common Stock shares that can be repurchased by the Company to $50 million during the term of the Credit Facility. Effective July 20, 2021, the Company received $89.3 million of net proceeds pursuant to the Credit Facility. The borrowings under the Credit Facility were incurred with an original discount of 0.375%. As part of the transaction, the Company incurred issuance costs of $4.2 million, which were capitalized and are being amortized over the term of the Credit Facility. The Credit Facility bears interest at the London Interbank Offered Rate (“LIBOR”), plus a margin ranging from 1.75% to 2.50%. Effective April 1, 2022, the margin for the Credit Facility was decreased to 1.75% for the three months ended June 30, 2022. For the three months ended June 30, 2022, the interest rate on the Credit Facility was comprised of LIBOR was 1.0% and the margin was 1.75%. On May 18, 2022, the Company entered into an interest rate swap agreement with a notional value of $40 million, with a fixed payer LIBOR rate of 2.9935% and an initial floating LIBOR rate of 0.93557%. The floating rate is reset at each month end and has an embedded floor rate of 0.0%. The term of the interest rate swap agreement coincides with that of the Credit Facility. See Note 12 for further information regarding the fair value accounting for the interest rate swap agreement. The fair value of the Credit Facility was $80.7 million (Level 2 inputs) as of June 30, 2022 compared to the carrying value of $80.0 million as of June 30, 2022. The LIBOR rate as of December 31, 2021 was not materially different from the interest rate for the year ended December 31, 2021. Hence the fair value of the Credit Facility approximated the carrying value as of December 31, 2021. The Credit Facility contains certain financial covenants, including a minimum fixed charge coverage ratio greater than 1.25, a total leverage ratio less than 3.75, and a minimum liquidity balance of at least $20 million in U.S. cash. Annual minimum principal payments over the five year term for the Credit Facility are 5%, 5%, 7.5%, 7.5%, and 10%, respectively, with the remaining balance due at the end of the term. Pursuant to a Guaranty and Security Agreement, dated July 2, 2021 (the “Guaranty and Security Agreement”), among the Credit Parties and Capital One, National Association, as agent, the obligations under the Credit Facility are guaranteed by certain of the Company’s subsidiaries (the Company and the guarantors, collectively, the “Credit Parties”) and are secured, subject to customary permitted liens and exceptions, by a lien on substantially all assets of the Credit Parties. The components of interest expense are presented below (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Credit Facility: Interest expense $ 735 $ — $ 1,277 $ — Accretion expense related to discount and issuance costs 243 — 483 — Interest on finance leases 21 38 47 85 $ 999 $ 38 $ 1,807 $ 85 |
REDEEMABLE SERIES A PREFERRED S
REDEEMABLE SERIES A PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE SERIES A PREFERRED STOCK | REDEEMABLE SERIES A PREFERRED STOCK On July 20, 2021, the Company redeemed the remaining 87,802 shares of its Series A Preferred Stock at an aggregate total redemption price of $88.4 million. The total price consisted of $87.8 million related to the outstanding shares of Series A Preferred Stock with a face value of $1,000 per share and $0.6 million, or $6.86 per share related to the dividends earned for the period from July 1, 2021 to but not including the July 19, 2021 redemption date. The redeemed shares of the Series A Preferred Stock, along with the dividends, were recorded on the redemption date of July 20, 2021. The Company funded the July 20, 2021 redemption with borrowings under the Credit Facility. See Note 5 for further information regarding the Company's Credit Facility. On April 16, 2021, the Company redeemed 60,000 shares of its Series A Preferred Stock at an aggregate total redemption price of $62.3 million. The total price consisted of $60.0 million related to the face value of $1,000 per share of Series A Preferred Stock and $2.3 million, or $39.05 per share, related to the dividends to be earned for the period from April 1, 2021 through July 18, 2021. The redeemed shares of Series A Preferred Stock, along with the dividends were recorded when the Series A Preferred Stock became mandatorily redeemable on April 16, 2021. The Company funded the April 16, 2021 redemption with a portion of the proceeds from the March 2021 Offering and the August 2020 Offering, which raised aggregate net proceeds of approximately $80.7 million. On January 5, 2021, the Company entered into an agreement with certain of the holders of its Series A Preferred Stock (the “January 2021 Stock Repurchase Agreement”) to repurchase 10,000 shares of Series A Preferred Stock and the associated obligations pursuant to the Company’s Convertible Secured Promissory Notes outstanding in respect thereof (the “Note Obligations”) for an aggregate purchase price of approximately $8.95 million representing a discount to the face value of such shares of Series A Preferred Stock, and no make-whole payments were required. The January 2021 Stock Repurchase Agreement contains customary representations, warranties and covenants of the parties and waivers relating to the purchased shares of Series A Preferred Stock. Upon the closing of the transactions described above, the shares of Series A Preferred Stock purchased by the Company were retired (and the underlying Note Obligations cancelled) and are not eligible for re-issuance by the Company in accordance with the terms of the Certificate of Designations for the Series A Preferred Stock. The changes in the net carrying value of Series A Preferred Stock from December 31, 2020 to September 30, 2021 (the quarter in which the Series A Preferred Stock was redeemed in full) are set forth below (dollars in thousands): Series A Preferred Stock Shares Amount Net carrying value as of December 31, 2020 154,911 $ 137,854 Issuance of shares to settle PIK Dividends on January 4, 2021 1,193 1,193 Repurchase of 10,000 shares on January 5, 2021 (10,000) (8,913) Accretion of discount for the three months ended March 31, 2021 — 1,473 Net carrying value as of March 31, 2021 146,104 131,607 Issuance of shares to settle PIK Dividends on April 1, 2021 1,051 1,051 Redemption of 60,000 shares on April 16, 2021 (60,000) (54,327) Accretion of discount for the three months ended June 30, 2021 — 804 Net carrying value as of June 30, 2021 87,155 79,135 Issuance of shares to settle PIK Dividends on July 1, 2021 647 647 Redemption of 87,802 shares on July 20, 2021 (87,802) (79,782) Net carrying value as of September 30, 2021 — $ — Presented below is a summary of total and per share dividends declared during fiscal year 2021 (dollars in thousands, except per share amounts): Dividends Payable in: Total Dividends Cash PIK Dividends Per Share Dividends payable as of December 31, 2020 $ 3,842 $ 1,193 $ 5,035 $ 32.50 Cash Dividends 10% per annum 3,660 — 3,660 23.40 PIK Dividends 3% per annum — 1,098 1,098 7.02 Fractional PIK shares settled for cash 47 (47) — — Less dividends settled January 4, 2021 (4,009) (1,193) (5,202) (33.26) Dividends payable as of March 31, 2021 3,540 1,051 4,591 32.14 Cash Dividends 10% per annum 2,179 — 2,179 25.00 PIK Dividends 3% per annum — 654 654 7.50 Fractional PIK shares settled for cash 7 (7) — — Less dividends settled April 1, 2021 (3,540) (1,051) (4,591) (52.68) Dividends payable as of June 30, 2021 2,186 647 2,833 32.51 Less dividends settled on July 1, 2021 (2,186) (647) (2,833) (32.27) Dividends payable as of September 30, 2021 $ — $ — $ — $ — |
COMMON STOCK OFFERING, RESTRICT
COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS | COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS Common Stock Retired On May 28, 2022, the Board of Directors authorized an increase to the Company’s previously announced Common Stock repurchase program to increase the value of the shares that could be acquired by the Company from up to $15.0 million over two years to up to $50.0 million over the next four years, subject to compliance with the Company’s Credit Facility, provided that all other applicable conditions and legal requirements are satisfied. On February 27, 2022, the Board of Directors approved the adoption of a stock repurchase program to acquire up to $15.0 million of the Company’s Common Stock both on the open market and in privately negotiated transactions, including through Rule 10b5-1 plans, through March 4, 2024, subject to compliance with the Company's Credit Facility, which was amended effective January 14, 2022 to increase the aggregate value of the shares of Common Stock that could be acquired by the Company to no greater than $15.0 million during the term of the Credit Facility, provided that all other applicable conditions and legal requirements are satisfied. During the three months ended June 30, 2022, the Company acquired 0.1 million shares of Common Stock on the open market at a cost of $0.5 million. For the six months ended June 30, 2022, the Company acquired an aggregate 0.7 million shares of Common Stock on the open market at a total cost of $3.7 million. Upon completion of all repurchase transactions, the associated shares of Common Stock were retired. Common Stock Offerings On March 11, 2021, the Company completed the March 2021 Offering of 7.8 million shares of its Common Stock at a price of $7.75 per share for total gross proceeds of $57.0 million. Underwriter discounts and commissions were $2.9 million and the underwriter expenses were $0.2 million. The Company also incurred additional professional fees and expenses of $1.3 million as part of the transaction, resulting in net proceeds from the March 2021 Offering of approximately $55.6 million. The Company used the net proceeds from the March 2021 Offering to redeem 60,000 shares of Series A Preferred Stock in April 2021. Treasury Stock On August 6, 2021, the Company reacquired 0.1 million shares of Common Stock for $1.1 million related to restricted stock units (“RSUs”) that vested on that date. These shares are included as Treasury Stock as of June 30, 2022. Stock Plans The Company’s stock plans consist of the 2007 Stock Plan (the “2007 Plan”) and the 2013 Equity Incentive Plan, as amended and restated in July 2017 (the “2013 Plan”). The 2007 Plan and the 2013 Plan are collectively referred to as the “Stock Plans”. On February 22, 2022, the Board of Directors authorized an increase of approximately 3.5 million shares available for grant under the 2013 Plan. For additional information about the Stock Plans, please refer to Note 8 to the Company’s Consolidated Financial Statements for the year ended December 31, 2021, included in Part II, Item 8 of the 2021 Form 10-K. The information presented below provides an update for activity under the Stock Plans for both the three and six months ended June 30, 2022. Restricted Stock Units For the six months ended June 30, 2022, the Board of Directors granted RSUs under the 2013 Plan to employees and to non-employee members of the Board of Directors for an aggregate of approximately 0.7 million shares of Common Stock. RSU grants vest over periods generally ranging from 12 to 36 months from the respective grant dates and the awards are subject to forfeiture upon termination of employment or service on the Board of Directors, as applicable. Based on the weighted average fair market value of the Common Stock on the date of grant of $5.03 per share, the aggregate fair value for the shares underlying the RSUs amounted to $3.6 million as of the grant date that will be recognized as compensation cost over the vesting period. Accordingly, compensation expense related to RSUs of approximately $2.2 million and $2.2 million was recognized for the three months ended June 30, 2022 and 2021, respectively. Compensation expense related to RSUs of approximately $4.8 million and $4.1 million was recognized for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the unrecognized expense of $10.4 million net of forfeitures is expected to be charged to expense on a straight-line basis as the RSUs vest over a weighted-average period of approximately 1.7 years. Stock Options For the six months ended June 30, 2022, the Board of Directors granted stock options for the purchase of an aggregate of approximately 1.1 million shares of Common Stock at exercise prices that were equal to the fair market value of the Common Stock on the date of grant. Options granted to employees generally vest as to one-third of the shares subject to the award on each anniversary of the designated vesting commencement date, which may precede the grant date of such award, and expire ten years after the grant date. The following table sets forth a summary of stock option activity under the Stock Plans for the six months ended June 30, 2022 (shares in thousands): Shares Price (1) Term (2) Outstanding, December 31, 2021 6,824 $ 5.92 5.6 Granted 1,096 5.62 Forfeited (294) 5.75 Expired (108) 5.73 Exercised (325) 1.39 Outstanding, June 30, 2022 (3)(4) 7,193 6.09 5.8 Vested, June 30, 2022 (3) 4,676 5.97 3.9 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) As of June 30, 2022, the aggregate intrinsic value of all stock options outstanding was $4.7 million. As of June 30, 2022, the aggregate intrinsic value of vested stock options was $3.8 million. (4) The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.4 million shares as of June 30, 2022. The following table presents activity affecting the total number of shares available for grant under the Stock Plans for the six months ended June 30, 2022 (in thousands): Available, December 31, 2021 4,324 Newly authorized by Board of Directors 3,484 Stock options granted (1,096) RSUs granted (708) Expired options under Stock Plans 108 Forfeited options under Stock Plans 294 Forfeited RSUs under Stock Plans 460 Shares issued (60) Shares repurchased 653 Available, June 30, 2022 7,459 The aggregate fair value of approximately 1.1 million stock options granted for the six months ended June 30, 2022 amounted to $2.9 million, or $2.61 per stock option as of the grant date utilizing the Black-Scholes-Merton (“BSM”) method. The fair valued derived under the BSM method will result in the recognition of compensation cost over the vesting period of the stock options. For the six months ended June 30, 2022, the fair value of each stock option grant under the Stock Plans was estimated on the date of grant using the BSM option-pricing model, with the following weighted-average assumptions: Expected life (in years) 6.0 Volatility 45% Dividend yield 0% Risk-free interest rate 2.58% Fair value per share of Common Stock on date of grant $5.62 As of June 30, 2022 and December 31, 2021, total unrecognized compensation costs related to unvested stock options, net of estimated forfeitures, was $4.8 million and $3.9 million, respectively. As of June 30, 2022, the unrecognized costs are expected to be charged to expense on a straight-line basis over a weighted-average vesting period of approximately 2.3 years. Stock-Based Compensation Expense Stock-based compensation expense attributable to RSUs and stock options is classified as follows (in thousands): Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 573 $ 375 $ 1,081 $ 691 Sales and marketing 853 874 1,680 1,601 General and administrative 1,733 1,229 3,449 2,419 Total $ 3,159 $ 2,478 $ 6,210 $ 4,711 Warrants On April 12, 2021, the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Staff Statement”). Upon review of the SEC Staff Statement, which addressed certain accounting and reporting considerations related to warrants similar to the Company’s warrants to purchase approximately 6.1 million shares of Common Stock at $11.50 per share (the “GP Sponsor Private Placement Warrants”), and upon review of ASC 815-40, Contracts in Entity’s Own Equity , the Company determined that its GP Sponsor Private Placement Warrants should have been classified as a liability instead of equity. On October 29, 2021, the original holder of the warrants (the “GP Sponsor”) sold the warrants for $1.04 per warrant to outside holders. As a result of the sale, the new holders of the GP Sponsor Private Placement Warrants had the same rights as the holders of the Company’s warrants to purchase approximately |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was passed into law, amending portions of relevant U.S. tax laws. The CARES Act contains changes to corporate taxation, including among other things, adjusting net operating loss (NOL) limitations and carryback rules, refundable AMT credits, bonus depreciation and interest expense limitations. The CARES Act also provides for an Employee Retention Credit, a fully refundable payroll tax credit for certain eligible employers and the ability for all eligible employers to defer payment of the employer share of payroll taxes owed on wages paid for the period ending December 31, 2020 (such deferred payroll taxes are due in two installments: 50% by December 31, 2021 and 50% by December 31, 2022). The Company elected to defer payroll tax payments which totaled $1.6 million as of June 30, 2022. The Company paid $1.6 million in December 2021 as required under the CARES Act. The remaining amount of $1.6 million is required to be paid in December 2022. For the three months ended June 30, 2022 and 2021, the Company’s effective tax rate was 96.5% and 12.1%, respectively. For the six months ended June 30, 2022 and 2021, the Company’s effective tax rate was 62.2% and 43.5%, respectively. The Company’s income tax expense was primarily attributable to earnings in the United States and foreign jurisdictions subject to income taxes and foreign withholding taxes. The Company did not have any material changes to its conclusions regarding valuation allowances for deferred income tax assets or uncertain tax positions for the three and six months ended June 30, 2022 and 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Retirement Plan The Company has defined contribution plans for both its U.S. and foreign employees. For certain of these plans, employees may contribute up to the statutory maximum, which is set by law each year. The plans also provide for employer contributions. For the three months ended June 30, 2022 and 2021, the Company’s matching contributions to these plans totaled $1.1 million and $0.9 million, respectively. For the six months ended June 30, 2022 and 2021, the Company’s matching contributions to these plans totaled $2.0 million and $1.7 million, respectively. Rimini I Litigation In January 2010, certain subsidiaries of Oracle Corporation (together with its subsidiaries individually and collectively, “Oracle”) filed a lawsuit, Oracle USA, Inc. et al. v. Rimini Street, Inc. et al. (United States District Court for the District of Nevada) (the “District Court”) (“Rimini I”), against the Company and its Chief Executive Officer, Seth Ravin, alleging that certain of the Company’s processes (Process 1.0) violated Oracle’s license agreements with its customers and that the Company committed acts of copyright infringement and violated other federal and state laws. The litigation involved the Company’s business processes and the manner in which the Company provided services to its clients. After completion of a jury trial in 2015 and subsequent appeals, the final outcome of Rimini I was that Mr. Ravin was found not liable for any claims and the Company was found liable for only one claim: “innocent infringement,” a jury finding that the Company did not know and had no reason to know that its former support processes were infringing. The jury also found that the infringement did not cause Oracle to suffer lost profits. The Company was ordered to pay a judgment of $124.4 million in 2016, which the Company promptly paid and then pursued appeals. With interest, attorneys’ fees and costs, the total judgment paid by the Company to Oracle after the completion of all appeals was approximately $89.9 million. A portion of such judgment was paid by the Company’s insurance carriers. Injunction Proceedings Since November 2018, the Company has been subject to a permanent injunction prohibiting it from using certain support processes that had been found in Rimini I to “innocently” infringe certain Oracle copyrights. The injunction does not prohibit the Company’s provision of support services for any Oracle product lines, but rather defines the manner in which the Company can provide support services for certain Oracle product lines. On July 10, 2020, Oracle filed a motion to show cause contending that the Company was in violation of the injunction, and the Company opposed this motion, disputing Oracle’s claims. On January 12, 2022, the District Court issued its findings and order following an evidentiary hearing held in September 2021 regarding whether the Company (i) violated the injunction for certain accused conduct and (ii) should be held in contempt in those instances where the District Court found a violation of the injunction, and what sanctions, if any, are appropriate. In the order, the District Court ruled in favor of the Company with respect to five of the items. With respect to the other five items, the District Court found the Company violated the permanent injunction, awarded sanctions to Oracle of $0.6 million and ordered that certain computer files be quarantined from use and notice and proof of such quarantining be provided to Oracle. The District Court also ruled that Oracle may recover its reasonable attorneys’ fees and costs. The Company reserves all rights, including appellate rights, with respect to the District Court rulings and findings. On February 7, 2022, Rimini filed a Notice of Appeal in the District Court, commencing an appeal of the District Court’s January 12, 2022 decision to the Ninth Circuit Court of Appeals (“Court of Appeals”). Rimini filed its opening brief on May 18, 2022, and Oracle filed its answering brief on June 17, 2022. Rimini’s reply brief is due on August 8, 2022. At this time, the Company believes that it is in substantial compliance with the injunction and has complied with the order regarding the quarantining of certain computer files. On February 8, 2022, the District Court stayed the briefing on Oracle’s bill of attorneys’ fees and costs until Rimini’s appeal is resolved. As of June 30, 2022 and December 31, 2021, the Company had accrued $6.9 million, as an estimate related to reasonable attorneys’ fees and costs. During the six months ended June 30, 2022, the Company paid $0.6 million to Oracle for the award sanctions. Regarding the Company’s estimate for reasonable attorneys’ fees and costs, significant judgment is required to determine the amount of loss related to this matter as the outcome is inherently unpredictable and subject to uncertainties. Rimini II Litigation In October 2014, the Company filed a separate lawsuit, Rimini Street Inc. v. Oracle Int’l Corp. , in the District Court against Oracle seeking a declaratory judgment that the Company’s revised “Process 2.0” support practices, in use since at least July 2014, do not infringe certain Oracle copyrights (“Rimini II”). The Company’s operative complaint asserts declaratory judgment, tort, and statutory claims. Oracle’s operative counterclaim asserts declaratory judgment and copyright infringement claims and Lanham Act, breach of contract, and business tort violations. On September 15, 2020, the District Court issued an order resolving the parties’ motions for summary judgment. It found infringement of 17 Oracle PeopleSoft copyrights for work the Company performed for a set of “gap customers” that were supported by processes litigated in Rimini I, and that became the Company’s customers after Rimini I was filed. The District Court also found infringement of four Oracle PeopleSoft copyrights involving support of two specific Company clients, described by the District Court as “limited cases” and involving “limited circumstance[s].” There was no finding of infringement on any other Oracle copyrights at issue. The order also resolved several of the non-copyright claims asserted by the parties: (i) allowing the Company’s claim for injunctive relief against Oracle for unfair competition in violation of the California Business & Professions Code §17200 et seq. to proceed to trial; (ii) granting summary judgment for Oracle on the Company’s affirmative claims for damages under the Nevada and California unfair and deceptive trade practices statutes; and (iii) holding that Oracle had the right to revoke the Company’s access to its websites. The Court also reiterated that the Company has the legal right to provide aftermarket support for Oracle’s enterprise software. The parties filed their joint pretrial order in Rimini II in December 2020. On September 3, 2021, the District Court granted Oracle’s motion to realign the parties with Oracle now designated as plaintiff and the Company and Mr. Ravin now designated as the defendants in the case caption and at trial. The District Court also granted Oracle’s motion to bifurcate the trial – the jury trial will proceed first and will be followed by a separate bench trial on the parties’ equitable claims for unfair competition and Oracle’s claim for an accounting. On April 14, 2022, the District Court judge who had previously presided over the case entered an order referring the case for reassignment, resulting in the case being reassigned to another District Court judge. Currently, the Rimini II jury trial is scheduled to begin on October 31, 2022 in Las Vegas, Nevada, and the bench trial to begin 60 days after the conclusion of the jury trial. As of this date, no damages of any kind have been awarded by the District Court in Rimini II. Damages, if any, will be a decision for the Rimini II jury and judge (for restitution claims). The Company reserves all rights, including appellate rights, with respect to the District Court and jury rulings and findings in Rimini II. At this time, the Company does not have sufficient information regarding possible damages exposure for the counterclaims asserted by Oracle. The Company maintains that zero damages should be awarded in Rimini II. A jury will ultimately determine what amount, if any, of damages to award. Both parties have sought injunctive relief in addition to monetary damages in this matter, and the Company has reserved its rights to appeal regarding the possible recovery of damages by the Company in connection with the Company’s claims against Oracle. As a result, an estimate of the range of loss, if any, cannot be reasonably determined. The Company also believes that an award for damages payable to Oracle is not probable, so no accrual has been made as of June 30, 2022. However, as with any jury trial, the ultimate outcome may be different from the Company’s best estimates and could have a material adverse impact on Company’s financial results and business. Other Litigation From time to time, the Company may be a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources and other factors. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies . Legal fees are expensed as incurred. Liquidated Damages The Company enters into agreements with clients that contain provisions related to liquidated damages that would be triggered in the event that the Company is no longer able to provide services to these clients. The maximum cash payments related to these liquidated damages is approximately $11.9 million and $8.3 million as of June 30, 2022 and December 31, 2021, respectively. To date, the Company has not incurred any costs as a result of such provisions and has not accrued any liabilities related to such provisions in these Unaudited Condensed Consolidated Financial Statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Rimini Street, Inc. (“RSI”) was incorporated in the state of Nevada in September 2005. In May 2017, RSI entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GP Investments Acquisition Corp. (“GPIA”), a publicly-held special purpose acquisition company (“SPAC”) incorporated in the Cayman Islands and formed for the purpose of effecting a business combination with one or more businesses. The Merger Agreement was approved by the respective shareholders of RSI and GPIA in October 2017, and closing occurred on October 10, 2017, resulting in (i) the merger of a wholly-owned subsidiary of GPIA with and into RSI, with RSI as the surviving corporation, after which (ii) RSI merged with and into GPIA, with GPIA as the surviving corporation and renamed “Rimini Street, Inc.” (referred to herein as “RMNI”, as distinguished from RSI, which is defined as the predecessor entity with the same legal name) immediately after consummation of the second merger. Prior to the consummation of the mergers, the ultimate parent entity of GPIA was GP Investments, Ltd. (“GP Investments”), a global private equity firm and a former affiliate of the Company. An affiliate of GP Investments was a member of the Company’s Board of Directors until May 5, 2021.In addition, an affiliate of Adams Street Partners and its affiliates (collectively referred to as “ASP”) is also a member of the Company’s Board of Directors. As of June 30, 2022, ASP owned approximately 26.9% of the Company’s issued and outstanding shares of Common Stock. In July 2018, ASP acquired 19,209 shares of Series A Preferred Stock and approximately 0.4 million shares of Common Stock for total consideration of approximately $19.2 million, all of which shares of Series A Preferred Stock were redeemed by the Company in 2021 on the same terms and conditions as for all other holders of Series A Preferred Stock. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE The Company computes earnings per share in accordance with ASC Topic 260, Earnings per Share , which requires earnings per share for each class of stock to be calculated using the two-class method. The holders of Series A Preferred Stock were entitled to participate in Common Stock dividends, if and when declared, on a one-to-one per-share basis. Accordingly, in prior year periods in which the Company had net income, earnings per share were computed using the two-class method whereby the pro rata dividends on Common Stock that were also distributable to the holders of Series A Preferred Stock would have been deducted from earnings applicable to common stockholders, regardless of whether a dividend is declared for such undistributed earnings. Under the two-class method, earnings for the reporting period were allocated between the holders of the Company’s Common Stock and the Series A Preferred Stock based on their respective participation rights in undistributed earnings. Basic earnings per share of Common Stock is computed by dividing net income attributable to common stockholders by the weighted average number of shares of basic Common Stock outstanding. Net income allocated to the holders of the Company’s Series A Preferred Stock is calculated based on the stockholders’ proportionate share of the weighted average shares of Common Stock outstanding on an if-converted basis. Diluted earnings per share of Common Stock is calculated by adjusting the basic earnings per share of Common Stock for the effects of potential dilutive Common Stock shares outstanding such as stock options, restricted stock units and warrants. For both the three and six months ended June 30, 2022 and 2021, basic and diluted net earnings per share of Common Stock were computed by dividing the net income attributable to common stockholders by the weighted average number of common shares outstanding during the respective periods. The following tables set forth the computation of basic and diluted net income (loss) attributable to common stockholders (in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Income attributable to common stockholders: Net income $ 110 $ 6,807 $ 3,197 $ 3,231 Return on repurchase of Series A Preferred Stock shares — — — (38) Accretion related to redemption of Series A Preferred Stock — (5,673) — (5,673) Make-whole dividends related to redemption of Series A Preferred Stock — (2,343) — (2,343) Dividends and accretion related to Series A Preferred Stock: Cash dividends declared — (2,179) — (5,839) PIK dividends declared — (654) — (1,752) Accretion of discount — (804) — (2,277) 110 (4,846) 3,197 (14,691) Undistributed earnings allocated using the two-class method — — — — Net income (loss) attributable to common stockholders $ 110 $ (4,846) $ 3,197 $ (14,691) Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Weighted average number of shares of Common Stock outstanding 87,225 85,343 87,175 82,056 Additional shares outstanding if Series A Preferred Stock is converted to Common Stock — 9,770 — 12,197 Total shares outstanding if Series A Preferred Stock is converted to Common Stock 87,225 95,113 87,175 94,253 Percentage of shares allocated to Series A Preferred Stock — % 10.3 % — % 12.9 % Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Weighted average number of shares of Common Stock outstanding: Basic 87,225 85,343 87,175 82,056 Warrants 181 — — — Stock options 659 — 588 — RSUs 1,274 — 1,177 — Diluted 89,339 85,343 88,940 82,056 Net income (loss) per share attributable to common stockholders: Basic $ — $ (0.06) $ 0.04 $ (0.18) Diluted $ — $ (0.06) $ 0.04 $ (0.18) The following potential Common Stock equivalents were excluded from the computation of diluted net income (loss) per share for the respective periods ending on these dates since the impact of inclusion was anti-dilutive (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2022 RSUs 691 507 Stock options 4,046 4,020 Warrants 14,688 18,128 Total 19,425 22,655 |
FINANCIAL INSTRUMENTS AND SIGNI
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts, and considers assumptions that market participants would use when pricing the asset or liability. Additional information on fair value measurements is included in Note 13 to the Company’s Consolidated Financial Statements for the year ended December 31, 2021, included in Part II, Item 8 of the 2021 Form 10-K. The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. On May 18, 2022, the Company entered into an interest rate swap agreement for a notional value of $40.0 million. The derivative was recognized in the accompanying Unaudited Condensed Consolidated Balance Sheets at its estimated fair value as of June 30, 2022. The Company uses derivatives to manage the risk associated with changes in interest rates. The Company does not enter into derivatives for speculative purposes. To estimate fair value for the Company's interest rate swap agreement as of June 30, 2022, the Company utilized a present value of future cash flows, leveraging a model-derived valuation that uses Level 2 observable inputs such as interest rate yield curves. The Company estimated the fair value of the interest rate swap agreement to be $48 thousand as of June 30, 2022. Changes in the fair value of the derivatives that qualify as cash flow hedges are recorded in Accumulated other comprehensive loss in the accompanying Unaudited Condensed Consolidated Balance Sheets until earnings are affected by the variability of the cash flows. The Company incurred interest payments of $0.1 million during the three months ended June 30, 2022, which were recorded as interest expense. The amounts recorded for the interest rate swap agreement are described below (in thousands): Derivative Instrument Balance Sheet Classification June 30, 2022 December 31, 2021 Interest rate swap Other long-term liabilities $ 48 $ — For the Three Months Ended For the Six Months Ended Derivative Instrument Income Statement Classification June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Interest rate swap Interest expense $ 142 $ — $ 142 $ — During the year ended December 31, 2021, the Company determined that its GP Sponsor Private Placement Warrants were subject to treatment as a liability. The GP Sponsor Private Placement Warrants could not be redeemed by the Company so long as these warrants were held by the initial purchasers or such purchasers’ permitted transferees. If these warrants were held by someone other than the initial purchasers or such purchasers’ permitted transferees, these warrants are redeemable by the Company and exercisable on the same basis as certain warrants to purchase approximately 8.6 million shares of the Company’s Common Stock, at $11.50 per share (the “Public Warrants”). As a result, the GP Sponsor Private Placement Warrants were reclassified as a liability. On October 29, 2021, the GP Sponsor sold the warrants for $1.04 per warrant to outside holders. As a result of the sale, the new holders of the Private Placement Warrants had the same rights as that of the Public Warrant holders, all of which warrants expire in October 2022. Therefore as of October 29, 2021, the Company reclassified the liability for the GP Sponsor Private Placement Warrants to additional paid-in capital for $6.3 million. During the three months and six months ended June 30, 2021, the key assumptions used to determine the fair value were the term period of the warrants, the risk-free rate and volatility. The carrying amounts of the Company’s financial instruments including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate fair values due to their short-term maturities. Based on borrowing rates currently available to the Company for debt with similar terms, the carrying value of capital lease obligations approximate fair value as of the respective balance sheet dates. Significant Concentrations The Company attributes revenues to geographic regions based on the location of its clients’ contracting entities. The following table shows revenues by geographic region (in thousands): Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 United States of America $ 53,909 $ 49,562 $ 106,194 $ 97,121 International 47,291 42,052 92,916 82,388 Total $ 101,200 $ 91,614 $ 199,110 $ 179,509 No clients represented more than 10% of revenue for both the three and the six months ended June 30, 2022 and 2021. As of June 30, 2022, no clients accounted for more than 10% of total net accounts receivable. As of December 31, 2021, the Company had one customer greater than 10% of total net accounts receivable. The Company tracks its assets by physical location. As of June 30, 2022 and December 31, 2021, the net carrying value of the Company’s property and equipment located outside of the United States amounted to approximately $1.6 million and $1.5 million, respectively. As of June 30, 2022, the Company had operating lease right-of-use assets of $6.6 million, $4.0 million and $0.8 million in the United States, India and the rest of the world, respectively. As of December 31, 2021, the Company had operating lease right-of-use assets of $7.7 million, $4.7 million and $0.4 million in the United States, India and the rest of the world, respectively. Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. The Company maintains its cash, cash equivalents and restricted cash at high-quality financial institutions, primarily in the United States. Deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. As of June 30, 2022 and December 31, 2021, the Company had cash, cash equivalents and restricted cash with a single financial institution for an aggregate of $109.0 million and $70.6 million, respectively. As of June 30, 2022 and December 31, 2021, the Company had restricted cash of $0.4 million. The Company has never experienced any losses related to these balances. Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s client base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain clients and generally does not require collateral on accounts receivable. The Company maintains reserves for potential bad debts and historically such losses are generally not significant. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASES Effective at the start of fiscal 2020, the Company adopted the provisions and expanded disclosure requirements described in Accounting Standards Codification (ASC) Topic 842, Lease s. The Company adopted the standard using the prospective method. The Company has operating leases for real estate and equipment with an option to renew the leases for up to one month to five years. Some of the leases include the option to terminate the leases upon 30-days notice with a penalty. The Company’s leases have various remaining lease terms ranging from November 2022 to January 2027. The Company’s lease agreements may include renewal or termination options for varying periods that are generally at the Company's discretion. The Company’s lease terms only include those periods related to renewal options the Company believes are reasonably certain to exercise. The Company generally does not include these renewal options as it is not reasonably certain to renew at the lease commencement date. This determination is based on consideration of certain economic, strategic and other factors that the Company evaluates at lease commencement date and reevaluates throughout the lease term. Some leases also include options to terminate the leases and the Company only includes those periods beyond the termination date if it is reasonably certain not to exercise the termination option. The Company uses a discount rate to calculate the right of use (“ROU”) asset and lease liability. When the implicit rate is known or provided in the lease documents, the Company is required to use this rate. In cases in which the implicit rate is not known, the Company uses an estimated incremental borrowing rate. Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance and tax payments. The variable portion of lease payments is not included in the Company’s ROU assets or lease liabilities. Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expenses recorded in selling and administrative expenses on the Consolidated Statements of Operations and Comprehensive Income. The Company has lease agreements with both lease and non-lease components that are treated as a single lease component for all underlying asset classes. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses. The Company has elected to apply the short-term lease exception for all underlying asset classes. That is, leases with a term of 12 months or less are not recognized on the balance sheet, but rather expensed on a straight-line basis over the lease term. The Company’s leases do not include significant restrictions or covenants, and residual value guarantees are generally not included within its operating leases. As of June 30, 2022, the Company did not have any material additional operating leases that have not yet commenced. The components of lease expense and supplemental balance sheet information were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating lease expense related to ROU assets and liabilities $ 1,377 $ 1,546 $ 2,781 $ 3,100 Other lease expense 211 132 403 292 Total lease expense $ 1,588 $ 1,678 $ 3,184 $ 3,392 Other information related to leases was as follows (in thousands): Supplemental Balance Sheet Information June 30, 2022 December 31, 2021 Operating lease right-of-use assets, noncurrent $ 11,469 $ 12,722 June 30, 2022 December 31, 2021 Operating lease liabilities, current $ 4,156 $ 4,227 Operating lease liabilities, noncurrent 10,860 12,511 Total operating lease liabilities $ 15,016 $ 16,738 Weighted Average Remaining Lease Term Years Operating leases 3.64 Weighted Average Discount Rate Operating leases 10.3 % Maturities of operating lease liabilities as of June 30, 2022 were as follows (in thousands): Year ending June 30: 2023 $ 5,483 2024 4,680 2025 4,085 2026 2,412 2027 1,443 Thereafter — Total future undiscounted lease payments 18,103 Less imputed interest (3,087) Total $ 15,016 For the three months ended June 30, 2022 and 2021, the Company paid $1.4 million and $1.5 million, respectively, for operating lease liabilities. For the six months ended June 30, 2022 and 2021, the Company paid $2.8 million and $3.0 million, respectively, for operating lease liabilities. |
LIQUIDITY AND SIGNIFICANT ACC_2
LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The Unaudited Condensed Consolidated Financial Statements, which include the accounts of the Company and its wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by U.S. GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Unaudited Condensed Consolidated Financial Statements have been included. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements for the year ended December 31, 2021, included in the Company’s 2021 Annual Report on Form 10-K as filed with the SEC on March 2, 2022 (the “2021 Form 10-K”). The accompanying Unaudited Condensed Consolidated Balance Sheet and related disclosures as of December 31, 2021 have been derived from the Company’s audited financial statements. The Company’s financial condition as of June 30, 2022, and operating results for both the three and six months ended June 30, 2022, are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s accounting estimates include, but are not necessarily limited to, valuation of accounts receivable, valuation assumptions for stock options and leases, deferred income taxes and the related valuation allowances, and the evaluation and measurement of contingencies. To the extent there are material differences between the Company’s estimates and actual results, the Company’s future consolidated results of operation may be affected. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Standards. The following accounting standards were adopted during fiscal year 2022: |
Earnings Per Share | The Company computes earnings per share in accordance with ASC Topic 260, Earnings per Share , which requires earnings per share for each class of stock to be calculated using the two-class method. The holders of Series A Preferred Stock were entitled to participate in Common Stock dividends, if and when declared, on a one-to-one per-share basis. Accordingly, in prior year periods in which the Company had net income, earnings per share were computed using the two-class method whereby the pro rata dividends on Common Stock that were also distributable to the holders of Series A Preferred Stock would have been deducted from earnings applicable to common stockholders, regardless of whether a dividend is declared for such undistributed earnings. Under the two-class method, earnings for the reporting period were allocated between the holders of the Company’s Common Stock and the Series A Preferred Stock based on their respective participation rights in undistributed earnings. Basic earnings per share of Common Stock is computed by dividing net income attributable to common stockholders by the weighted average number of shares of basic Common Stock outstanding. Net income allocated to the holders of the Company’s Series A Preferred Stock is calculated based on the stockholders’ proportionate share of the weighted average shares of Common Stock outstanding on an if-converted basis. Diluted earnings per share of Common Stock is calculated by adjusting the basic earnings per share of Common Stock for the effects of potential dilutive Common Stock shares outstanding such as stock options, restricted stock units and warrants. |
DEFERRED CONTRACT COSTS AND D_2
DEFERRED CONTRACT COSTS AND DEFERRED REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenue | Activity for deferred contract costs consisted of the following (in thousands): Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Deferred contract costs, current and noncurrent, as of the beginning of period $ 38,821 $ 34,500 $ 36,509 $ 34,945 Capitalized commissions during the period 5,278 5,868 11,803 9,142 Amortized deferred contract costs during the period (4,390) (3,807) (8,603) (7,526) Deferred contract costs, current and noncurrent, as of the end of period $ 39,709 $ 36,561 $ 39,709 $ 36,561 Deferred revenue activity consisted of the following (in thousands): Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Deferred revenue, current and noncurrent, as of the beginning of period $ 300,029 $ 249,997 $ 300,268 $ 256,933 Billings, net 101,558 107,255 199,229 188,214 Revenue recognized (101,200) (91,614) (199,110) (179,509) Deferred revenue, current and noncurrent, as of the end of period $ 300,387 $ 265,638 $ 300,387 $ 265,638 |
OTHER FINANCIAL INFORMATION (Ta
OTHER FINANCIAL INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities consisted of the following (in thousands): June 30, December 31, 2022 2021 Accrued sales and other taxes $ 4,471 $ 8,805 Accrued professional fees 5,416 4,502 Current maturities of capital lease obligations 320 315 Income taxes payable 2,107 1,546 Accrued litigation settlement costs 6,980 7,530 Other accrued expenses 4,627 3,426 Total other accrued liabilities $ 23,921 $ 26,124 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Debt | Debt is presented net of debt discounts and issuance costs in the Company's balance sheets and consisted of the following (in thousands): June 30, December 31, 2022 2021 Credit Facility $ 76,552 $ 83,319 Less current maturities 3,664 3,664 Long-term debt, net of current maturities $ 72,888 $ 79,655 |
Schedule of Interest Expense | The components of interest expense are presented below (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Credit Facility: Interest expense $ 735 $ — $ 1,277 $ — Accretion expense related to discount and issuance costs 243 — 483 — Interest on finance leases 21 38 47 85 $ 999 $ 38 $ 1,807 $ 85 |
REDEEMABLE SERIES A PREFERRED_2
REDEEMABLE SERIES A PREFERRED STOCK (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Temporary Equity | The changes in the net carrying value of Series A Preferred Stock from December 31, 2020 to September 30, 2021 (the quarter in which the Series A Preferred Stock was redeemed in full) are set forth below (dollars in thousands): Series A Preferred Stock Shares Amount Net carrying value as of December 31, 2020 154,911 $ 137,854 Issuance of shares to settle PIK Dividends on January 4, 2021 1,193 1,193 Repurchase of 10,000 shares on January 5, 2021 (10,000) (8,913) Accretion of discount for the three months ended March 31, 2021 — 1,473 Net carrying value as of March 31, 2021 146,104 131,607 Issuance of shares to settle PIK Dividends on April 1, 2021 1,051 1,051 Redemption of 60,000 shares on April 16, 2021 (60,000) (54,327) Accretion of discount for the three months ended June 30, 2021 — 804 Net carrying value as of June 30, 2021 87,155 79,135 Issuance of shares to settle PIK Dividends on July 1, 2021 647 647 Redemption of 87,802 shares on July 20, 2021 (87,802) (79,782) Net carrying value as of September 30, 2021 — $ — |
Summary of Dividends Declared | Presented below is a summary of total and per share dividends declared during fiscal year 2021 (dollars in thousands, except per share amounts): Dividends Payable in: Total Dividends Cash PIK Dividends Per Share Dividends payable as of December 31, 2020 $ 3,842 $ 1,193 $ 5,035 $ 32.50 Cash Dividends 10% per annum 3,660 — 3,660 23.40 PIK Dividends 3% per annum — 1,098 1,098 7.02 Fractional PIK shares settled for cash 47 (47) — — Less dividends settled January 4, 2021 (4,009) (1,193) (5,202) (33.26) Dividends payable as of March 31, 2021 3,540 1,051 4,591 32.14 Cash Dividends 10% per annum 2,179 — 2,179 25.00 PIK Dividends 3% per annum — 654 654 7.50 Fractional PIK shares settled for cash 7 (7) — — Less dividends settled April 1, 2021 (3,540) (1,051) (4,591) (52.68) Dividends payable as of June 30, 2021 2,186 647 2,833 32.51 Less dividends settled on July 1, 2021 (2,186) (647) (2,833) (32.27) Dividends payable as of September 30, 2021 $ — $ — $ — $ — |
COMMON STOCK OFFERING, RESTRI_2
COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table sets forth a summary of stock option activity under the Stock Plans for the six months ended June 30, 2022 (shares in thousands): Shares Price (1) Term (2) Outstanding, December 31, 2021 6,824 $ 5.92 5.6 Granted 1,096 5.62 Forfeited (294) 5.75 Expired (108) 5.73 Exercised (325) 1.39 Outstanding, June 30, 2022 (3)(4) 7,193 6.09 5.8 Vested, June 30, 2022 (3) 4,676 5.97 3.9 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) As of June 30, 2022, the aggregate intrinsic value of all stock options outstanding was $4.7 million. As of June 30, 2022, the aggregate intrinsic value of vested stock options was $3.8 million. (4) The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.4 million shares as of June 30, 2022. |
Schedule of Stockholders Equity | The following table presents activity affecting the total number of shares available for grant under the Stock Plans for the six months ended June 30, 2022 (in thousands): Available, December 31, 2021 4,324 Newly authorized by Board of Directors 3,484 Stock options granted (1,096) RSUs granted (708) Expired options under Stock Plans 108 Forfeited options under Stock Plans 294 Forfeited RSUs under Stock Plans 460 Shares issued (60) Shares repurchased 653 Available, June 30, 2022 7,459 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | For the six months ended June 30, 2022, the fair value of each stock option grant under the Stock Plans was estimated on the date of grant using the BSM option-pricing model, with the following weighted-average assumptions: Expected life (in years) 6.0 Volatility 45% Dividend yield 0% Risk-free interest rate 2.58% Fair value per share of Common Stock on date of grant $5.62 |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense attributable to RSUs and stock options is classified as follows (in thousands): Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 573 $ 375 $ 1,081 $ 691 Sales and marketing 853 874 1,680 1,601 General and administrative 1,733 1,229 3,449 2,419 Total $ 3,159 $ 2,478 $ 6,210 $ 4,711 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following tables set forth the computation of basic and diluted net income (loss) attributable to common stockholders (in thousands, except per share amounts): Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Income attributable to common stockholders: Net income $ 110 $ 6,807 $ 3,197 $ 3,231 Return on repurchase of Series A Preferred Stock shares — — — (38) Accretion related to redemption of Series A Preferred Stock — (5,673) — (5,673) Make-whole dividends related to redemption of Series A Preferred Stock — (2,343) — (2,343) Dividends and accretion related to Series A Preferred Stock: Cash dividends declared — (2,179) — (5,839) PIK dividends declared — (654) — (1,752) Accretion of discount — (804) — (2,277) 110 (4,846) 3,197 (14,691) Undistributed earnings allocated using the two-class method — — — — Net income (loss) attributable to common stockholders $ 110 $ (4,846) $ 3,197 $ (14,691) Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Weighted average number of shares of Common Stock outstanding 87,225 85,343 87,175 82,056 Additional shares outstanding if Series A Preferred Stock is converted to Common Stock — 9,770 — 12,197 Total shares outstanding if Series A Preferred Stock is converted to Common Stock 87,225 95,113 87,175 94,253 Percentage of shares allocated to Series A Preferred Stock — % 10.3 % — % 12.9 % Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 Weighted average number of shares of Common Stock outstanding: Basic 87,225 85,343 87,175 82,056 Warrants 181 — — — Stock options 659 — 588 — RSUs 1,274 — 1,177 — Diluted 89,339 85,343 88,940 82,056 Net income (loss) per share attributable to common stockholders: Basic $ — $ (0.06) $ 0.04 $ (0.18) Diluted $ — $ (0.06) $ 0.04 $ (0.18) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potential Common Stock equivalents were excluded from the computation of diluted net income (loss) per share for the respective periods ending on these dates since the impact of inclusion was anti-dilutive (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2022 RSUs 691 507 Stock options 4,046 4,020 Warrants 14,688 18,128 Total 19,425 22,655 |
FINANCIAL INSTRUMENTS AND SIG_2
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Schedule of Amounts Recorded For Interest Rate Swap Agreements | The amounts recorded for the interest rate swap agreement are described below (in thousands): Derivative Instrument Balance Sheet Classification June 30, 2022 December 31, 2021 Interest rate swap Other long-term liabilities $ 48 $ — For the Three Months Ended For the Six Months Ended Derivative Instrument Income Statement Classification June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Interest rate swap Interest expense $ 142 $ — $ 142 $ — |
Schedule of Revenues by Geographic Regions | The following table shows revenues by geographic region (in thousands): Three Months Ended Six Months Ended June 30, 2022 2021 2022 2021 United States of America $ 53,909 $ 49,562 $ 106,194 $ 97,121 International 47,291 42,052 92,916 82,388 Total $ 101,200 $ 91,614 $ 199,110 $ 179,509 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense and supplemental balance sheet information were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating lease expense related to ROU assets and liabilities $ 1,377 $ 1,546 $ 2,781 $ 3,100 Other lease expense 211 132 403 292 Total lease expense $ 1,588 $ 1,678 $ 3,184 $ 3,392 Other information related to leases was as follows (in thousands): Supplemental Balance Sheet Information June 30, 2022 December 31, 2021 Operating lease right-of-use assets, noncurrent $ 11,469 $ 12,722 June 30, 2022 December 31, 2021 Operating lease liabilities, current $ 4,156 $ 4,227 Operating lease liabilities, noncurrent 10,860 12,511 Total operating lease liabilities $ 15,016 $ 16,738 Weighted Average Remaining Lease Term Years Operating leases 3.64 Weighted Average Discount Rate Operating leases 10.3 % |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of June 30, 2022 were as follows (in thousands): Year ending June 30: 2023 $ 5,483 2024 4,680 2025 4,085 2026 2,412 2027 1,443 Thereafter — Total future undiscounted lease payments 18,103 Less imputed interest (3,087) Total $ 15,016 |
LIQUIDITY AND SIGNIFICANT ACC_3
LIQUIDITY AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||
Jul. 20, 2021 | Apr. 16, 2021 | Mar. 11, 2021 | Aug. 18, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Working capital deficit | $ 49,800,000 | |||||||||
Net income | $ 110,000 | $ 6,807,000 | 3,197,000 | $ 3,231,000 | ||||||
Cash, cash equivalents, restricted cash and restricted cash equivalents | 160,636,000 | 110,721,000 | 160,636,000 | 110,721,000 | $ 119,990,000 | $ 87,909,000 | ||||
Deferred revenue, current | $ 255,400,000 | $ 255,400,000 | ||||||||
Cost of goods and services sold (as percentage of revenue) | 37% | |||||||||
Consulting agreement, term (in years) | 5 years | |||||||||
Face amount of debt | $ 90,000,000 | |||||||||
Annual minimum principal payments year one | 5% | |||||||||
Annual minimum principal payments year two | 5% | |||||||||
Annual minimum principal payments year three | 7.50% | |||||||||
Annual minimum principal payments year four | 7.50% | |||||||||
Annual minimum principal payments year five | 10% | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Underwriter discounts and commissions | $ 0 | 2,948,000 | ||||||||
Underwriter expenses | 0 | 1,050,000 | ||||||||
Professional fees | $ 3,193,000 | $ 2,786,000 | 6,692,000 | $ 7,549,000 | ||||||
Operating and capital lease payments due within next twelve months | $ 6,200,000 | $ 6,200,000 | ||||||||
March 2021 Offering | ||||||||||
Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Sale of stock (shares) | 7,800,000 | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||
Price per share (usd per share) | $ 7.75 | |||||||||
Gross proceeds | $ 57,000,000 | |||||||||
Underwriter discounts and commissions | 2,900,000 | |||||||||
Underwriter expenses | 200,000 | |||||||||
Professional fees | 1,300,000 | |||||||||
Proceeds from issuance of private placement, net | $ 55,600,000 | |||||||||
August 2020 Offering | ||||||||||
Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Sale of stock (shares) | 6,100,000 | |||||||||
Price per share (usd per share) | $ 4.50 | |||||||||
Gross proceeds | $ 27,500,000 | |||||||||
Underwriter discounts and commissions | 1,700,000 | |||||||||
Underwriter expenses | 100,000 | |||||||||
Professional fees | 600,000 | |||||||||
Proceeds from issuance of private placement, net | $ 25,100,000 | |||||||||
Series A Preferred Stock | ||||||||||
Significant Accounting Policies Disclosure [Line Items] | ||||||||||
Redemption shares issued (shares) | 87,802 | 60,000 | ||||||||
Redemption percentage | 13% | |||||||||
Redemption price | $ 88,400,000 | $ 60,000,000 | ||||||||
Aggregate redemption price | $ 87,800,000 | $ 62,300,000 | ||||||||
Preferred stock, dividends per share, declared (in dollars per share) | $ 1,000 | $ 1,000 | ||||||||
Redemption of accrued dividends | $ 600,000 | $ 2,300,000 | ||||||||
Per share amount of accrued dividends (in dollars per share) | $ 6.86 | $ 39.05 | ||||||||
Sale of stock (shares) | 60,000 |
DEFERRED CONTRACT COSTS AND D_3
DEFERRED CONTRACT COSTS AND DEFERRED REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Capitalized Contract Cost, Net [Abstract] | |||||
Deferred contract costs, current and noncurrent, as of the beginning of period | $ 38,821 | $ 34,500 | $ 36,509 | $ 34,945 | |
Capitalized commissions during the period | 5,278 | 5,868 | 11,803 | 9,142 | |
Amortized deferred contract costs during the period | (4,390) | (3,807) | (8,603) | (7,526) | |
Deferred contract costs, current and noncurrent, as of the end of period | 39,709 | 36,561 | 39,709 | 36,561 | |
Change in Contract with Customer, Liability [Abstract] | |||||
Deferred revenue, current and noncurrent, as of the beginning of period | 300,029 | 249,997 | 300,268 | 256,933 | |
Billings, net | 101,558 | 107,255 | 199,229 | 188,214 | |
Revenue recognized | (101,200) | (91,614) | (199,110) | (179,509) | |
Deferred revenue, current and noncurrent, as of the end of period | 300,387 | $ 265,638 | 300,387 | $ 265,638 | |
Deferred revenue, current | 255,376 | 255,376 | $ 253,221 | ||
Deferred revenue, noncurrent | $ 45,011 | $ 45,011 | $ 47,047 |
OTHER FINANCIAL INFORMATION - O
OTHER FINANCIAL INFORMATION - Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued sales and other taxes | $ 4,471 | $ 8,805 | |
Accrued professional fees | 5,416 | 4,502 | |
Current maturities of capital lease obligations | 320 | 315 | |
Income taxes payable | 2,107 | 1,546 | |
Accrued litigation settlement costs | 6,980 | 7,530 | |
Other accrued expenses | 4,627 | 3,426 | |
Total other accrued liabilities | $ 23,921 | $ 26,124 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total other accrued liabilities | Total other accrued liabilities |
DEBT - Net of Debt Discounts an
DEBT - Net of Debt Discounts and Issuance Costs (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less current maturities | $ 3,664 | $ 3,664 |
Long-term debt, net of current maturities | 72,888 | 79,655 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Credit Facility | 76,552 | 83,319 |
Less current maturities | 3,664 | 3,664 |
Long-term debt, net of current maturities | $ 72,888 | $ 79,655 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||||||||
May 31, 2022 USD ($) | Jul. 20, 2021 USD ($) | Jun. 30, 2022 USD ($) payment | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) payment | Jun. 30, 2021 USD ($) | May 27, 2022 USD ($) | May 18, 2022 USD ($) | Mar. 31, 2022 USD ($) payment | Feb. 27, 2022 USD ($) | Jan. 14, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Value of shares authorized to be repurchased | $ 50,000,000 | $ 15,000,000 | $ 15,000,000 | $ 15,000,000 | |||||||
Consulting agreement, term (in years) | 5 years | ||||||||||
Annual minimum principal payments year one | 5% | ||||||||||
Annual minimum principal payments year two | 5% | ||||||||||
Annual minimum principal payments year three | 7.50% | ||||||||||
Annual minimum principal payments year four | 7.50% | ||||||||||
Annual minimum principal payments year five | 10% | ||||||||||
Interest rate swap agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Notional amount | $ 40,000,000 | $ 40,000,000 | $ 40,000,000 | ||||||||
Fixed payor LIBOR Rate (percent) | 2.9935% | ||||||||||
Initial floating LIBOR rate (percent) | 0.93557% | ||||||||||
Embedded floor (percent) | 0% | ||||||||||
Interest expense | $ 142,000 | $ 0 | $ 142,000 | $ 0 | |||||||
Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Prepaid indebtedness | $ 5,000,000 | ||||||||||
Number of required principal payments | payment | 2 | 2 | 2 | ||||||||
Principal payment | $ 1,100,000 | $ 1,100,000 | $ 1,100,000 | ||||||||
Net proceeds related | $ 89,300,000 | ||||||||||
Issuance costs discount | 0.375% | ||||||||||
Incurred issuance costs | $ 4,200,000 | ||||||||||
Fair value of the carrying amount | 80,000,000 | 80,000,000 | |||||||||
Minimum fixed charge ratio | 1.25 | ||||||||||
Debt instrument, leverage ratio | 3.75 | ||||||||||
Consulting agreement, term (in years) | 5 years | ||||||||||
Annual minimum principal payments year one | 5% | ||||||||||
Annual minimum principal payments year two | 5% | ||||||||||
Annual minimum principal payments year three | 7.50% | ||||||||||
Annual minimum principal payments year four | 7.50% | ||||||||||
Annual minimum principal payments year five | 10% | ||||||||||
Line of Credit | Level 2 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fair value of the credit facility | $ 80,700,000 | $ 80,700,000 | |||||||||
Line of Credit | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Financial covenants, minimum liquidity | $ 20,000,000 | ||||||||||
Line of Credit | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate | 1% | ||||||||||
Line of Credit | LIBOR | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate | 1.75% | ||||||||||
Line of Credit | LIBOR | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate | 2.50% | ||||||||||
Line of Credit | Margin | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate | 1.75% | 1.75% |
DEBT - Interest Expense (Detail
DEBT - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 999 | $ 38 | $ 1,807 | $ 85 |
Interest expense | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 735 | 0 | 1,277 | 0 |
Accretion expense related to discount and issuance costs | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 243 | 0 | 483 | 0 |
Interest on finance leases | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 21 | $ 38 | $ 47 | $ 85 |
REDEEMABLE SERIES A PREFERRED_3
REDEEMABLE SERIES A PREFERRED STOCK - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||||||
Jul. 20, 2021 | Apr. 16, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 31, 2022 | May 27, 2022 | Feb. 27, 2022 | Jan. 14, 2022 | Jan. 05, 2021 | |
Securities Purchase Agreements | |||||||||
Net proceeds related to Common Stock issuances in March 2021 Offering | $ 80,700 | $ 0 | $ 56,965 | ||||||
Value of shares authorized to be repurchased | $ 50,000 | $ 15,000 | $ 15,000 | $ 15,000 | |||||
Series A Preferred Stock | |||||||||
Securities Purchase Agreements | |||||||||
Redemption shares issued (shares) | 87,802 | 60,000 | |||||||
Redemption price | $ 88,400 | $ 60,000 | |||||||
Aggregate redemption price | $ 87,800 | $ 62,300 | |||||||
Preferred stock, dividends per share, declared (in dollars per share) | $ 1,000 | $ 1,000 | |||||||
Redemption of accrued dividends | $ 600 | $ 2,300 | |||||||
Per share amount of accrued dividends (in dollars per share) | $ 6.86 | $ 39.05 | |||||||
Shares authorized to be repurchased (shares) | 10,000 | ||||||||
Value of shares authorized to be repurchased | $ 8,950 |
REDEEMABLE SERIES A PREFERRED_4
REDEEMABLE SERIES A PREFERRED STOCK - Change in Value of Temporary Equity (Details) - Series A Preferred Stock - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Jul. 20, 2021 | Apr. 16, 2021 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 05, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Aggregate redemption price | $ (88,400) | $ (60,000) | |||||||
Accretion of discount | $ 0 | $ 5,673 | $ 0 | $ 5,673 | |||||
Shares authorized to be repurchased (shares) | 10,000 | ||||||||
Private Placement | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Net carrying value beginning balance (shares) | 87,155 | 146,104 | 154,911 | 154,911 | |||||
Net carrying value beginning balance | $ 79,135 | $ 131,607 | $ 137,854 | $ 137,854 | |||||
Issuance of shares to settle PIK Dividends (shares) | 647 | 1,051 | 1,193 | ||||||
Issuance of shares to settle PIK Dividends | $ 647 | $ 1,051 | $ 1,193 | ||||||
Repurchase (shares) | (10,000) | ||||||||
Repurchase | $ (8,913) | ||||||||
Stock redeemed or called during period (in shares) | (87,802) | (60,000) | (87,802) | (60,000) | |||||
Aggregate redemption price | $ (79,782) | $ (54,327) | |||||||
Accretion of discount (shares) | 0 | 0 | |||||||
Accretion of discount | $ 804 | $ 1,473 | |||||||
Net carrying value beginning balance (shares) | 0 | 87,155 | 146,104 | 87,155 | |||||
Net carrying value beginning balance | $ 0 | $ 79,135 | $ 131,607 | $ 79,135 |
REDEEMABLE SERIES A PREFERRED_5
REDEEMABLE SERIES A PREFERRED STOCK - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | |
Dividends Payable [Roll Forward] | |||||||
Cash dividends declared | $ 0 | $ 2,179 | $ 0 | $ 5,839 | |||
Dividends, paid-in-kind | $ 0 | $ 654 | $ 0 | $ 1,752 | |||
Cash Dividend | |||||||
Dividends Payable [Roll Forward] | |||||||
Dividend rate (as a percent) | 10% | 10% | 10% | ||||
Paid-In-Kind Dividend | |||||||
Dividends Payable [Roll Forward] | |||||||
Dividend rate (as a percent) | 3% | 3% | 3% | ||||
Series A Preferred Stock | |||||||
Dividends Payable [Roll Forward] | |||||||
Dividends payable start of period | $ 2,833 | $ 4,591 | $ 5,035 | $ 5,035 | |||
Dividends payable (usd per share) | $ 0 | $ 32.51 | $ 32.14 | $ 32.51 | $ 32.50 | ||
Payments of cash dividends on Series A Preferred Stock | $ (2,833) | $ (4,591) | $ (5,202) | ||||
Dividends, cash paid (usd per share) | $ (32.27) | $ (52.68) | $ (33.26) | ||||
Dividends payable end of period | $ 0 | $ 2,833 | $ 4,591 | $ 2,833 | |||
Series A Preferred Stock | Cash Dividend | |||||||
Dividends Payable [Roll Forward] | |||||||
Dividends payable start of period | 2,186 | 3,540 | 3,842 | $ 3,842 | |||
Cash dividends declared | 2,179 | 3,660 | |||||
Dividends | $ 2,179 | $ 3,660 | |||||
Dividends payable (usd per share) | $ 25 | $ 23.40 | $ 25 | ||||
Payments of cash dividends on Series A Preferred Stock | (2,186) | $ (3,540) | $ (4,009) | ||||
Dividends payable end of period | 0 | 2,186 | 3,540 | $ 2,186 | |||
Series A Preferred Stock | Paid-In-Kind Dividend | |||||||
Dividends Payable [Roll Forward] | |||||||
Dividends payable start of period | 647 | 1,051 | 1,193 | $ 1,193 | |||
Dividends, paid-in-kind | 654 | 1,098 | |||||
Fractional PIK shares settled for cash | (7) | (47) | |||||
Dividends | $ 654 | $ 1,098 | |||||
Dividends payable (usd per share) | $ 7.50 | $ 7.02 | $ 7.50 | ||||
Payments of cash dividends on Series A Preferred Stock | (647) | $ (1,051) | $ (1,193) | ||||
Dividends payable end of period | $ 0 | 647 | 1,051 | $ 647 | |||
Series A Preferred Stock | Fractional Shares | |||||||
Dividends Payable [Roll Forward] | |||||||
Cash dividends declared | 7 | 47 | |||||
Dividends | $ 0 | $ 0 | |||||
Dividends payable (usd per share) | $ 0 | $ 0 | $ 0 |
COMMON STOCK OFFERING, RESTRI_3
COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||||||||
May 31, 2022 | May 27, 2022 | Feb. 22, 2022 | Oct. 29, 2021 | Aug. 06, 2021 | Mar. 11, 2021 | Aug. 18, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Feb. 27, 2022 | Jan. 14, 2022 | Dec. 31, 2021 | Apr. 12, 2021 | Jan. 05, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Value of shares authorized to be repurchased | $ 50,000 | $ 15,000 | $ 15,000 | $ 15,000 | ||||||||||||
Stock repurchase program, period | 4 years | 2 years | ||||||||||||||
Stock reacquired and retired (shares) | 100,000 | 700,000 | ||||||||||||||
Stock reacquired and retired | $ 500 | $ 3,700 | ||||||||||||||
Common Stock Offering | ||||||||||||||||
Underwriter discounts and commissions | 0 | $ 2,948 | ||||||||||||||
Underwriter expenses | 0 | 1,050 | ||||||||||||||
Professional fees | 3,193 | $ 2,786 | $ 6,692 | 7,549 | ||||||||||||
Stock Plans | ||||||||||||||||
Stock available for grant newly authorized by Board of Directors (shares) | 3,500,000 | 3,484,000 | ||||||||||||||
Restricted Stock Units | ||||||||||||||||
Stock-based compensation expense | $ 3,159 | 2,478 | $ 6,210 | 4,711 | ||||||||||||
Stock Options | ||||||||||||||||
Stock options granted in period (shares) | 1,096,000 | |||||||||||||||
Warrants | ||||||||||||||||
Exercise price of warrants (in USD per share) | $ 1.04 | |||||||||||||||
Redeemable warrants to additional paid-in capital | $ 6,300 | |||||||||||||||
Warrants outstanding (shares) | 8,600,000 | 18,100,000 | 18,100,000 | 6,100,000 | ||||||||||||
Exercise Price $5.64 | ||||||||||||||||
Warrants | ||||||||||||||||
Exercise price of warrants (in USD per share) | $ 5.64 | $ 5.64 | ||||||||||||||
Warrants outstanding (shares) | 3,400,000 | 3,400,000 | ||||||||||||||
Exercise Price $11.50 | ||||||||||||||||
Warrants | ||||||||||||||||
Exercise price of warrants (in USD per share) | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||||||
Warrants outstanding (shares) | 14,700,000 | 14,700,000 | ||||||||||||||
RSUs | ||||||||||||||||
Acquisition of Common Stock Upon Vesting of Restricted Stock Units [Abstract] | ||||||||||||||||
Stock repurchased (Shares) | 100,000 | |||||||||||||||
Stock reacquired | $ 1,100 | |||||||||||||||
Stock options | ||||||||||||||||
Restricted Stock Units | ||||||||||||||||
Period for recognition of compensation costs not yet recognized related to nonvested awards | 2 years 3 months 18 days | |||||||||||||||
Stock Options | ||||||||||||||||
Stock options granted in period (shares) | 1,100,000 | |||||||||||||||
Fair value of stock options granted | $ 2,900 | |||||||||||||||
Weighted-average grant date fair value per share of options granted in period (usd per share) | $ 2.61 | |||||||||||||||
Unrecognized compensation costs | $ 4,800 | $ 4,800 | $ 3,900 | |||||||||||||
Period for recognition of compensation costs not yet recognized related to nonvested awards | 2 years 3 months 18 days | |||||||||||||||
2013 Plan | RSUs | ||||||||||||||||
Restricted Stock Units | ||||||||||||||||
Restricted stock units granted in period (shares) | 700,000 | |||||||||||||||
Share price of common stock on date of grant of RSUs (USD per share) | $ 5.03 | |||||||||||||||
Aggregate fair value of shares underlying RSU's | $ 3,600 | |||||||||||||||
Stock-based compensation expense | 2,200 | 2,200 | 4,800 | 4,100 | ||||||||||||
Compensation costs not yet recognized of nonvested awards | $ 10,400 | $ 10,400 | ||||||||||||||
Period for recognition of compensation costs not yet recognized related to nonvested awards | 1 year 8 months 12 days | |||||||||||||||
Stock Options | ||||||||||||||||
Period for recognition of compensation costs not yet recognized related to nonvested awards | 1 year 8 months 12 days | |||||||||||||||
2013 Plan | Stock options | ||||||||||||||||
Stock Options | ||||||||||||||||
Award vesting rights (percentage) | 33.33% | |||||||||||||||
Stock Plans | Stock options | ||||||||||||||||
Stock Options | ||||||||||||||||
Term of vested options (years) | 10 years | |||||||||||||||
Series A Preferred Stock | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Value of shares authorized to be repurchased | $ 8,950 | |||||||||||||||
Common Stock Offering | ||||||||||||||||
Sale of stock (shares) | 60,000 | |||||||||||||||
Acquisition of Common Stock Upon Vesting of Restricted Stock Units [Abstract] | ||||||||||||||||
Stock reacquired | $ 0 | $ 0 | $ 0 | $ 38 | ||||||||||||
March 2021 Offering | ||||||||||||||||
Common Stock Offering | ||||||||||||||||
Sale of stock (shares) | 7,800,000 | |||||||||||||||
Price per share (usd per share) | $ 7.75 | |||||||||||||||
Gross proceeds | $ 57,000 | |||||||||||||||
Underwriter discounts and commissions | 2,900 | |||||||||||||||
Underwriter expenses | 200 | |||||||||||||||
Professional fees | 1,300 | |||||||||||||||
Consideration received | $ 55,600 | |||||||||||||||
August 2020 Offering | ||||||||||||||||
Common Stock Offering | ||||||||||||||||
Sale of stock (shares) | 6,100,000 | |||||||||||||||
Price per share (usd per share) | $ 4.50 | |||||||||||||||
Gross proceeds | $ 27,500 | |||||||||||||||
Underwriter discounts and commissions | 1,700 | |||||||||||||||
Underwriter expenses | 100 | |||||||||||||||
Professional fees | 600 | |||||||||||||||
Consideration received | $ 25,100 | |||||||||||||||
Maximum | 2013 Plan | RSUs | ||||||||||||||||
Restricted Stock Units | ||||||||||||||||
Award vesting period | 36 months | |||||||||||||||
Minimum | 2013 Plan | RSUs | ||||||||||||||||
Restricted Stock Units | ||||||||||||||||
Award vesting period | 12 months |
COMMON STOCK OFFERING, RESTRI_4
COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Shares | ||
Granted (shares) | 1,096 | |
Forfeited (shares) | (294) | |
Expired (shares) | (108) | |
Vested at end of period (shares) | 400 | |
Stock Options Plans | ||
Shares | ||
Outstanding at beginning of period (shares) | 6,824 | |
Granted (shares) | 1,096 | |
Forfeited (shares) | (294) | |
Expired (shares) | (108) | |
Exercised (shares) | (325) | |
Outstanding at end of period (shares) | 7,193 | 6,824 |
Vested at end of period (shares) | 4,676 | |
Price | ||
Outstanding at beginning of period (USD per share) | $ / shares | $ 5.92 | |
Granted (USD per share) | $ / shares | 5.62 | |
Forfeited (USD per share) | $ / shares | 5.75 | |
Expired (USD per share) | $ / shares | 5.73 | |
Exercised (USD per share) | $ / shares | 1.39 | |
Outstanding at end of period (USD per share) | $ / shares | 6.09 | $ 5.92 |
Vested (USD per share) | $ / shares | $ 5.97 | |
Term | ||
Term of outstanding options | 5 years 9 months 18 days | 5 years 7 months 6 days |
Term of vested options (years) | 3 years 10 months 24 days | |
Aggregate intrinsic value of stock options outstanding | $ | $ 4.7 | |
Aggregate intrinsic value of vested stock options | $ | $ 3.8 |
COMMON STOCK OFFERING, RESTRI_5
COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - Shares Available for Grant (Details) - shares shares in Thousands | 6 Months Ended | |
Feb. 22, 2022 | Jun. 30, 2022 | |
Shares Available for Grant [Roll Forward] | ||
Available at beginning of period (shares) | 4,324 | |
Newly authorized by Board of Directors (shares) | 3,500 | 3,484 |
Stock options granted (shares) | (1,096) | |
Restricted stock units granted (shares) | (708) | |
Expired options under Stock Plans (shares) | 108 | |
Forfeited options under Stock Plans (shares) | 294 | |
Forfeited restricted stock units under Stock Plans (shares) | 460 | |
Shares issued (shares) | (60) | |
Shares repurchased (shares) | 653 | |
Available at end of period (shares) | 7,459 |
COMMON STOCK OFFERING, RESTRI_6
COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - Assumptions of Fair Value of Stock Option Grants (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
Share-Based Payment Arrangement [Abstract] | |
Expected life (in years) | 6 years |
Volatility (as a percent) | 45% |
Dividend yield (as a percent) | 0% |
Risk-free interest rate (as a percent) | 2.58% |
Fair value per common share on date of grant (USD per share) | $ 5.62 |
COMMON STOCK OFFERING, RESTRI_7
COMMON STOCK OFFERING, RESTRICTED STOCK UNITS, STOCK OPTIONS AND WARRANTS - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,159 | $ 2,478 | $ 6,210 | $ 4,711 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 573 | 375 | 1,081 | 691 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 853 | 874 | 1,680 | 1,601 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,733 | $ 1,229 | $ 3,449 | $ 2,419 |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) installment | Jun. 30, 2021 USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | |||||||
Number of installments | installment | 2 | ||||||
Deferred payroll taxes percentage | 50% | ||||||
Accrued payroll taxes | $ 1.6 | $ 1.6 | |||||
Payments to CARES | $ 1.6 | ||||||
Remaining amount paid under CARES Act | $ 1.6 | $ 1.6 | |||||
Federal statutory income tax rate (as a percent) | 96.50% | 12.10% | 62.20% | 43.50% | |||
Forecast | |||||||
Income Tax Contingency [Line Items] | |||||||
Deferred payroll taxes percentage | 50% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Apr. 14, 2022 | Jan. 12, 2022 claim | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) claim damage | Jun. 30, 2021 USD ($) | Dec. 31, 2016 USD ($) | Dec. 31, 2021 USD ($) | Sep. 15, 2020 client copyright | |
Loss Contingencies [Line Items] | |||||||||
Employer contribution | $ 1.1 | $ 0.9 | $ 2 | $ 1.7 | |||||
Current carrying value of guarantor obligations | 11.9 | $ 11.9 | $ 8.3 | ||||||
Oracle Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of claim found liable | claim | 1 | ||||||||
Damages awarded | $ 124.4 | ||||||||
Payments for judgement ordered after fees and costs | $ 89.9 | ||||||||
Injunction Proceedings | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of claims ruled in favor of defendant | claim | 5 | ||||||||
Number of claims ruled in favor of plaintiff | claim | 5 | ||||||||
Permanent injunction awarded sanctions | $ 0.6 | ||||||||
Accrued expense | $ 6.9 | 6.9 | $ 6.9 | ||||||
Amount awarded to other party | $ 0.6 | ||||||||
Rimini II Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Period between commencement of bench trial and conclusion of jury trial | 60 days | ||||||||
Number of damages to awarded | damage | 0 | ||||||||
Rimini II Litigation | Gap Customers | |||||||||
Loss Contingencies [Line Items] | |||||||||
Copyrights infringed | copyright | 17 | ||||||||
Rimini II Litigation | Two Specific Company Clients | |||||||||
Loss Contingencies [Line Items] | |||||||||
Copyrights infringed | copyright | 4 | ||||||||
Litigation case, number of clients | client | 2 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended |
Jul. 31, 2018 | Jun. 30, 2022 | |
Common Class A Stock | ||
Related Party Transaction [Line Items] | ||
New stock issued during period (shares) | 400,000 | |
Adams Street Partners | Common Stock | ||
Related Party Transaction [Line Items] | ||
Ownership of common stock outstanding (as a percent) | 26.90% | |
Adams Street Partners | Series A Preferred Stock | ||
Related Party Transaction [Line Items] | ||
New stock issued during period (shares) | 19,209 | |
Affiliated Entity | Private Placements | ||
Related Party Transaction [Line Items] | ||
Total consideration | $ 19.2 |
EARNINGS (LOSS) PER SHARE - Bas
EARNINGS (LOSS) PER SHARE - Basic and Diluted Loss Per Share (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Temporary equity, conversion ratio | 1 | |||
Net income | $ 110 | $ 6,807 | $ 3,197 | $ 3,231 |
Cash dividends declared | 0 | (2,179) | 0 | (5,839) |
PIK dividends declared | 0 | (654) | 0 | (1,752) |
Accretion of discount | 0 | (804) | 0 | (2,277) |
Net (loss) income after dividends and accretion | 110 | (4,846) | 3,197 | (14,691) |
Undistributed earnings allocated using the two-class method | 0 | 0 | 0 | 0 |
Net income (loss) attributable to common stockholders | $ 110 | $ (4,846) | $ 3,197 | $ (14,691) |
Weighted average number of shares of Common Stock outstanding (shares) | shares | 87,225 | 85,343 | 87,175 | 82,056 |
Additional shares outstanding if Series A Preferred Stock is converted to Common Stock (shares) | shares | 0 | 9,770 | 0 | 12,197 |
Total shares outstanding if Series A Preferred Stock is converted to Common Stock (shares) | shares | 87,225 | 95,113 | 87,175 | 94,253 |
Percentage of shares allocable to Series A Preferred Stock (percent) | 0% | 10.30% | 0% | 12.90% |
Weighted average number of shares outstanding, diluted (shares) | shares | 89,339 | 85,343 | 88,940 | 82,056 |
Basic (in dollars per share) | $ / shares | $ 0 | $ (0.06) | $ 0.04 | $ (0.18) |
Diluted (in dollars per share) | $ / shares | $ 0 | $ (0.06) | $ 0.04 | $ (0.18) |
Warrants | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive effect of securities (shares) | shares | 181 | 0 | 0 | 0 |
Stock options | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive effect of securities (shares) | shares | 659 | 0 | 588 | 0 |
RSUs | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive effect of securities (shares) | shares | 1,274 | 0 | 1,177 | 0 |
Series A Preferred Stock | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Return on repurchase of Series A Preferred Stock shares | $ 0 | $ 0 | $ 0 | $ (38) |
Accretion related to redemption of Series A Preferred Stock | 0 | (5,673) | 0 | (5,673) |
Make-whole dividends related to redemption of Series A Preferred Stock | $ 0 | $ (2,343) | $ 0 | $ (2,343) |
EARNINGS (LOSS) PER SHARE - Ant
EARNINGS (LOSS) PER SHARE - Antidilutive (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings (in shares) | 19,425 | 22,655 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings (in shares) | 691 | 507 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings (in shares) | 4,046 | 4,020 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings (in shares) | 14,688 | 18,128 |
FINANCIAL INSTRUMENTS AND SIG_3
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Jun. 30, 2022 | Oct. 29, 2021 | Apr. 12, 2021 | |
Concentration Risk [Line Items] | ||||
Warrants outstanding (shares) | 18.1 | 8.6 | 6.1 | |
Exercise price of warrants (in USD per share) | $ 1.04 | |||
Fair value instruments | $ 6,300 | |||
Operating lease right-of-use assets | $ 12,722 | $ 11,469 | ||
Cash and cash equivalents | 119,571 | 160,217 | ||
Single Financial Institution | ||||
Concentration Risk [Line Items] | ||||
Cash and cash equivalents | 70,600 | 109,000 | ||
Current restricted cash | $ 400 | 400 | ||
Accounts Receivable | Customer Concentration Risk | Customer One | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percent (more than) | 10% | |||
Non-US | ||||
Concentration Risk [Line Items] | ||||
Property and equipment, net | $ 1,500 | 1,600 | ||
UNITED STATES | ||||
Concentration Risk [Line Items] | ||||
Operating lease right-of-use assets | 7,700 | 6,600 | ||
INDIA | ||||
Concentration Risk [Line Items] | ||||
Operating lease right-of-use assets | 4,700 | 4,000 | ||
Rest of the world | ||||
Concentration Risk [Line Items] | ||||
Operating lease right-of-use assets | $ 400 | $ 800 | ||
Public Warrants | ||||
Concentration Risk [Line Items] | ||||
Warrants outstanding (shares) | 8.6 | |||
Exercise price of warrants (in USD per share) | $ 11.50 |
FINANCIAL INSTRUMENTS AND SIG_4
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Amounts Recorded For Interest Rate Swap Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 18, 2022 | Dec. 31, 2021 | |
Other long-term liabilities | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Interest rate swap | $ 48 | $ 48 | $ 0 | |||
Interest rate swap agreement | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Notional amount | 40,000 | 40,000 | $ 40,000 | |||
Interest rate swap | 48 | 48 | ||||
Interest expense | $ 142 | $ 0 | $ 142 | $ 0 |
FINANCIAL INSTRUMENTS AND SIG_5
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 101,200 | $ 91,614 | $ 199,110 | $ 179,509 |
United States of America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 53,909 | 49,562 | 106,194 | 97,121 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 47,291 | $ 42,052 | $ 92,916 | $ 82,388 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) day | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) day | Jun. 30, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Days notice required to terminate (days) | day | 30 | 30 | ||
Operating lease payments | $ | $ 1.4 | $ 1.5 | $ 2.8 | $ 3 |
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease renewal term (years) | 1 month | 1 month | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease renewal term (years) | 5 years | 5 years |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease expense related to ROU assets and liabilities | $ 1,377 | $ 1,546 | $ 2,781 | $ 3,100 |
Other lease expense | 211 | 132 | 403 | 292 |
Total lease expense | $ 1,588 | $ 1,678 | $ 3,184 | $ 3,392 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets, noncurrent | $ 11,469 | $ 12,722 |
Operating lease liabilities, current | 4,156 | 4,227 |
Operating lease liabilities, noncurrent | 10,860 | 12,511 |
Total operating lease liabilities | $ 15,016 | $ 16,738 |
Weighted average remaining lease term, operating leases (years) | 3 years 7 months 20 days | |
Weighted average discount rate, operating leases (as a percent) | 10.30% |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liability (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 5,483 | |
2024 | 4,680 | |
2025 | 4,085 | |
2026 | 2,412 | |
2027 | 1,443 | |
Thereafter | 0 | |
Total future undiscounted lease payments | 18,103 | |
Less imputed interest | (3,087) | |
Total | $ 15,016 | $ 16,738 |