Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 24, 2023 | Jun. 30, 2022 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-38825 | ||
Entity Registrant Name | LIVEVOX HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-3447941 | ||
Entity Address, Address Line One | 655 Montgomery Street | ||
Entity Address, Address Line Two | Suite 1000 | ||
Entity Address, City or Town | San Francisco, | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94111 | ||
City Area Code | 415 | ||
Local Phone Number | 671-6000 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 33,547,667 | ||
Entity Common Stock, Shares Outstanding | 100,353,505 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001723648 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Class A common stock, par value $0.0001 per share | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | LVOX | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants, each whole Warrant exercisable to purchase one share of Class A common stock at an exercise price of $11.50 | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Redeemable Warrants, each whole Warrant exercisable to purchase one share of Class A common stock at an exercise price of $11.50 | ||
Trading Symbol | LVOXW | ||
Security Exchange Name | NASDAQ | ||
Units, each consisting of one share of Class A common stock and one-half of one redeemable Warrant | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one redeemable Warrant | ||
Trading Symbol | LVOXU | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Francisco, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 20,742 | $ 47,217 |
Restricted cash, current | 0 | 100 |
Marketable securities, current | 48,182 | 7,226 |
Accounts receivable, net | 21,447 | 20,128 |
Deferred sales commissions, current | 3,171 | 2,691 |
Prepaid expenses and other current assets | 5,211 | 6,151 |
Total Current Assets | 98,753 | 83,513 |
Property and equipment, net | 2,618 | 3,010 |
Goodwill | 47,481 | 47,481 |
Intangible assets, net | 16,655 | 20,195 |
Operating lease right-of-use assets | 4,920 | 5,483 |
Deposits and other | 371 | 664 |
Marketable securities, net of current | 0 | 42,148 |
Deferred sales commissions, net of current | 7,356 | 6,747 |
Deferred tax asset, net | 1 | 0 |
Total Assets | 178,155 | 209,241 |
Current liabilities: | ||
Accounts payable | 5,987 | 6,490 |
Accrued expenses | 12,399 | 13,855 |
Deferred revenue, current | 1,318 | 1,307 |
Term loan, current | 982 | 561 |
Operating lease liabilities, current | 1,655 | 1,946 |
Finance lease liabilities, current | 11 | 26 |
Total current liabilities | 22,352 | 24,185 |
Long term liabilities: | ||
Deferred revenue, net of current | 338 | 456 |
Term loan, net of current | 53,585 | 54,459 |
Operating lease liabilities, net of current | 3,649 | 4,046 |
Finance lease liabilities, net of current | 0 | 11 |
Deferred tax liability, net | 0 | 2 |
Warrant liability | 633 | 767 |
Other long-term liabilities | 363 | 337 |
Total liabilities | 80,920 | 84,263 |
Commitments and contingencies (Note 10 and 22) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value per share; 25,000 shares authorized and none issued and outstanding as of December 31, 2022 and 2021. | 0 | 0 |
Common stock, $0.0001 par value per share; 500,000 shares authorized and 92,729 shares issued and outstanding as of December 31, 2022; 500,000 shares authorized and 90,697 shares issued and outstanding as of December 31, 2021. | 9 | 9 |
Additional paid-in capital | 264,919 | 253,468 |
Accumulated other comprehensive loss | (2,196) | (477) |
Accumulated deficit | (165,497) | (128,022) |
Total stockholders’ equity | 97,235 | 124,978 |
Total liabilities & stockholders’ equity | $ 178,155 | $ 209,241 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 18, 2021 |
Statement of Financial Position [Abstract] | |||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Common stock, shares issued (in shares) | 92,729,127 | 90,696,977 | |
Common stock, shares outstanding (in shares) | 92,729,127 | 90,696,977 | 87,084,637 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 136,025 | $ 119,231 | $ 102,545 |
Cost of revenue | 51,058 | 60,639 | 39,476 |
Gross profit | 84,967 | 58,592 | 63,069 |
Operating expenses | |||
Sales and marketing expense | 56,160 | 62,333 | 29,023 |
General and administrative expense | 30,566 | 44,694 | 14,291 |
Research and development expense | 31,449 | 52,562 | 20,160 |
Total operating expenses | 118,175 | 159,589 | 63,474 |
Loss from operations | (33,208) | (100,997) | (405) |
Interest expense, net | 3,446 | 3,732 | 3,890 |
Change in the fair value of warrant liability | (134) | (1,242) | 0 |
Other expense (income), net | 138 | (459) | 154 |
Total other expense, net | 3,450 | 2,031 | 4,044 |
Pre-tax loss | (36,658) | (103,028) | (4,449) |
Provision for income taxes | 817 | 166 | 196 |
Net loss | (37,475) | (103,194) | (4,645) |
Comprehensive loss | |||
Net loss | (37,475) | (103,194) | (4,645) |
Other comprehensive income (loss), net of tax | |||
Foreign currency translation adjustment | (484) | (94) | 12 |
Net unrealized loss on marketable securities | (1,235) | (177) | 0 |
Total other comprehensive income (loss), net of tax | (1,719) | (271) | 12 |
Comprehensive loss | $ (39,194) | $ (103,465) | $ (4,633) |
Net loss per share | |||
Net loss per share—basic (in dollars per share) | $ (0.41) | $ (1.29) | $ (0.07) |
Net loss per share—diluted (in dollars per share) | $ (0.41) | $ (1.29) | $ (0.07) |
Weighted average shares outstanding—basic (in shares) | 92,003,000 | 79,964,000 | 66,637,000 |
Weighted average shares outstanding—diluted (in shares) | 92,003,000 | 79,964,000 | 66,637,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) shares in Thousands, $ in Thousands | Total | Previously Reported | Retroactive application of reverse recapitalization | Common Stock | Common Stock Previously Reported | Common Stock Retroactive application of reverse recapitalization | Additional Paid-in Capital | Additional Paid-in Capital Previously Reported | Additional Paid-in Capital Retroactive application of reverse recapitalization | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Previously Reported | Accumulated Deficit | Accumulated Deficit Previously Reported |
Beginning balance (in shares) at Dec. 31, 2019 | 66,637 | 1 | 66,636 | ||||||||||
Balance, beginning of period at Dec. 31, 2019 | $ 38,218 | $ 38,218 | $ 0 | $ 7 | $ 0 | $ 7 | $ 58,612 | $ 58,619 | $ (7) | $ (218) | $ (218) | $ (20,183) | $ (20,183) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Foreign currency translation adjustment | 12 | 12 | |||||||||||
Net unrealized loss on marketable securities | 0 | ||||||||||||
Stock-based compensation | 556 | 556 | |||||||||||
Net loss | (4,645) | (4,645) | |||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 66,637 | 1 | 66,636 | ||||||||||
Balance, end of period at Dec. 31, 2020 | 34,141 | 34,141 | $ 0 | $ 7 | $ 0 | $ 7 | 59,168 | 59,175 | $ (7) | (206) | (206) | (24,828) | (24,828) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Merger and PIPE financing (in shares) | 24,060 | ||||||||||||
Merger and PIPE financing | 190,397 | $ 2 | 190,395 | ||||||||||
Foreign currency translation adjustment | (94) | (94) | |||||||||||
Net unrealized loss on marketable securities | (177) | (177) | |||||||||||
Stock-based compensation | 3,905 | 3,905 | |||||||||||
Net loss | (103,194) | (103,194) | |||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 90,697 | 90,697 | |||||||||||
Balance, end of period at Dec. 31, 2021 | $ 124,978 | $ 124,978 | $ 9 | $ 9 | 253,468 | $ 253,468 | (477) | $ (477) | (128,022) | $ (128,022) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Finders Agreement Shares (in shares) | 781 | ||||||||||||
Gross issuance of shares upon vesting of stock-based awards (in shares) | 1,636 | ||||||||||||
Shares withheld to cover employees’ withholding taxes for stock-based awards (in shares) | (385) | ||||||||||||
Shares withheld to cover employees’ withholding taxes for stock-based awards | $ (791) | (791) | |||||||||||
Foreign currency translation adjustment | (484) | (484) | |||||||||||
Net unrealized loss on marketable securities | (1,235) | (1,235) | |||||||||||
Stock-based compensation | 12,242 | 12,242 | |||||||||||
Net loss | (37,475) | (37,475) | |||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 92,729 | ||||||||||||
Balance, end of period at Dec. 31, 2022 | $ 97,235 | $ 9 | $ 264,919 | $ (2,196) | $ (165,497) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net loss | $ (37,475) | $ (103,194) | $ (4,645) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 1,183 | 2,106 | 1,876 |
Amortization of identified intangible assets | 3,541 | 4,473 | 4,189 |
Amortization of deferred loan origination costs | 108 | 129 | 143 |
Amortization of deferred sales commissions | 3,166 | 2,052 | 1,259 |
Non-cash lease expense | 1,848 | 1,622 | 1,241 |
Stock-based compensation expense | 12,242 | 3,905 | 556 |
Equity incentive bonus | 0 | 32,626 | 0 |
Bad debt expense | 535 | 195 | 636 |
Loss on disposition of asset | 13 | 0 | 54 |
Deferred income tax benefit | (3) | (191) | (127) |
Loss (gain) on sale of marketable securities | 42 | (4) | 0 |
Amortization of premium paid on marketable securities | 426 | 0 | 0 |
Change in the fair value of the warrant liability | (134) | (1,242) | 0 |
Changes in assets and liabilities | |||
Accounts receivable | (1,854) | (5,810) | 1,934 |
Other assets | 1,233 | (3,293) | (2,296) |
Deferred sales commissions | (4,256) | (6,761) | (2,465) |
Accounts payable | (505) | 3,403 | 1,015 |
Accrued expenses | (1,897) | 2,199 | (1,666) |
Deferred revenue | (107) | 385 | 579 |
Operating lease liabilities | (1,949) | (1,664) | (1,281) |
Other long-term liabilities | 24 | 7 | 68 |
Net cash provided by (used in) operating activities | (23,819) | (69,057) | 1,070 |
Investing activities: | |||
Purchases of property and equipment | (931) | (1,582) | (753) |
Purchases of marketable securities | (12,862) | (50,797) | 0 |
Proceeds from sale of marketable securities | 3,451 | 1,250 | 0 |
Proceeds from maturities and principal paydowns of marketable securities | 8,901 | 0 | 0 |
Acquisition of businesses, net of cash acquired | 0 | 0 | (20) |
Proceeds from asset acquisition, net of cash paid | 0 | 1,326 | 0 |
Net cash used in investing activities | (1,441) | (49,803) | (773) |
Financing activities: | |||
Proceeds from Merger and PIPE financing, net of cash paid | 0 | 159,691 | 0 |
Repayments on loan payable | (561) | (1,816) | (1,152) |
Proceeds from drawdown on line of credit | 0 | 0 | 4,672 |
Repayments of drawdown on line of credit | 0 | (4,672) | 0 |
Debt issuance costs | 0 | (153) | 0 |
Payments of contingent consideration liability | 0 | (5,969) | 0 |
Repayments on finance lease obligations | (26) | (392) | (752) |
Payments of employees’ withholding taxes on net share settlement of share-based awards | (775) | 0 | 0 |
Proceeds from the structured payable arrangement | 1,311 | 0 | 0 |
Principal payments under the structured payable arrangement | (870) | 0 | 0 |
Net cash provided by (used in) financing activities | (921) | 146,689 | 2,768 |
Effect of foreign currency translation | (394) | (78) | (12) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (26,575) | 27,751 | 3,053 |
Cash, cash equivalents, and restricted cash beginning of period | 47,317 | 19,566 | 16,513 |
Cash, cash equivalents, and restricted cash end of period | 20,742 | 47,317 | 19,566 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 3,800 | 3,484 | 3,768 |
Income taxes paid | 402 | 292 | 241 |
Supplemental schedule of noncash investing activities: | |||
Change in unrealized loss on marketable securities | 1,235 | 177 | 0 |
Equipment and software acquired under finance lease obligations | 0 | 0 | 74 |
Additional right-of-use assets | 1,261 | 3,246 | 997 |
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents: | |||
Cash and cash equivalents | 20,742 | 47,217 | 18,098 |
Restricted cash, current | 0 | 100 | 1,368 |
Restricted cash, net of current | 0 | 0 | 100 |
Total cash, cash equivalents and restricted cash | $ 20,742 | $ 47,317 | $ 19,566 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization LiveVox Holdings, Inc. (formerly known as Crescent Acquisition Corp (“Crescent”) ), and its subsidiaries (collectively, the “Company,” “LiveVox,” “we,” “us” or “our”) is engaged in the business of developing and marketing a cloud-hosted Contact Center as a Service ( “ CCaaS”) customer engagement platform that leverages microservice technology to rapidly innovate and scale digital engagement functionality that also incorporates the capabilities of fully integrated omnichannel customer connectivity, multichannel enabled Customer Relationship Management and Workforce Optimization applications. LiveVox’s customers are located primarily in the United States. LiveVox’s services are used to initiate and manage customer contact campaigns primarily for companies in the accounts receivable management, tele-sales and customer care industries. On June 18, 202 1 (the “Closing Date” or “Closing”), Crescent, a Delaware corporation, consummated the business combination pursuant to an Agreement and Plan of Merger, dated January 13, 2021 (the “Merger Agreement”), by and among Crescent, Function Acquisition I Corp, a Delaware corporation and direct, wholly owned subsidiary of Crescent (“First Merger Sub”), Function Acquisition II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Crescent (“Second Merger Sub”), LiveVox Holdings, Inc., a Delaware corporation (“Old LiveVox”), and GGC Services Holdco, Inc., a Delaware corporation, solely in its capacity as the representative, agent and attorney-in-fact (in such capacity, the “Stockholder Representative”) of LiveVox TopCo, LLC (“ LiveVox TopCo ”), a Delaware limited liability company and the sole stockholder of Old LiveVox as of immediately prior to Closing (the “LiveVox Stockholder”) . Pursuant to the Merger Agreement, a business combination between Crescent and Old LiveVox was effected through (a) the merger of First Merger Sub with and into Old LiveVox, with Old LiveVox continuing as the surviving corporation (the “First Merger”) and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Old LiveVox with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity (the “Second Merger”, and collectively with the other transactions described in the Merger Agreement, the “Merger”). On the Closing Date, Crescent changed its name to “LiveVox Holdings, Inc.” and Second Merger Sub changed its name to “LiveVox Intermediate LLC”. See Note 3 for further discussion of the Merger. On June 22, 2021, the Company’s ticker symbols on The Nasdaq Stock Market LLC (“Nasdaq”) for its Class A common stock, warrants to purchase Class A common stock and public units were changed to “LVOX”, “LVOXW” and “LVOXU”, respectively. LiveVox, Inc. was a direct, wholly owned subsidiary of Old LiveVox prior to the Merger and is a wholly owned subsidiary of the Company after the Merger. LiveVox, Inc. was first incorporated in Delaware in 1998 under the name “Tools for Health” and in 2005 changed its name to “LiveVox, Inc.” On March 21, 2014, LiveVox, Inc. and its subsidiaries were acquired by Old LiveVox. The principal United States operations of the Company are located in San Francisco, California. The Company has four main operating subsidiaries: LiveVox Colombia SAS which is wholly owned with an office located in Medellin, Colombia, LiveVox Solutions Private Ltd with an office located in Bangalore, India, Speech IQ, LLC located in the United States, and Engage Holdings, LLC (d/b/a BusinessPhone.com) (“BusinessPhone.com”) located in the United States. Additionally, the Company has a wholly owned subsidiary, LiveVox International, Inc., that is incorporated in Delaware. The Company and LiveVox International, Inc. own 99.99% and 0.01%, respectively, of LiveVox Solutions Private Ltd. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies a) Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. All intercompany transactions and balances have been eliminated in consolidation. As a result of the Merger completed on June 18, 2021, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retroactively converted as shares reflecting the exchange ratio established in the Merger Agreement. b) Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth company (“EGC”) from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended (“Securities Act”) registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statement with another public company which is neither an EGC nor an EGC which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company will remain an EGC until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the Initial Public Offering Closing Date, (b) in which the Company has total annual gross revenue of at least $1.235 billion, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of the Company’s Class A common stock that is held by non-affiliates exceeds $700 million as of the prior fiscal year’s second fiscal quarter, and (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt during the prior three-year period. c) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial position and results of operations, requiring adjustment to these balances in future periods. Significant items subject to such estimates and assumptions include, but are not limited to, the determination of the useful lives of long-lived assets, period of benefit of deferred sales commissions, allowances for doubtful accounts, fair value of marketable securities, fair value of goodwill and long-lived assets, fair value of incentive awards, fair value of warrants, establishing standalone selling price, valuation of deferred tax assets, income tax uncertainties and other contingencies, including the Company’s ability to exercise its right to repurchase incentive options from terminated employees. d) Segment Information The Company has determined that its Chief Executive Officer (“CEO”) is its chief operating decision maker. The Company’s CEO reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single reportable segment. e) Foreign Currency Translation The financial position and results of operations of the Company’s international subsidiaries are measured using the local currency as the functional currency. Revenue and expenses have been translated into U.S. dollars at average exchange rates prevailing during the periods. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders’ equity (accumulated other comprehensive loss), unless there is a sale or complete liquidation of the underlying foreign investments, or the adjustment is inconsequential. f) Fair Value of Financial Instruments Fair value is defined as the price that would be received from the sale of an asset or the transfer of a liability in an orderly transaction between market participants at the measurement date. The Company utilizes a fair value hierarchy to classify fair value amounts of the Company’s assets and liabilities recognized or disclosed in the Company’s consolidated financial statements based on the lowest level of input that is significant to the fair value measurement. The levels of the hierarchy are described below: • Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2—Includes other inputs that are directly or indirectly observable in the marketplace. • Level 3—Unobservable inputs that are supported by little or no market activity. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions based on the best information available. The Company recognizes transfers into and out of the levels as of the end of each reporting period. Refer to Note 20 for additional information regarding the fair value measurements. g) Liquidity and Capital Resources LiveVox’s consolidated financial statements have been prepared assuming the Company will continue as a going concern for the 12-month period from the date of issuance of the consolidated financial statements, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company’s main sources of liquidity include: • Net cash proceeds of $157.6 million from the 2021 Merger and the related PIPE, net of transaction costs, which are available for general corporate purposes. S ee Note 3 for more information ; • Available-for-sale (“AFS”) debt securities, which are all classified as short-term securities to fund current operations and may be liquidated at the Company’s discretion if the need arises. The Company held marketable securities of $48.2 million and $49.4 million as of December 31, 2022 and 2021, respectively. S ee Note 5 for more information ; • The term loan and revolving credit facility that the Company entered into with PNC Bank, as amended (the “Credit Facility”), provides for a $57.6 million term loan, a $5.0 million line of credit and a $1.5 million letter of credit sub-facility. S ee Note 10 and 11 for more information. The Company’s primary use of cash is for operating and administrative activities including employee-related expenses, and general, operating and overhead expenses. Future capital requirements will depend on many factors, including the Company’s customer growth rate, customer retention, timing and extent of development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced services offerings, the continuing market acceptance of the Company’s services, effective integration of acquisition activities, if any, and maintaining the Company’s bank credit facility. Additionally, the duration and extent of the impact from the current macroeconomic and geopolitical conditions and the COVID-19 pandemic continues to depend on future developments that cannot be accurately predicted at this time, such as tight labor market, inflationary pressures, rising interest rates, volatility in foreign exchange rates, supply chain constraints, recessionary fears and the specific impact of these and other factors on LiveVox’s business, employees, customers and partners. While those factors have caused operational difficulties, and may continue to create challenges for the Company’s performance, they have not, thus far, had a substantial net impact on the Company’s liquidity position. The Company believes it has sufficient financial resources for at least the next 12 months from the date these consolidated financial statements are issued. h) Debt Discount and Issuance Costs The Company’s debt issuance costs and debt discount are recorded as a direct reduction of the carrying amount of the debt liability and are amortized to interest expense over the contractual term of the term loan. i) Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents are stated at fair value. The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. The Company limits its credit risk associated with the cash and cash equivalents by placing investments with banks it believes are highly creditworthy. The Company has exposure to credit risk to the extent cash balances exceed amounts covered by Federal deposit insurance. At December 31, 2022 and 2021, the Company had no cash equivalents. Cash consists of bank deposits. Restricted cash consists entirely of amounts held back from stockholders of the Company’s acquired businesses for indemnification of outstanding liabilities. Such amounts are retained temporarily and then remitted to the applicable stockholders, net of fees paid for indemnification of liabilities. Since restricted cash amounts represent funds held for others, there is also a corresponding liability account. As of December 31, 2022, the restricted cash was paid out and the amount of restricted cash was reduced to zero. As of December 31, 2021, the Company has identified $0.1 million as restricted cash as management’s intention is to use this cash for the specific purpose of fulfilling the obligations associated with the holdback amount from an acquisition made in 2019. j) Marketable Securities The Company invests in various marketable securities. As of December 31, 2022 and 2021, the Company designated all of these marketable securities as debt securities and classified them as AFS. No debt securities were classified as held-to-maturity (“HTM”) or trading. The Company determines the appropriate classification of marketable securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Debt securities classified as AFS are reported at fair value with unrealized gains and losses, net of income taxes, as a separate component of stockholders’ equity (accumulated other comprehensive loss) in the consolidated balance sheets until the securities are sold or are other-than-temporary impaired (“OTTI”). Debt securities are classified as current or non-current, based on maturities and the Company’s expectations of sales and redemptions in the next 12 months. Gains and losses on sales of debt securities are recorded on the trade date in other income (expense), net, in the consolidated statements of operations and comprehensive loss. The cost of debt securities sold or the amount reclassified out of accumulated other comprehensive loss into earnings is determined using the specific identification method. The Company evaluates the amortized cost of debt securities compared to their fair value to determine whether a debt security is impaired and whether an impaired debt security is OTTI at each reporting period. Factors considered in determining whether an OTTI occurs include the length of time and extent to which fair value has been less than the cost basis, credit quality of the issuer and the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. For a debt security deemed to be OTTI, the value of the debt security is reduced, the credit related component of OTTI is recorded in earnings and the noncredit related component is charged to other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Please refer to Note 5 for additional information relating to marketable securities. k) Accounts Receivable Trade accounts receivable are stated net of any write-offs and the allowance for doubtful accounts, at the amount the Company expects to collect. The Company performs ongoing credit evaluations of its customers and generally does not require collateral unless a customer has previously defaulted. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Management considers the following factors when determining the collectability of specific customer accounts: aging of the account receivable, customer creditworthiness, past transaction history with the customer, current economic and industry trends, and changes in customer payment trends. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. At December 31, 2022, 2021 and 2020, the allowance for doubtful accounts was $1.5 million, $1.3 million and $1.3 million, respectively. Accounts receivable are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Recoveries of accounts receivable previously written off are recorded as income when received. The accounts receivable recoveries during the years ended December 31, 2022, 2021 and 2020 were immaterial. The bad debt expense recorded for the years ended December 31, 2022, 2021 and 2020 was $0.5 million, $0.2 million and $0.6 million, respectively. The accounts written off for the years ended December 31, 2022, 2021 and 2020 was $0.6 million, $0.2 million and $0.3 million, respectively. l) Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs, including planned major maintenance activities, are charged to expense as incurred. When assets are retired or disposed, the asset’s original cost and related accumulated depreciation are eliminated from the accounts and any gain or loss is reflected in the consolidated statements of operations and comprehensive loss. Amortization expense on capitalized software is included in depreciation expense. Depreciation of leasehold improvements is recorded over the shorter of the estimated useful life of the leasehold improvement or lease terms that are reasonably assured. Depreciation of property and equipment is provided using the straight-line method based on the following estimated useful lives: Years Computer equipment 3 - 5 Computer software 3 Furniture and fixtures 5 - 10 Leasehold improvements 5 Website development 2 m) Identified Intangible Assets On March 21, 2014, LiveVox, Inc. and subsidiaries were acquired by LiveVox Holdings, Inc. On October 16, 2019, the Company acquired the rights to certain assets of Teckst Inc. On December 16, 2019, the Company acquired the rights to Speech IQ, LLC. On February 5, 2021, the Company completed its asset acquisition of BusinessPhone. The acquisitions resulted in identified marketing-based, technology-based, customer-based, trademark-based, and workforce-based intangible assets. The fair value of the identified assets was determined as of the date of the acquisition by management with the assistance of an independent valuation firm. The identified intangible assets are being amortized using the straight-line method based on the following estimated useful lives: Years Marketing-based 7 Technology-based 4 - 10 Customer-based 7 - 16 Trademark-based 4 Workforce-based 10 n) Goodwill Goodwill represents the excess of the purchase price of acquired business over the fair value of the underlying net tangible and intangible assets. The Company performed its annual impairment review of goodwill on October 1 of each year, and when a triggering event occurs between annual impairment tests. During the years ended December 31, 2022, 2021 and 2020, no triggering events have occurred that would require an impairment review of goodwill outside of the required annual impairment review. Refer to Note 7 for more information. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine if it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount, including goodwill, or bypass the qualitative assessment and proceed directly to the quantitative impairment test in accordance with Accounting Standards Codification (“ASC”) 350-20-35, as amended by Accounting Standards Update (“ASU”) 2017-04, to determine if the fair value of the reporting unit exceeds its carrying amount. If the fair value is determined to be less than the carrying value, an impairment charge is recorded for the amount by which the reporting unit’s carrying amount exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. No impairment charges were recorded during the years ended December 31, 2022, 2021 and 2020. o) Impairment of Long-Lived Assets Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset and long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value. No impairment loss was recognized during the years ended December 31, 2022, 2021 and 2020. p) Amounts Due to Related Parties In the ordinary course of business, the Company has a nd expects to continue to have transactions with its stockh olders and affiliates. Refer to Note 12 for more information. q) Concentration of Risk Concentration of Customer and Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. Risks associated with cash and cash equivalents and marketable securities are mitigated using what the Company considers creditworthy institutions. The Company performs ongoing credit evaluations of its customers’ financial condition. Substantially all of the Company’s assets are in the United States. As of December 31, 2022 and 2021, no single issuer represented more than 10% of the Company’s marketable securities. The Company’s customers are primarily in the receivables management, tele-sales and customer care industries. During the years ended December 31, 2022, 2021 and 2020, substantially all the Company’s revenue was generated in the United States. For the years ended December 31, 2022, 2021 and 2020, the Company did not have any customers that individually represented 10% or more of the Company’s total revenue or whose accounts receivable balance at December 31, 2022 and 2021 individually represented 10% or more of the Company’s total accounts receivable. Concentration of Supplier Risk The Company relies on third parties for telecommunication, bandwidth, and co-location services that are included in cost of revenue. As of December 31, 2022, one vendor accounted for approximately 38% of the Company’s total accounts payable. No other single vendor exceeded 10% of the Company’s accounts payable at December 31, 2022. At December 31, 2021, one vendor accounted for approximately 43% of the Company’s total accounts payable. No other single vendor exceeded 10% of the Company’s accounts payable at December 31, 2021. The Company believes there could be a material impact on future operating results should a relationship with an existing significant supplier cease. r) Revenue Recognition The Company recognizes revenue in accordance with U.S. GAAP, pursuant to ASC 606, Revenue from Contracts with Customers . The Company derives substantially all of its revenue by providing cloud-based contact center products under a usage-based model, with prices calculated on a per-call, per-seat, or, more typically, a per-minute basis and contracted minimum usage in accordance with the terms of the underlying agreements. Other immaterial ancillary revenue is derived from call recording, local caller identification packages, performance/speech analytics, text messaging services and professional services billed monthly on primarily usage-based fees and, to a lesser extent, fixed fees. Revenue is recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those services excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities based on local tax law. The Company determines revenue recognition through the following steps: a. Identification of the contract, or contracts, with a customer; b. Identification of the performance obligations in the contract; c. Determination of the transaction price; d. Allocation of the transaction price to the performance obligations in the contract; and e. Recognition of revenue when, or as, the performance obligations are satisfied. The Company enters into contracts that can include various combinations of services, each of which are distinct and accounted for as separate performance obligations. The Company’s cloud-based contact center solutions typically include a promise to provide continuous access to its hosted technology platform solutions through its data centers. Arrangements with customers do not provide the customer with the right to take possession of the Company’s software platform at any time. LiveVox’s performance obligations are satisfied over time as the customer simultaneously receives and consumes the benefits and the Company performs its services. The Company’s contract terms typically range from one The Company’s arrangements typically include monthly minimum usage commitments and specify the rate at which the customer must pay for actual usage above the monthly minimum. Additional usage in excess of contractual minimum commitments is deemed to be specific to the month that the usage occurs, since the minimum usage commitments reset at the beginning of each month. The Company has determined these arrangements meet the variable consideration allocation exception and therefore, it recognizes contractual monthly commitments and any overages as revenue in the month they are earned. The Company has service-level agreements with customers warranting defined levels of uptime reliability and performance. Customers may receive credits or refunds if the Company fails to meet such levels. If the services do not meet certain criteria, fees are subject to adjustment or refund representing a form of variable consideration. The Company records reductions to revenue for these estimated customer credits at the time the related revenue is recognized. These customer credits are estimated based on current and historical customer trends, and communications with its customers. Such customer credits have not been significant to date. For contracts with multiple performance obligations, the Company allocates the contract price to each performance obligation based on its relative standalone selling price (“SSP”). The Company generally determines SSP based on the prices charged to customers. In instances where SSP is not directly observable, such as when the Company does not sell the service separately, the SSP is determined using information that generally includes market conditions or other observable inputs. Professional services for configuration, system integration, optimization or education are billed on a fixed-price or time and material basis and are performed by the Company directly or, alternatively, customers may also choose to perform these services themselves or engage their own third-party service providers. Professional services revenue, which represents approximately 1% of revenue, is recognized over time as the services are rendered. Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized upon transfer of control. Balances consist primarily of annual or multi-year minimum usage agreements not yet provided as of the balance sheet date. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as deferred revenue, current in the consolidated balance sheets, with the remainder recorded as deferred revenue, net of current in the Company’s consolidated balance sheets. s) Costs to Obtain Customer Contracts (Deferred Sales Commissions) Sales commissions are paid for initial contracts and expansions of existing customer contracts. Sales commissions and related expenses are considered incremental and recoverable costs of acquiring customer contracts. These costs are capitalized and amortized on a straight-line basis over the anticipated period of benefit, which the Company has estimated to be five years. The Company determined the period of benefit by taking into consideration the length of the Company’s customer contracts, the customer attrition rate, the life of the technology provided and other factors. Amortization expense is recorded in sales and marketing expense within the Company’s consolidated statements of operations and comprehensive loss. Amortization expense for the years ended December 31, 2022, 2021 and 2020 was approximately $3.2 million, $2.1 million and $1.3 million, respectively. No impairment loss was recognized during the years ended December 31, 2022, 2021 and 2020. t) Advertising The Company expenses non-direct response advertising costs as they are incurred. There were no advertising costs capitalized during the years ended December 31, 2022, 2021 and 2020. For the years ended December 31, 2022, 2021 and 2020, advertising expense was approximately $2.4 million, $1.2 million and $0.6 million, respectively. Advertising expense is included under sales and marketing expense in the accompanying consolidated statements of operations and comprehensive loss. u) Research and Development Costs Research and development costs not related to the development of internal use software are charged to operations as incurred. Research and development expenses primarily include payroll and employee benefits, consulting services, travel, and software and support costs. v) Software Development Costs The Company capitalizes costs of materials, consultants, payroll, and payroll-related costs of employees incurred in developing internal-use software after certain capitalization criteria are met and includes these costs in the computer software . Refer to Note 6 for additional information. Software development costs are expensed as incurred until preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. To date, all software development costs have been charged to research and development expense in the accompanying consolidated statements of operations and comprehensive loss. There were no capitalized software development costs related to internal-use software during the years ended December 31, 2022, 2021 and 2020. w) Income Taxes Deferred Taxes The Company accounts for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences arising from the temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will be paid or refunds received, as provided for under currently enacted tax law. A valuation allowance is provided for deferred tax assets that, based on available evidence, are not expected to be realized. Enactment of the Tax Cuts and Jobs Act in 2017 subjects a U.S. shareholder to current tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. Under U.S. GAAP, an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI resulting from those items in the year of the GILTI inclusion (i.e., as a period expense). The Company has elected to recognize the tax on GILTI as a period expense in the period of inclusion. As such, no deferred taxes are recorded on the Company’s temporary differences that might reverse as GILTI in future years. Uncertain Tax Positions The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained in a court of last resort. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company does not believe its consolidated financial statements include any uncertain tax positions. It is the Company’s policy to recognize interest and penalties accrued on any unrecognized tax benefit as a component of income tax expense. x) Stock-Based Compensation The Company measures compensation expense for stock awards granted to employees and nonemployees in accordance with ASC 718, Compensation—Stock Compensation . Stock-based compensation is measured at fair value on grant date. The Company classified all stock awards as equity awards at the grant date, and reassesses the liability versus equity treatment on a quarterly basis for any changes that have occurred during the period that may result in a reclassification. Equity-classified awards are recognized as stock-based compensation expense over an employee’s requisite service period or a nonemployee’s vesting period on the basis of the grant date fair value. The Company elects to account for forfeitures as they occur, rather than making estimates of future forfeitures. Management Incentive Units During 2019, LiveVox TopCo established a Management Incentive Unit program whereby the LiveVox TopCo board of directors has the power and discretion to approve the issuance of Class B Units that represent management incentive units (“MIUs”) to any manager, director, employee, officer or consultant of the Company or its subsidiaries. On December 19, 2019, 3,518,096 Class B Units were issued to 12 recipients. Vesting begins on the date of issuance, and the MIUs vest ratably over five years with 20% of the MIUs vesting on each anniversary of a specified vesting commencement date, subject to the grantee’s continued employment with the Company on the applicable vesting date. Vesting of the MIUs will accelerate upon consummation of a “sale of the company”, which is defined by the LiveVox TopCo limited liability company agreement as (a) the sale or transfer of all or substantially all of the assets of LiveVox TopCo on a consolidated basis or (b) any direct or indirect sale or transfer of a majority of interests in LiveVox TopCo and its subsidiaries on a consolidated basis, as a result of any party other than certain affiliates of Golden Gate Capital obtaining voting power to elect the majority of LiveVox TopCo’s governing body. Since the Merger does not |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions 2022 Acquisitions The Company had no acquisition activity during the year ended December 31, 2022. 2021 Acquisitions Reverse Recapitalization Pursuant to ASC 805, Business Combinations , the merger between Old LiveVox and Crescent was accounted for as a Reverse Recapitalization, rather than a business combination, for financial accounting and reporting purposes. Accordingly, Old LiveVox was deemed the accounting acquirer (and legal acquiree) and Crescent was treated as the accounting acquiree (and legal acquirer). Under this method of accounting, the Reverse Recapitalization was treated as the equivalent of Old LiveVox issuing stock for the net assets of Crescent, accompanied by a recapitalization. The net assets of Crescent are stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the Merger are those of Old LiveVox. The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. As a result of the Merger, the Company’s stockholders received shares of Class A common stock, with an aggregate value of $666.4 million, or $10.00 per share. Additionally, the Company received net cash proceeds of $157.6 million, net of transaction costs. The following table reconciles the elements of the Merger to the consolidated statements of cash flows and the consolidated statements of stockholders’ equity for the year ended December 31, 2021 (dollars in thousands): Recapitalization Cash proceeds from Crescent Crescent’s cash in trust account $ 253,395 Crescent’s cash and cash equivalents 20 Less: redemptions (155,372) Cash proceeds from PIPE Investment (1) 75,000 Cash proceeds from Forward Purchase Agreement (2) 25,000 Less: Cash payments to escrow (2,000) Less: Cash payments to stockholder representative expense holdback (100) Less: Cash payments of direct and incremental Merger transaction costs (36,252) Net cash proceeds from Merger and PIPE financing reflected as financing cash flows 159,691 Cash payments of indirect or non-incremental Merger transaction costs (2,085) Net cash proceeds from Merger and PIPE financing reflected as operating cash flows (2,085) Net cash proceeds from Merger and PIPE financing 157,606 Merger transaction costs not impacting additional paid-in capital 2,085 Non-cash VCIP/OBIP stock bonus 32,637 Non-cash net assets assumed from Crescent 36 Non-cash offering cost associated with warrant liability (3) 41 Less: warrant liability (2,008) Net contribution from Merger and PIPE financing $ 190,397 (1) Proceeds of $75.0 million from the Company’s private placement of an aggregate of 7,500,000 shares of Class A common stock at a per share price of $10.00 (the “PIPE Investment”). (2) Proceeds of $25.0 million from the Company’s private placement of an aggregate of 2,500,000 shares of Class A common stock at a per share price of $10.00 (the “Forward Purchase Agreement”). (3) Capitalized offering costs related to Forward Purchase Warrants which have been expensed in the consolidated statements of operations and comprehensive loss. In connection with the Merger, the Company issued 74,962,092 shares of Class A common stock. Immediately following the Merger, there were 87,084,637 shares of the Company’s Class A common stock outstanding. The following table presents the number of shares of the Company’s common stock outstanding as of the Closing Date (in thousands): Number of Shares Class A common stock of Crescent, outstanding prior to Closing 24,988 Less: Redemption of Crescent Class A common stock (15,321) Class A common stock issued in PIPE Investment (1) 7,500 Class A common stock issued under Forward Purchase Agreement (2) 2,500 Shares of Crescent common stock prior to Closing 19,667 Class F common stock of Crescent converted into Class A common stock on a one-for-one basis (3) 6,250 Less: cancellation of Class F common stock of Crescent (2,925) Earn-Out Shares placed into an escrow account (4) 5,000 Recapitalization of Old LiveVox common stock into Class A common stock (5) 66,637 Shares of newly issued Class A common stock in connection with Closing 74,962 Shares of Class A common stock outstanding as of the Closing Date, including Escrowed Shares 94,629 Less: Escrowed Shares (6) (7,544) Total shares of Class A common stock outstanding as of the Closing Date, excluding Escrowed Shares 87,085 (1) See footnote (1) to the preceding table. (2) See footnote (2) to the preceding table. (3) Includes a total of 2,543,750 shares of converted Class A common stock held by the SPAC sponsor and certain independent directors (the “Lock-Up Shares”) immediately following the closing, which were placed in an escrow account to be subject to release only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021. (4) As additional consideration payable to the LiveVox Stockholder, the Company issued 5,000,000 shares of Class A common stock (the “Earn-Out Shares”) held in an escrow account to be released only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021. (5) The number of Old LiveVox shares was determined from 1,000 shares of Old LiveVox common stock outstanding immediately prior to the closing of the Merger converted at the exchange ratio of 66,637 established in the Merger. (6) 2,543,750 Lock-Up Shares and 5,000,000 Earn-Out Shares (collectively, the “Escrowed Shares”) are accounted for as equity-classified equity instruments, were included as merger consideration as part of the Reverse Recapitalization, and are recorded in additional paid-in capital. Any Escrowed Shares not released from escrow within the seven-year period beginning June 18, 2021 will be forfeited and canceled for no consideration. The Escrowed Shares are treated as equity-linked instruments as opposed to shares outstanding, and as such are not included in shares outstanding on the Company’s consolidated balance sheets. In connection with the Merger, the Company incurred direct and incremental costs related to the equity issuance of approximately $4.5 million, including $2.6 million during the year ended December 31, 2021, consisting primarily of filing, registration, listing, legal, accounting and other professional fees, which were deducted from the Company’s additional paid-in capital as a reduction of cash proceeds rather than expensed as incurred. In addition, the Company incurred $2.0 million in costs, including $1.3 million during the year ended December 31, 2021, related to accounting, investor relations and other fees. Since these costs were not incremental or directly attributable to the Merger, they were expensed as incurred and recorded to operating expenses within the Company’s consolidated statements of operations and comprehensive loss. BusinessPhone Asset Acquisition On February 5, 2021 (the “Asset Acquisition Date”), the Company entered into a Unit Purchase Agreement (the “Acquisition Agreement”) with the shareholders of BusinessPhone.com, a reseller of enterprise-grade Cloud Contact Center and Voice Over Internet Protocol (“VoIP”) telephony solutions, for the purchase of the entire share capital of BusinessPhone. The total consideration transferred is contingent upon the Company’s earnout revenue set forth in the Acquisition Agreement, up to a maximum cash consideration of $7.0 million that was due by September 2021. Before the acquisition, BusinessPhone had been owned by IQ Ventures, which sold SpeechIQ LLC to LiveVox on December 16, 2019. In connection with the acquisition of BusinessPhone, the $1.1 million holdback related to the acquisition of SpeechIQ LLC was released, net of holdback adjustments. The Company completed this acquisition primarily to obtain access to BusinessPhone’s knowledge and Unified Communications as a Service expertise. In accordance with ASC 805, Business Combinations , the Company determined that substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, which was customer relationships. Accordingly, the acquired set of assets and activities did not meet the definition of a business. As a result, the Company accounted for the acquisition of BusinessPhone as an asset acquisition as opposed to a business combination and allocated the cost of the asset acquisition, including transaction costs, to identifiable assets acquired and liabilities assumed based on a relative fair value basis. As of the Asset Acquisition Date, the total cost of the asset acquisition amounted to $7.0 million, of which $6.0 million of contingent consideration was not paid to BusinessPhone’s shareholders. The Company determined that the contingent consideration was not subject to derivative accounting. As a result, the Company allocated the excess fair value of the net assets acquired over the initial consideration transferred to the identifiable net assets (excluding non-qualifying assets) based on their relative fair values on the Asset Acquisition Date. The fair value of identifiable intangible assets acquired was based on estimates and assumptions made by management using the income, market and cost approaches. The following tables present the total cost of the asset acquisition and the allocation to the assets acquired and liabilities assumed based upon their relative fair value at the Asset Acquisition Date (dollars in thousands): Amount Cost of the asset acquisition Base purchase price $ 750 Contingent consideration 5,969 Direct transaction costs 284 Total cost of the asset acquisition $ 7,003 Amount Assets acquired Cash and cash equivalents $ 784 Restricted cash 826 Accounts receivable, net 696 Deposits and other 78 Property and equipment, net 76 Intangible assets, net: Customer relationships 5,600 Acquired workforce 380 Total assets acquired 8,440 Liabilities assumed Accounts payable 439 Accrued expenses and other 182 Short-term debt 816 Total liabilities assumed 1,437 Net identifiable assets acquired $ 7,003 The identified intangible assets acquired as part of this asset acquisition were customer relationships and acquired workforce at their allocated cost of $5.6 million and $0.4 million, respectively, with their estimated useful lives of 10 years and 10 years, respectively. The intangible assets are amortized on a straight-line basis. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Contract Balance The following table provides information about accounts receivable, net, and contract liabilities from contracts with customers. The Company did not have any contract assets as of December 31, 2022 and 2021 (dollars in thousands): December 31, 2022 December 31, 2021 Accounts receivable, net $ 21,447 $ 20,128 Contract liabilities, current (deferred revenue) 1,318 1,307 Contract liabilities, non-current (deferred revenue) 338 456 Changes in the contract liabilities balances are as follows (dollars in thousands): December 31, 2022 December 31, 2021 $ Change Contract liabilities (deferred revenue) $ 1,656 $ 1,763 $ (107) The decrease in deferred revenue was due to billings in advance of performance obligations being satisfied, net of revenue recognized for services rendered during the period. Revenue of $1.5 million was recognized during the year ended December 31, 2022 which was included in the deferred revenue balance at the beginning of the period, and revenue of $1.2 million was recognized during the year ended December 31, 2021 which was included in the deferred revenue balance at the beginning of the period. Remaining Performance Obligations one |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities As of December 31, 2022 and 2021, the Company designated all marketable securities as debt securities and classified them as AFS. There were no transfers of debt securities among AFS, HTM and trading categories during the years ended December 31, 2022 and 2021. The following table presents the amortized cost, gross unrealized gains and losses, and fair value of the Company’s debt securities at December 31, 2022 aggregated by major security type (dollars in thousands): Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value U.S. corporate securities $ 40,186 $ 4 $ (1,112) $ 39,078 U.S. government securities 1,479 — (2) 1,477 Asset-backed securities 7,181 8 (277) 6,912 Other debt securities 747 — (32) 715 Total available for sale securities 49,593 12 (1,423) 48,182 Total debt securities $ 49,593 $ 12 $ (1,423) $ 48,182 The following table presents the amortized cost, gross unrealized gains and losses, and fair value of the Company’s debt securities at December 31, 2021 aggregated by major security type (dollars in thousands): Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value U.S. corporate securities $ 39,370 $ 5 $ (154) $ 39,221 U.S. government securities 2,997 — (1) 2,996 Asset-backed securities 6,439 1 (22) 6,418 Other debt securities 745 — (6) 739 Total available for sale securities 49,551 6 (183) 49,374 Total debt securities $ 49,551 $ 6 $ (183) $ 49,374 The following table presents the amortized cost and fair value of the Company’s debt securities by contractual maturities at December 31, 2022 (dollars in thousands): As of December 31, 2022 Amortized Cost Fair Value Due in one year or less $ 19,064 $ 18,715 Due after one year through five years 30,529 29,467 Total available for sale securities 49,593 48,182 Total debt securities $ 49,593 $ 48,182 Refer to Note 20 for additional information regarding the fair value measurements of the Company’s marketable securities. Proceeds from sales of debt securities and the associated gains and losses realized in earnings during the years ended December 31, 2022, 2021 and 2020 are listed below (dollars in thousands): Years Ended December 31, 2022 2021 2020 Available for sale debt securities: Proceeds from sales of debt securities $ 3,451 $ 1,250 $ — Gross realized gains $ — $ 4 $ — Gross realized losses (42) — — Net realized losses $ (42) $ 4 $ — The Company has reviewed 83 individual debt securities in unrealized loss positions at December 31, 2022 to determine whether a decline in fair value below the amortized cost is other than temporary. The Company does not intend to sell these debt securities and it is not more likely than not that the Company will be required to sell these debt securities before recovery of their amortized cost bases. The Company then assessed whether the entire amortized cost bases of these debt securities will be recovered. As the present value of future cash flows discounted using the effective interest rate at the date these debt securities were acquired was equal to or greater than the amortized cost basis of these debt securities, the Company did not consider any debt securities to be impaired at December 31, 2022. The following table presents the fair value and unrealized losses of the Company’s debt securities that are in unrealized loss positions and for which an OTTI has not been recognized in earnings at December 31, 2022 (dollars in thousands): In Unrealized Loss Position For In Unrealized Loss Position For Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss U.S. corporate securities $ 23,625 $ (464) $ 15,453 $ (648) U.S. government securities 995 (2) 482 — Asset-backed securities 1,034 (13) 5,878 (264) Other debt securities — — 715 (32) Total available for sale securities 25,654 (479) 22,528 (944) Total debt securities $ 25,654 $ (479) $ 22,528 $ (944) At December 31, 2021, the Company has determined that the unrealized losses were temporary in nature and did not consider any debt securities to be OTTI. The following table presents the fair value and unrealized losses of the Company’s debt securities that are in an unrealized loss position and for which an OTTI has not been recognized in earnings at December 31, 2021 (dollars in thousands): In Unrealized Loss Position For In Unrealized Loss Position For Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss U.S. corporate securities $ 35,961 $ (154) $ — $ — U.S. government securities 2,996 (1) — — Asset-backed securities 4,938 (22) — — Other debt securities 739 (6) — — Total available for sale securities 44,634 (183) — — Total debt securities $ 44,634 $ (183) $ — $ — |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following at December 31, 2022 and 2021 (dollars in thousands): December 31, 2022 December 31, 2021 Computer software $ 426 $ 1,253 Computer equipment 3,408 9,063 Furniture and fixtures 1,736 1,181 Leasehold improvements 1,525 1,478 Total 7,095 12,975 Less: accumulated depreciation and amortization (4,477) (9,965) Property and equipment, net $ 2,618 $ 3,010 As of December 31, 2022, the Company disposed of fully depreciated property and equipment in the amount of approximately $8.3 million, which resulted in a reduction in the gross book value of property and equipment but did not affect the net book value as the disposed property and equipment had previously been fully depreciated. |
Goodwill and Identified Intangi
Goodwill and Identified Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Identified Intangible Assets | Goodwill and Identified Intangible Assets Goodwill Goodwill was recorded as a result of the acquisition of the Company in 2014 by funds affiliated with Golden Gate Capital and the acquisitions made by the Company in 2019 of Teckst Inc. and SpeechIQ LLC. During the fourth quarter of 2022, the Company completed its annual goodwill impairment test. The Company elected to bypass the qualitative assessment and proceed directly to the quantitative impairment test. Based on its quantitative impairment test, the Company’s management concluded that the fair value of the reporting unit was not less than its carrying amount as of October 1, 2022. As such, no impairment charge was recognized. Subsequent to the 2022 annual impairment test, the Company believes there have been no significant events or circumstances negatively affecting the valuation of goodwill. For the years ended December 31, 2022, 2021 and 2020, there was no impairment to the carrying value of the Company’s goodwill. There were no changes in the carrying amount of goodwill during the years ended December 31, 2022 and 2021. Identified Intangible Assets Intangible assets were acquired in connection with the acquisition of the Company in March 2014 by Golden Gate Capital, and the Company’s acquisition of Teckst Inc., SpeechIQ LLC and BusinessPhone in October 2019, December 2019, and February 2021, respectively. Amortization expense related to the Company’s identified intangible assets was $3.5 million, $4.5 million and $4.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. On the face of the consolidated statements of operations and comprehensive loss the amortization of technology-based intangible assets is included within cost of revenue, the amortization of marketing-based and customer-based intangible assets are included within sales and marketing expense, and the amortization of the acquired workforce is included within cost of revenue and research and development expense. Identified intangible assets consisted of the following at December 31, 2022 (dollars in thousands): Cost Accumulated Carrying Weighted Average Marketing-based $ 1,400 $ (1,328) $ 72 0.96 Technology-based 18,300 (17,082) 1,218 1.25 Customer-based 27,700 (12,581) 15,119 7.38 Workforce-based 380 (134) 246 6.48 $ 47,780 $ (31,125) $ 16,655 Identified intangible assets consisted of the following at December 31, 2021 (dollars in thousands): Cost Accumulated Carrying Weighted Average Marketing-based $ 1,400 $ (1,253) $ 147 1.96 Technology-based 18,300 (15,791) 2,509 2.01 Customer-based 27,700 (10,506) 17,194 8.37 Workforce-based 380 (35) 345 9.10 $ 47,780 $ (27,585) $ 20,195 Future amortization of identified intangible assets at December 31, 2022 is shown below (dollars in thousands): As of December 31, 2022 Amount 2023 $ 3,182 2024 2,321 2025 2,106 2026 2,088 2027 and beyond 6,958 Total future identified intangible asset amortization $ 16,655 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following at December 31, 2022 and 2021 (dollars in thousands): December 31, 2022 December 31, 2021 Accrued bonuses $ 4,078 $ 3,580 Accrued paid time off 2,743 2,802 Accrued commissions 1,726 2,748 Principal and interest payable under the structured payable arrangement (1) 444 — Other accrued expenses 3,408 4,725 Total accrued expenses $ 12,399 $ 13,855 (1) In July 2022, the Company entered into a financing arrangement with a third-party intermediary to establish a structured payable arrangement related to the Company’s commercial insurance policy on directors and officers. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company accounts for operating leases and finance leases in accordance with U.S. GAAP, pursuant to ASC 842, Leases . The Company has leases for offices, data centers and other computer and networking equipment that expire at various dates through 2027. The Company’s leases have remaining terms of one The components of lease expenses were as follows (dollars in thousands): Years Ended December 31, 2022 2021 2020 Operating lease cost $ 2,168 $ 2,059 $ 1,515 Finance lease cost: Amortization of right-of-use assets $ 15 $ 462 $ 534 Interest on lease liabilities 2 16 59 Total finance lease cost $ 17 $ 478 $ 593 Supplemental cash flow information related to leases was as follows (dollars in thousands): Years Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used in operating leases $ 2,351 $ 2,104 $ 1,608 Financing cash used in finance leases 28 408 810 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,261 $ 3,246 $ 997 Finance leases — — 74 Supplemental balance sheet information related to leases was as follows (dollars in thousands): December 31, December 31, Operating Leases Operating lease right-of-use assets $ 4,920 $ 5,483 Operating lease liabilities: Operating lease liabilities—current $ 1,655 $ 1,946 Operating lease liabilities—less current portion 3,649 4,046 Total operating lease liabilities $ 5,304 $ 5,992 Finance Leases Property and equipment, gross $ 74 $ 2,182 Less: accumulated depreciation and amortization (35) (1,621) Property and equipment, net $ 39 $ 561 Finance lease liabilities: Finance lease liabilities—current $ 11 $ 26 Finance lease liabilities—less current portion — 11 Total finance lease liabilities $ 11 $ 37 Weighted average remaining terms were as follows: December 31, December 31, Weighted average remaining lease term Operating Leases 3.77 years 3.58 years Finance Leases 0.42 years 1.67 years Weighted average discount rates were as follows: December 31, December 31, Weighted average discount rate Operating Leases 8.9 % 8.1 % Finance Leases 7.5 % 7.5 % Maturities of lease liabilities were as follows (dollars in thousands): As of December 31, 2022 Operating Finance 2023 $ 1,904 $ 11 2024 1,201 — 2025 1,038 — 2026 996 — 2027 and beyond 508 — Total lease payments 5,647 11 Less: imputed interest (343) — Total $ 5,304 $ 11 |
Leases | Leases The Company accounts for operating leases and finance leases in accordance with U.S. GAAP, pursuant to ASC 842, Leases . The Company has leases for offices, data centers and other computer and networking equipment that expire at various dates through 2027. The Company’s leases have remaining terms of one The components of lease expenses were as follows (dollars in thousands): Years Ended December 31, 2022 2021 2020 Operating lease cost $ 2,168 $ 2,059 $ 1,515 Finance lease cost: Amortization of right-of-use assets $ 15 $ 462 $ 534 Interest on lease liabilities 2 16 59 Total finance lease cost $ 17 $ 478 $ 593 Supplemental cash flow information related to leases was as follows (dollars in thousands): Years Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used in operating leases $ 2,351 $ 2,104 $ 1,608 Financing cash used in finance leases 28 408 810 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,261 $ 3,246 $ 997 Finance leases — — 74 Supplemental balance sheet information related to leases was as follows (dollars in thousands): December 31, December 31, Operating Leases Operating lease right-of-use assets $ 4,920 $ 5,483 Operating lease liabilities: Operating lease liabilities—current $ 1,655 $ 1,946 Operating lease liabilities—less current portion 3,649 4,046 Total operating lease liabilities $ 5,304 $ 5,992 Finance Leases Property and equipment, gross $ 74 $ 2,182 Less: accumulated depreciation and amortization (35) (1,621) Property and equipment, net $ 39 $ 561 Finance lease liabilities: Finance lease liabilities—current $ 11 $ 26 Finance lease liabilities—less current portion — 11 Total finance lease liabilities $ 11 $ 37 Weighted average remaining terms were as follows: December 31, December 31, Weighted average remaining lease term Operating Leases 3.77 years 3.58 years Finance Leases 0.42 years 1.67 years Weighted average discount rates were as follows: December 31, December 31, Weighted average discount rate Operating Leases 8.9 % 8.1 % Finance Leases 7.5 % 7.5 % Maturities of lease liabilities were as follows (dollars in thousands): As of December 31, 2022 Operating Finance 2023 $ 1,904 $ 11 2024 1,201 — 2025 1,038 — 2026 996 — 2027 and beyond 508 — Total lease payments 5,647 11 Less: imputed interest (343) — Total $ 5,304 $ 11 |
Borrowings Under Term Loan and
Borrowings Under Term Loan and Line of Credit | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Borrowings Under Term Loan and Line of Credit | Borrowings Under Term Loan and Line of Credit At December 31, 2022 and 2021, term loan borrowings were as follows (dollars in thousands): December 31, 2022 December 31, 2021 Total term loan obligations $ 54,567 $ 55,020 Less: current portion of term loan (982) (561) Long-term term loan obligations $ 53,585 $ 54,459 The Company entered into a term loan and revolving credit facility with PNC Bank on November 7, 2016 (as amended, the “Credit Facility”), which has been amended several times, more recently as of August 2, 2021. The Credit Facility provides for a $57.6 million term loan, a $5.0 million line of credit and a $1.5 million letter of credit sub-facility. The Credit Facility is collateralized by a first-priority perfected security interest in substantially all the assets of the Company and is subject to certain financial covenants before and after a covenant conversion date. Covenant conversion may be elected early by the Company if certain criteria are met, including, but not limited to meeting fixed charge coverage and liquidity ratio targets as of the most recent twelve-month period. Prior to the covenant conversion date, the Company is required to maintain minimum levels of liquidity and recurring revenue. As of the covenant conversion date, the Company is required to maintain the Fixed Charge Coverage Ratio and Leverage Ratio (each as defined in the Credit Facility) measured on a quarter-end basis for the four-quarter period ending on each such date through the end of the agreement. The Company may elect that the term and revolving loans bear interest under a base rate or a LIBOR rate definition within the Credit Facility. LIBOR interest elections are for one, two or three-month periods. Loans are termed as either a Base Rate loan or LIBOR Rate loan and can be a combination of both. The Company elected a LIBOR rate at December 31, 2022. The latest amendment to the Credit Facility on August 2, 2021 extended the maturity date of the term loan to December 31, 2025. The amendment also reset the minimum recurring revenue covenant amounts through December 31, 2025 and extended the quarterly measurement dates through September 30, 2025. Additionally, the amendment removed the mandatory covenant commencement date of the Fixed Charge Coverage Ratio and Leverage Ratio and the applicable ratio amounts. Under the Credit Facility, principal on the term loan is to be repaid in quarterly installments of $0.1 million beginning on September 30, 2021 through March 31, 2023, $0.3 million on June 30, 2023 through March 31, 2024, and $0.5 million on June 30, 2024 through March 31, 2025, and $0.7 million on each quarter thereafter. All other terms and conditions of the original Credit Facility remain in effect. Term loan repayments made by the Company totaled $0.6 million, $1.0 million and $1.2 million during the years ended December 31, 2022, 2021 and 2020, respectively. The Company accounts for previously deferred original issue discount and loan fees in the amount of $0.3 million related to the original Credit Facility dated November 7, 2016, first amendment to the Credit Facility dated February 28, 2018, and third amendment to Credit Facility dated December 16, 2019, and the additional original issue discount in the amount of $0.2 million related to the seventh amendment to Credit Facility dated August 2, 2021 by amortizing and recording to interest expense over the remaining term of the amended Credit Facility using the effective interest method. Third party loan fees totaling $0.1 million associated with the $13.9 million increase of the term loan related to the third amendment to Credit Facility are expensed upon close of the loan. Total unamortized loan costs associated with the term loan totaled $0.3 million and $0.4 million at December 31, 2022 and 2021, respectively and are recorded within term loan, net of current. The Company was in compliance with all debt covenants at December 31, 2022 and 2021 and was in compliance with all debt covenants as of the date of issuance of these consolidated financial statements. There was no unused borrowing capacity under the term loan portion of the Credit Facility at December 31, 2022 and 2021. There were no amounts outstanding under the revolving portion of the Credit Facility as of December 31, 2022 and 2021. Aggregate principal maturities of the term loan as of December 31, 2022 was as follows (dollars in thousands): As of December 31, 2022 Amount to Mature 2023 $ 982 2024 1,753 2025 52,158 Total $ 54,893 The net carrying amount of the liability component of the term loan was as follows (dollars in thousands): December 31, 2022 December 31, 2021 Principal $ 54,893 $ 55,454 Less: Unamortized issuance costs (326) (434) Net carrying amount $ 54,567 $ 55,020 On November 8, 2016, the Company established an irrevocable standby letter of credit using a sub-facility under the Credit Facility, to serve as a security deposit for the Company’s San Francisco office. The letter of credit automatically extends for one-year periods from the original expiration date, September 10, 2017, unless written notice is presented to the beneficiary at least 60 days prior to the current expiration date. The irrevocable standby letter of credit has been amended several times, and the latest amendment on July 20, 2022 decreased the total amount to $0.2 million. All other terms and conditions remained unchanged. On February 11, 2022, the Company established another irrevocable standby letter of credit in the amount of $0.3 million using a sub-facility under the Credit Facility, to serve as a guarantee in connection with the buildout of the office that LiveVox Colombia SAS leases in Medellin, Colombia. The standby letter of credit expires one year from the issuance date. |
Letters of Credit
Letters of Credit | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Letters of Credit | Borrowings Under Term Loan and Line of Credit At December 31, 2022 and 2021, term loan borrowings were as follows (dollars in thousands): December 31, 2022 December 31, 2021 Total term loan obligations $ 54,567 $ 55,020 Less: current portion of term loan (982) (561) Long-term term loan obligations $ 53,585 $ 54,459 The Company entered into a term loan and revolving credit facility with PNC Bank on November 7, 2016 (as amended, the “Credit Facility”), which has been amended several times, more recently as of August 2, 2021. The Credit Facility provides for a $57.6 million term loan, a $5.0 million line of credit and a $1.5 million letter of credit sub-facility. The Credit Facility is collateralized by a first-priority perfected security interest in substantially all the assets of the Company and is subject to certain financial covenants before and after a covenant conversion date. Covenant conversion may be elected early by the Company if certain criteria are met, including, but not limited to meeting fixed charge coverage and liquidity ratio targets as of the most recent twelve-month period. Prior to the covenant conversion date, the Company is required to maintain minimum levels of liquidity and recurring revenue. As of the covenant conversion date, the Company is required to maintain the Fixed Charge Coverage Ratio and Leverage Ratio (each as defined in the Credit Facility) measured on a quarter-end basis for the four-quarter period ending on each such date through the end of the agreement. The Company may elect that the term and revolving loans bear interest under a base rate or a LIBOR rate definition within the Credit Facility. LIBOR interest elections are for one, two or three-month periods. Loans are termed as either a Base Rate loan or LIBOR Rate loan and can be a combination of both. The Company elected a LIBOR rate at December 31, 2022. The latest amendment to the Credit Facility on August 2, 2021 extended the maturity date of the term loan to December 31, 2025. The amendment also reset the minimum recurring revenue covenant amounts through December 31, 2025 and extended the quarterly measurement dates through September 30, 2025. Additionally, the amendment removed the mandatory covenant commencement date of the Fixed Charge Coverage Ratio and Leverage Ratio and the applicable ratio amounts. Under the Credit Facility, principal on the term loan is to be repaid in quarterly installments of $0.1 million beginning on September 30, 2021 through March 31, 2023, $0.3 million on June 30, 2023 through March 31, 2024, and $0.5 million on June 30, 2024 through March 31, 2025, and $0.7 million on each quarter thereafter. All other terms and conditions of the original Credit Facility remain in effect. Term loan repayments made by the Company totaled $0.6 million, $1.0 million and $1.2 million during the years ended December 31, 2022, 2021 and 2020, respectively. The Company accounts for previously deferred original issue discount and loan fees in the amount of $0.3 million related to the original Credit Facility dated November 7, 2016, first amendment to the Credit Facility dated February 28, 2018, and third amendment to Credit Facility dated December 16, 2019, and the additional original issue discount in the amount of $0.2 million related to the seventh amendment to Credit Facility dated August 2, 2021 by amortizing and recording to interest expense over the remaining term of the amended Credit Facility using the effective interest method. Third party loan fees totaling $0.1 million associated with the $13.9 million increase of the term loan related to the third amendment to Credit Facility are expensed upon close of the loan. Total unamortized loan costs associated with the term loan totaled $0.3 million and $0.4 million at December 31, 2022 and 2021, respectively and are recorded within term loan, net of current. The Company was in compliance with all debt covenants at December 31, 2022 and 2021 and was in compliance with all debt covenants as of the date of issuance of these consolidated financial statements. There was no unused borrowing capacity under the term loan portion of the Credit Facility at December 31, 2022 and 2021. There were no amounts outstanding under the revolving portion of the Credit Facility as of December 31, 2022 and 2021. Aggregate principal maturities of the term loan as of December 31, 2022 was as follows (dollars in thousands): As of December 31, 2022 Amount to Mature 2023 $ 982 2024 1,753 2025 52,158 Total $ 54,893 The net carrying amount of the liability component of the term loan was as follows (dollars in thousands): December 31, 2022 December 31, 2021 Principal $ 54,893 $ 55,454 Less: Unamortized issuance costs (326) (434) Net carrying amount $ 54,567 $ 55,020 On November 8, 2016, the Company established an irrevocable standby letter of credit using a sub-facility under the Credit Facility, to serve as a security deposit for the Company’s San Francisco office. The letter of credit automatically extends for one-year periods from the original expiration date, September 10, 2017, unless written notice is presented to the beneficiary at least 60 days prior to the current expiration date. The irrevocable standby letter of credit has been amended several times, and the latest amendment on July 20, 2022 decreased the total amount to $0.2 million. All other terms and conditions remained unchanged. On February 11, 2022, the Company established another irrevocable standby letter of credit in the amount of $0.3 million using a sub-facility under the Credit Facility, to serve as a guarantee in connection with the buildout of the office that LiveVox Colombia SAS leases in Medellin, Colombia. The standby letter of credit expires one year from the issuance date. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company pays monthly board of director fees plus reimbursement of expenses incurred on behalf of the Company to members of the Company’s board of directors. During the year ended December 31, 2022, board of director fees totaled $0.8 million and expense reimbursements were immaterial. The Company also granted RSUs to directors on August 18, 2021 and August 5, 2022 under the 2021 Plan. During the year ended December 31, 2022, stock-based compensation expense relating to the RSU awards to the board of directors totaled $1.2 million. As of December 31, 2022, the unpaid balance of board of director fees due to related parties was immaterial. During the year ended December 31, 2021, board of director fees totaled $0.6 million, expense reimbursements were immaterial, and stock-based compensation expense relating to the RSU awards to the board of directors totaled $0.2 million. In connection with the Merger consummated on June 18, 2021, the VCIP awards granted to the board of directors were liquidated, which resulted in $4.1 million expenses related to the board of directors during the year ended December 31, 2021. As of December 31, 2021, the unpaid balance of board of director fees due to related parties was immaterial. During the year ended December 31, 2020, board of director fees totaled $0.5 million and there were no expense reimbursements or expenses relating to the VCIP awards granted to the board of directors. As of December 31, 2020, there was no unpaid balance of board of director fees due to related parties. Prior to the closing of the Merger on June 18, 2021, Old LiveVox paid quarterly management fees plus reimbursement of expenses incurred on behalf of Old LiveVox to funds affiliated with Golden Gate Capital, its majority shareholder pre-Merger. The payment of management fees and reimbursement of expenses to funds affiliated with Golden Gate Capital has been discontinued since the Merger. During the year ended December 31, 2022, there were no management fees or expense reimbursements. During the year ended December 31, 2021, management fees and expense reimbursements were immaterial. During the year ended December 31, 2020, management fees totaled $0.5 million and there were no expense reimbursements. There were no unpaid balance of management fees as of December 31, 2022, 2021 and 2020. There were no related party accounts receivable as of December 31, 2022, 2021 and 2020. |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stock Warrants | Stock Warrants Public and Forward Purchase Warrants Immediately following the Merger, LiveVox assumed 833,333 Forward Purchase Warrants and 12,499,995 Public Warrants that had been previously issued by Crescent. Each whole Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The Company may redeem the outstanding Public Warrants, in whole and not in part, upon a minimum of 30 days’ prior written notice of redemption (“Redemption Period”). For purposes of the redemption, “Redemption Price” shall mean the last reported sales price of the Company’s common stock for any twenty trading days within the thirty The Forward Purchase Warrants and the shares of Class A common stock issuable upon the exercise of the Forward Purchase Warrants are transferable, assignable and salable, subject to certain limited exceptions. Additionally, the Forward Purchase Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Forward Purchase Warrants are held by someone other than the initial purchasers or their permitted transferees then such Warrants will be redeemable by the Company and exercisable by the warrant holders on the same basis as the Public Warrants. As of December 31, 2022, there were 13,333,328 Warrants outstanding, and no Warrants have been exercised. Common Stock On June 22, 2021, the Company’s Class A common stock, publicly traded warrants and publicly traded units began trading on Nasdaq under the ticker symbols “LVOX”, “LVOXW” and “LVOXU,” respectively. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2022, the Company had 92,729,127 shares of Class A common stock issued and outstanding (100,272,877 shares of common stock, less 7,543,750 of which are held in an escrow account to be released only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021 (the “Escrowed Shares”)). As of December 31, 2021, 500,000,000 shares of Class A common stock were authorized, and 90,696,977 shares were issued and outstanding (98,240,727 shares of common stock, less 7,543,750 Escrowed Shares). On July 19, 2022, pursuant to Finders Agreement made and entered into as of January 13, 2021, by and among the Company and Neuberger Berman BD LLC (“Neuberger”), the Company issued 781,250 shares of Class A common stock to Neuberger as consideration for the performance by Neuberger of its obligations under the Finders Agreement. The accumulated other comprehensive loss and accumulated deficit are included in stockholders’ equity. At December 31, 2022 and 2021, the accumulated other comprehensive loss totaled $2.2 million and $0.5 million, respectively. The Company’s accumulated deficit totaled $165.5 million and $128.0 million at December 31, 2022 and 2021, respectively. Preferred Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 25,000,000 shares of preferred stock having a par value of $0.0001 per share. As of December 31, 2022, no shares of LiveVox preferred stock were issued and outstanding. As of December 31, 2021, 25,000,000 shares of preferred stock were authorized, and no shares of preferred stock were issued and outstanding. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stock Warrants Public and Forward Purchase Warrants Immediately following the Merger, LiveVox assumed 833,333 Forward Purchase Warrants and 12,499,995 Public Warrants that had been previously issued by Crescent. Each whole Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The Company may redeem the outstanding Public Warrants, in whole and not in part, upon a minimum of 30 days’ prior written notice of redemption (“Redemption Period”). For purposes of the redemption, “Redemption Price” shall mean the last reported sales price of the Company’s common stock for any twenty trading days within the thirty The Forward Purchase Warrants and the shares of Class A common stock issuable upon the exercise of the Forward Purchase Warrants are transferable, assignable and salable, subject to certain limited exceptions. Additionally, the Forward Purchase Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Forward Purchase Warrants are held by someone other than the initial purchasers or their permitted transferees then such Warrants will be redeemable by the Company and exercisable by the warrant holders on the same basis as the Public Warrants. As of December 31, 2022, there were 13,333,328 Warrants outstanding, and no Warrants have been exercised. Common Stock On June 22, 2021, the Company’s Class A common stock, publicly traded warrants and publicly traded units began trading on Nasdaq under the ticker symbols “LVOX”, “LVOXW” and “LVOXU,” respectively. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2022, the Company had 92,729,127 shares of Class A common stock issued and outstanding (100,272,877 shares of common stock, less 7,543,750 of which are held in an escrow account to be released only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021 (the “Escrowed Shares”)). As of December 31, 2021, 500,000,000 shares of Class A common stock were authorized, and 90,696,977 shares were issued and outstanding (98,240,727 shares of common stock, less 7,543,750 Escrowed Shares). On July 19, 2022, pursuant to Finders Agreement made and entered into as of January 13, 2021, by and among the Company and Neuberger Berman BD LLC (“Neuberger”), the Company issued 781,250 shares of Class A common stock to Neuberger as consideration for the performance by Neuberger of its obligations under the Finders Agreement. The accumulated other comprehensive loss and accumulated deficit are included in stockholders’ equity. At December 31, 2022 and 2021, the accumulated other comprehensive loss totaled $2.2 million and $0.5 million, respectively. The Company’s accumulated deficit totaled $165.5 million and $128.0 million at December 31, 2022 and 2021, respectively. Preferred Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 25,000,000 shares of preferred stock having a par value of $0.0001 per share. As of December 31, 2022, no shares of LiveVox preferred stock were issued and outstanding. As of December 31, 2021, 25,000,000 shares of preferred stock were authorized, and no shares of preferred stock were issued and outstanding. |
Analysis of the Changes in Accu
Analysis of the Changes in Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Analysis of the Changes in Accumulated Other Comprehensive Income (Loss) | Analysis of the Changes in Accumulated Other Comprehensive Income (Loss)Accumulated other comprehensive income (loss) in the Company’s consolidated balance sheets includes foreign currency translation items associated with the Company’s foreign operations, and unrealized gain or loss on the Company’s marketable securities available for sale. Following is an analysis of the changes in accumulated other comprehensive loss, net of applicable taxes, at December 31, 2022 and 2021 (dollars in thousands): December 31, 2021 Foreign currency translation adjustment Net unrealized loss on marketable securities Total accumulated other comprehensive loss Balance, beginning of period $ (206) $ — $ (206) Other comprehensive loss (94) (177) (271) Balance, end of period $ (300) $ (177) $ (477) December 31, 2022 Foreign currency translation adjustment Net unrealized loss on marketable securities Total accumulated other comprehensive loss Balance, beginning of period $ (300) $ (177) $ (477) Other comprehensive loss (484) (1,235) (1,719) Balance, end of period $ (784) $ (1,412) $ (2,196) Components of other comprehensive income (loss) and related taxes for the years ended December 31, 2022, 2021 and 2020 are as follows (dollars in thousands): Years Ended December 31, 2022 2021 2020 Before tax Tax effect Net of tax Before tax Tax effect Net of tax Before tax Tax effect Net of tax Foreign currency translation adjustment $ (473) $ 11 $ (484) $ (94) $ — $ (94) $ 11 $ (1) $ 12 Net unrealized loss on marketable securities (1,208) 27 (1,235) (177) — (177) — — — Total other comprehensive income (loss) $ (1,681) $ 38 $ (1,719) $ (271) $ — $ (271) $ 11 $ (1) $ 12 The amount of net realized loss on sale of marketable securities that has been previously included as net unrealized loss in other comprehensive income (loss) and then reclassified out of other comprehensive income (loss) into earnings during the year ended December 31, 2022 is immaterial. There was no reclassification during the years ended December 31, 2021 and 2020. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Management Incentive Units As of December 31, 2022, all MIUs are classified as equity. As discussed in Note 2(x), stock-based compensation expense for MIUs is measured based on the grant date fair value of the award estimated by using a Monte Carlo simulation. Assumptions used in the Monte Carlo simulation are holding period, expected share price volatility, discount for lack of marketability, and risk-free interest rate. The holding period is the expected period until a major liquidity event is expected to occur. The expected volatility assumption is based on the historical volatility of a peer group of publicly traded companies. The discount for lack of marketability is driven by (a) the assumed participation threshold as outlined in the agreements governing the MIUs and (b) the assumed holding period of two years. The risk-free rate for the expected term of the awards is based on U.S. Treasury zero-coupon issues at the time of grant. There were no new MIUs granted during the years ended December 31, 2022, 2021 and 2020. MIU activities for the years ended December 31, 2022, 2021 and 2020 are summarized as follows (in thousands, except for per share data): Number of Shares Weighted-average Grant Date Fair Value (per share) Weighted-average Remaining Contractual Term (1) Outstanding at December 31, 2019 3,518 $ 0.79 Granted — — Vested — — Forfeited — — Outstanding at December 31, 2020 3,518 $ 0.79 Granted — — Vested (704) 0.79 Forfeited — — Outstanding at December 31, 2021 2,814 $ 0.79 Granted — — Vested (739) 0.79 Forfeited (179) 0.79 Outstanding at December 31, 2022 1,896 $ 0.79 1.00 year (1) The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding by the end of the reporting period. 2021 Equity Incentive Plan Restricted Stock Units As of December 31, 2022, all RSUs granted to employees and nonemployees are classified as equity. Employee RSU activities for the years ended December 31, 2022, 2021 and 2020 are summarized as follows (in thousands, except for per share data): Equity-classified RSUs - employee (1) Number of Shares Weighted-average Grant Date Fair Value (per share) Weighted-average Remaining Contractual Term (2) Outstanding at December 31, 2019 — $ — Granted — — Vested — — Forfeited — — Outstanding at December 31, 2020 — $ — Granted 5,072 6.44 Vested — — Forfeited (110) 6.33 Outstanding at December 31, 2021 4,962 $ 6.44 Granted 5,476 2.69 Vested (1,629) 6.43 Forfeited (699) 5.44 Outstanding at December 31, 2022 8,110 $ 4.00 1.53 years (1) Represents awards granted to employees, executives and directors of the Company. (2) The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding by the end of the reporting period. The aggregate fair value of employee RSUs outstanding as of December 31, 2022, based on the fair value at the reporting period end, was $24.1 million. The aggregate fair value of employee RSUs vested during the year ended December 31, 2022, based on the fair value on the vest date, was $3.2 million. Nonemployee RSU activities for the years ended December 31, 2022, 2021 and 2020 are summarized as follows (in thousands, except for per share data): Equity-classified RSUs - nonemployee (1) Number of Shares Weighted-average Grant Date Fair Value (per share) Weighted-average Remaining Contractual Term (2) Outstanding at December 31, 2019 — $ — Granted — — Vested — — Forfeited — — Outstanding at December 31, 2020 — $ — Granted 20 6.51 Vested — — Forfeited — — Outstanding at December 31, 2021 20 $ 6.51 Granted 17 2.42 Vested (7) 6.30 Forfeited (11) 6.51 Outstanding at December 31, 2022 19 $ 2.91 1.51 years (1) Represents awards granted to eligible consultants of the Company. (2) The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding by the end of the reporting period. The aggregate fair value of nonemployee RSUs outstanding as of December 31, 2022, based on the fair value at the reporting period end, was $0.1 million. The aggregate fair value of nonemployee RSUs vested during the year ended December 31, 2022, based on the fair value on the vest date, was immaterial. Performance-Based Restricted Stock Units As of December 31, 2022, all PSUs granted to employees are classified as equity. As discussed in Note 2(x), the Company estimates the fair value of the PSUs at each measurement date by using a Monte Carlo simulation. The key inputs used in the Monte Carlo simulation are stock price, expected share price volatility, expected life, risk-free interest rate, and vesting hurdles. The stock price is based on the closing price of the Company’s Class A common stock on Nasdaq as of the valuation date. The volatility input is estimated using the volatility of Company’s peer companies as well as the Company’s own implied volatility. The expected life of the PSUs is 30 years and all PSUs are assumed to be fully vested at the end of year 30. The risk-free interest rate is based on the Thirty-year Constant Maturity Treasury Rate. The vesting hurdles are set forth in the PSU agreement. The weighted average assumptions (weighted by relative grant date fair value) used in the Monte Carlo simulation to value PSUs granted during the periods presented are as follows: December 31, 2022 December 31, 2021 Stock price $ 4.94 $ 6.13 Measurement period 30.00 years 30.00 years Expected volatility 47.50 % 47.50 % Risk-free rate 2.24 % 1.89 % Vesting hurdle 1 $ 12.50 $ 12.50 Vesting hurdle 2 $ 15.00 $ 15.00 Vesting hurdle 3 $ 17.50 $ 17.50 PSU activities for the years ended December 31, 2022, 2021 and 2020 are summarized as follows (in thousands, except for per share data): Equity-classified PSUs - employee (1) Number of Shares Weighted-average Grant Date Fair Value (per share) Weighted-average Remaining Contractual Term (2) Outstanding at December 31, 2019 — $ — Granted — — Vested — — Forfeited — — Outstanding at December 31, 2020 — $ — Granted 1,612 6.50 Vested — — Forfeited — — Outstanding at December 31, 2021 1,612 $ 6.50 Granted 125 4.94 Vested — — Forfeited (30) 6.51 Outstanding at December 31, 2022 1,707 $ 6.39 9.93 years (1) Represents awards granted to employees and executives of the Company. (2) The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding by the end of the reporting period. The aggregate fair value of PSUs outstanding as of December 31, 2022, based on the fair value at the reporting period end, was $5.1 million. None of the PSUs vested during the year ended December 31, 2022. Stock-Based Compensation Expense The following tables present the Company’s stock-based compensation expense by financial statement line item and by award type for the years ended December 31, 2022, 2021 and 2020 (dollars in thousands): Years Ended December 31, 2022 2021 2020 Cost of revenue $ 1,275 $ 500 $ 57 Sales and marketing expense 2,934 865 113 General and administrative expense 4,012 1,169 273 Research and development expense 4,021 1,371 113 Total stock-based compensation $ 12,242 $ 3,905 $ 556 Years Ended December 31, 2022 2021 2020 Equity-classified awards: MIUs $ 527 $ 556 $ 556 RSUs - employee 10,623 2,949 — RSUs - nonemployee 34 12 — PSUs - employee 1,058 388 — Total equity-classified awards 12,242 3,905 556 Total stock-based compensation $ 12,242 $ 3,905 $ 556 There were no income tax benefits recognized for the year ended December 31, 2022, related to tax deductions from RSU awards vesting in 2022. Due to the Company’s net operating loss, the related tax deductions result in deferred tax assets that are fully offset with a valuation allowance. None of the RSUs vested during the years ended December 31, 2021 and 2020, and, therefore, there were no income tax benefits recognized during those periods. As of December 31, 2022, unrecognized stock-based compensation expense related to nonvested awards by award type and their expected weighted-average recognition periods are summarized in the following table (dollars in thousands): Unrecognized Stock-based Compensation Expense Weighted-average Recognition Period (1) Equity-classified awards: MIUs $ 999 2.00 years RSUs - employee 29,309 2.90 years RSUs - nonemployee 52 3.14 years PSUs - employee 9,461 9.93 years Total equity-classified awards 39,821 Total unrecognized stock-based compensation $ 39,821 (1) The weighted-average recognition period is calculated as the sum of the weighted remaining period to recognize expense for nonvested awards divided by the sum of the shares that are expected to vest for all awards that have not vested or expired by the end of the reporting period. For awards for which the straight-line method is used for expense recognition, the remaining recognition period is the amount of time between the end of the reporting period and the end of the entire award. For awards for which the accelerated attribution method is used for expense recognition, the remaining recognition period is the amount of time between the end of the reporting period and the end of each separately vesting portion of the award. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic InformationDisaggregation of Revenue The following table disaggregates the Company’s revenue by geographic area for the years ended December 31, 2022, 2021 and 2020 (dollars in thousands): Years Ended December 31, 2022 2021 2020 United States $ 126,128 $ 111,836 $ 97,034 Americas (excluding United States) 3,856 2,808 1,870 Asia 5,921 4,450 3,509 Europe 120 137 132 Total revenue $ 136,025 $ 119,231 $ 102,545 In addition, 99.5% of the Company’s revenue is denominated in U.S. dollars and 0.5% is denominated in foreign currencies. Property and Equipment The following table summarizes total property and equipment, net in the respective locations at December 31, 2022 and 2021 (dollars in thousands): December 31, 2022 December 31, 2021 United States $ 1,291 $ 1,989 Americas (excluding United States) 309 367 Asia 1,018 654 Property and equipment, net $ 2,618 $ 3,010 The geographical location of the Company’s customers affects the nature, amount, timing and uncertainty of revenue and cash flows due to the potential for unfavorable and uncertain regulatory, political, economic and tax conditions. These uncertainties can impact the amount of revenue recognized through price adjustments and uncertainty of cash flows that may arise due to local regulations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table summarizes the components of pre-tax income (loss) as either domestic or foreign for the years ended December 31, 2022, 2021 and 2020 (dollars in thousands): Years Ended December 31, 2022 2021 2020 United States $ (38,642) $ (104,028) $ (5,038) Foreign 1,984 1,000 589 Total pre-tax loss $ (36,658) $ (103,028) $ (4,449) The provision for income taxes charged to operations consisted of the following for the years ended December 31, 2022, 2021 and 2020 (dollars in thousands): Years Ended December 31, 2022 2021 2020 Current tax expense: Federal $ — $ — $ (2) State 58 47 8 Foreign 762 310 317 Total current tax expense 820 357 323 Deferred tax expense: Federal 11 3 2 State (13) (186) (124) Foreign (1) (8) (5) Total deferred tax benefit (3) (191) (127) Provision for income taxes $ 817 $ 166 $ 196 A reconciliation between the Company’s federal statutory tax rate and its effective tax rate for the years ended December 31, 2022, 2021 and 2020 is as follows: Years Ended December 31, 2022 2021 2020 Federal statutory tax rate 21.00 % 21.00 % 21.00 % State tax, net of federal benefit 6.71 % 3.01 % 3.93 % Meals and entertainment (0.14) % (0.11) % (1.07) % Global intangible low-taxed income inclusion 0.00 % (0.07) % (2.41) % Nondeductible stock-based compensation (3.81) % (0.11) % (2.83) % Nondeductible compensation 0.00 % (2.15) % 0.00 % Transaction costs 0.00 % (2.61) % 0.00 % Prior year provision to return true-up 13.46 % 0.16 % (2.13) % Change in valuation allowance (38.50) % (19.20) % (18.90) % Foreign tax differential and permanent items (0.99) % (0.07) % (2.27) % Other 0.01 % (0.01) % (0.08) % Effective tax rate (2.26) % (0.16) % (4.76) % The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities consisted of the following at December 31, 2022 and 2021 (dollars in thousands): December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss carryforward $ 33,370 $ 26,828 SPAC transaction 885 944 Compensation accruals 552 1,326 Share based compensation 1,313 807 Foreign tax credits — 487 Bad debt reserve 365 319 Interest expense limitation 1,918 1,080 Lease liability 1,328 1,489 R&D expenditures capitalization 5,195 — Other intangibles amortization 259 — Other 630 398 Total deferred tax assets 45,815 33,678 Deferred tax liabilities: Capitalized commissions (2,636) (2,346) Right-of-use asset (1,232) (1,363) Other intangibles amortization — (2,447) Other (465) (274) Total deferred tax liabilities (4,333) (6,430) Net deferred tax assets before valuation allowance 41,482 27,248 Valuation allowance (41,481) (27,250) Net deferred tax assets (liabilities) $ 1 $ (2) At December 31, 2022, the Company had available federal and combined state net operating loss (“NOL”) carryforwards which may offset future taxable income of $121.7 million and $127.3 million, respectively. $23.6 million of the federal NOLs are scheduled to expire between 2027 and 2035, while the remaining federal NOLs of $98.1 million do not expire. $104.0 million of the state NOLs are scheduled to expire between 2025 and 2042, while the remaining state NOLs of $23.3 million do not expire. There were insufficient federal and state deferred tax liabilities to offset the federal and state deferred tax assets at December 31, 2022 and 2021; therefore, based on this and other available evidence, management believes it is more likely than not that the net federal and state deferred tax assets of LiveVox will not be fully realized and has recorded valuation allowances in the amounts of $41.5 million and $27.3 million as of December 31, 2022 and 2021, respectively. Past ownership changes and other equity transactions have triggered Section 382 and 383 provisions of the Internal Revenue Code, resulting in certain annual limitations on the utilization of existing federal and state NOLs and credits. Such provisions may limit the potential future tax benefit to be realized by the Company from its accumulated NOLs and tax credit carryforwards. Historically, the Company had not accrued a provision for U.S. deferred taxes or foreign withholding taxes on undistributed earnings of the Company’s wholly owned foreign subsidiaries because it was the intention of management to reinvest the undistributed earnings indefinitely in foreign operations. Undistributed earnings are generally no longer subject to U.S. tax upon repatriation beginning January 1, 2018; however, undistributed earnings remain subject to certain state income and foreign withholding taxes. It remains the intention of management to reinvest the undistributed earnings indefinitely in foreign operations. The Company also believes that any such state income or foreign withholding taxes would be immaterial. On August 16, 2022, the President signed into law the Inflation Reduction Act of 2022 which contained provisions effective January 1, 2023, including a 15% corporate minimum tax and a 1% excise tax on stock buybacks, both of which we expect to be immaterial to our financial results, financial position and cash flows. The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, India and Colombia. The tax returns are subject to statutes of limitations that vary by jurisdiction. At December 31, 2022, the Company remains subject to U.S. and certain state income tax examinations for tax years 2019 through 2022, and in certain other states for tax years 2018 |
Retirement Benefit Plan
Retirement Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Benefit Plan | Retirement Benefit PlanThe Company amended its existing 401(k) |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The following table sets forth the fair value of the Company’s assets and liabilities at December 31, 2022 (dollars in thousands): Level 1 Level 2 Level 3 Totals Cash and cash equivalents $ 20,742 $ — $ — $ 20,742 Marketable securities—available for sale debt securities — 48,182 — 48,182 Total assets $ 20,742 $ 48,182 $ — $ 68,924 Term loan $ — $ 54,567 $ — $ 54,567 Finance lease obligations — 11 — 11 Warrant liability—Forward Purchase Warrants — — 633 633 Total liabilities $ — $ 54,578 $ 633 $ 55,211 The following table sets forth the fair value of the Company’s assets and liabilities at December 31, 2021 (dollars in thousands): Level 1 Level 2 Level 3 Totals Cash and cash equivalents $ 47,217 $ — $ — $ 47,217 Restricted cash 100 — — 100 Marketable securities—available for sale debt securities — 49,374 — 49,374 Total assets $ 47,317 $ 49,374 $ — $ 96,691 Term loan $ — $ 55,020 $ — $ 55,020 Finance lease obligations — 37 — 37 Warrant liability—Forward Purchase Warrants — — 767 767 Total liabilities $ — $ 55,057 $ 767 $ 55,824 Level 1 and Level 2 of the Fair Value Hierarchy As of December 31, 2022 and 2021, the carrying amounts of the Company’s cash, cash equivalents and restricted cash approximate their fair values due to their short maturities and have been classified as Level 1 of the fair value hierarchy. The fair value of the term loan and finance lease obligations approximates their carrying value. The fair value is determined based on observable inputs on the price of the term loan in the market and has been classified as Level 2 of the fair value hierarchy. The fair value of the Company’s AFS debt securities is determined based on valuations provided by external investment managers who obtain them from a variety of industry standard data providers and has been classified as Level 2 of the fair value hierarchy. Refer to Note 5 for additional information regarding the fair value of the Company’s marketable securities. Level 3 of the Fair Value Hierarchy The Company’s liability related to the Forward Purchase Warrants is measured at fair value on a recurring basis and is classified as Level 3 within the fair value hierarchy. There were no other assets or liabilities measured at fair value on a recurring basis at December 31, 2022 and 2021. Warrant liability—Forward Purchase Warrants As discussed in Note 2(z), 833,333 Forward Purchase Warrants were issued pursuant to the Forward Purchase Agreement dated January 13, 2021 between Crescent and Old LiveVox. Upon consummation of the Merger, the Company concluded that the Forward Purchase Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. The Forward Purchase Warrants are classified as Level 3 fair value measurement. The Company employed a Black-Scholes option pricing model specific to the contractual terms of the Forward Purchase Warrants to determine their fair value at each reporting period, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss. Inherent in the options pricing model are assumptions related to current stock price, exercise price, expected share price volatility, expected life, risk-free interest rate and dividend yield. The stock price is based on the closing price of the Company’s Class A common stock on Nasdaq as of the valuation date. The exercise price is based on the terms of the warrant agreement. The volatility input is estimated using the implied volatility of the Public Warrants and the volatility of the Company’s peer companies. The expected life of the Forward Purchase Warrants is based on the time from valuation date to the contractual expiration date. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon U.S. Treasury notes with maturities corresponding to the expected five-year term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Future change in these assumptions could result in a material change to the fair value of the Forward Purchase Warrants, and such changes will be recorded in the consolidated statements of operations and comprehensive loss. The following table provides quantitative information regarding assumptions used in the Black Scholes option-pricing model to determine the fair value of the Forward Purchase Warrants: December 31, 2022 December 31, 2021 Stock price $ 2.97 $ 5.15 Exercise price $ 11.50 $ 11.50 Contractual term 3.50 years 4.50 years Expected volatility 77.50% 47.50% Risk-free rate 4.20% 1.20% Dividend yield 0.00% 0.00% Changes in the Level 3 Fair Value Measurement The changes in fair value of the Level 3 liabilities are as follows (dollars in thousands): December 31, 2022 December 31, 2021 Balance, beginning of period $ 767 $ 286 VCIP/OBIP payments — (286) Closing-date fair value of warrant liability — 2,008 Changes in fair value of warrant liability (134) (1,241) Balance, end of period $ 633 $ 767 |
Basic and Diluted Loss Per Shar
Basic and Diluted Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share As discussed in Note 2(a), the shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger. As a result of the Merger, the Company has retrospectively adjusted the weighted-average number of shares of common stock outstanding prior to June 18, 2021 by multiplying them by the exchange ratio of 66,637 used to determine the number of shares of Class A common stock into which they converted. Basic net loss per share is calculated by dividing net loss by the weighted average number of shares of Class A common stock outstanding during the period, including net issuance of shares upon vesting stock-based payment awards and excluding unvested stock-based payment awards and shares withheld to cover employees’ withholding taxes upon vesting of stock-based payment awards. Diluted net loss per share is computed giving effect to all potentially dilutive shares of Class A common stock, including Class A common stock issuable upon vesting of stock-based payment awards and contingent earnout shares. Basic and diluted loss per share was the same for each period presented as the inclusion of all potential Class A common stock outstanding would have been antidilutive. The computation of loss per share and weighted average shares of the Company’s common stock outstanding for the years ended December 31, 2022, 2021 and 2020 are as follows (in thousands, except per share data): Years Ended December 31, 2022 2021 2020 Numerator: Loss attributable to common stockholders—basic and diluted $ (37,475) $ (103,194) $ (4,645) Denominator: Weighted average shares outstanding—basic and diluted 92,003 79,964 66,637 Loss per share: Basic and diluted $ (0.41) $ (1.29) $ (0.07) The following outstanding common stock equivalents were either considered antidilutive or were contingently issuable upon the resolution of their contingencies, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented (in thousands): Years Ended December 31, 2022 2021 2020 Earn-Out Shares (1) 5,000 5,000 — Lock-Up Shares (2) 2,544 2,544 — Finders Agreement Shares (3) 1,644 1,644 — Warrants to purchase common stock 13,333 13,333 — Shares withheld to cover employees’ withholding taxes upon vesting of RSUs 385 — — Unvested RSUs 8,129 4,981 — Unvested PSUs 1,707 1,612 — Total 32,742 29,114 — (1) As additional consideration payable to the LiveVox Stockholder, the Company issued 5,000,000 shares of Class A common stock (the “Earn-Out Shares”) held in an escrow account to be released only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021. No contingent consideration shares were issued or released during the years ended December 31, 2022, 2021 and 2020. (2) Represents 2,543,750 shares of converted Class A common stock held by the SPAC sponsor and certain independent directors (the “Lock-Up Shares”) immediately following the closing, which were placed in an escrow account to be subject to release only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021. No contingent consideration shares were issued or released during the years ended December 31, 2022, 2021 and 2020. (3) Represents 1,643,750 shares of Class A common stock (the “Finders Agreement Shares”) to be issued only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021, pursuant to the terms of the Finders Agreement. No contingent consideration shares were issued during the years ended December 31, 2022, 2021 and 2020. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments As of December 31, 2022 and 2021, $54.9 million and $55.5 million of the term loan principal was outstanding, respectively. The term loan is due December 31, 2025. See Note 10 for more information. Contingencies The Company is subject to the possibility of various gain or loss contingencies arising in the ordinary course of business that will ultimately be resolved depending on future events. The Company considers the likelihood of loss or impairment of an asset, or the incurrence of a liability, as well as the ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the consolidated financial statements, and the amount or range of loss can be reasonably estimated. Legal costs are expensed as incurred. Gain contingencies are not recognized until they are realized or realizable. Indemnification Agreements The Company has entered into indemnification agreements with its directors, officers and certain employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. As of December 31, 2022 and 2021, there were no claims that the Company is aware of that could have a material effect on its consolidated balance sheets, consolidated statements of operations and comprehensive loss, or consolidated statements of cash flows. Litigation and Claims From time to time and in the ordinary course of business, the Company may be subject to various claims, charges, investigations, and litigation. As of the date of issuance of these consolidated financial statements, the Company is not a party to any claims that would have a material adverse effect on its business operations or financial position. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring 2022 Restructuring Plan On August 1, 2022, the Company initiated a restructuring plan (the “2022 Restructuring Plan”), following a review of the Company’s business, operating expenses and the macroeconomic environment. The purpose of the 2022 Restructuring Plan is to reduce the Company’s cost structure and improve its operational efficiency. The 2022 Restructuring Plan included a reduction of approximately 3% of the Company’s global workforce. The restructuring charges incurred as a result of the 2022 Restructuring Plan consist primarily of employee severance and termination benefits. The 2022 Restructuring Plan has been completed in October 2022. The following table summarizes the restructuring charges for the year ended December 31, 2022 by major type of cost associated with the implementation of the 2022 Restructuring Plan and by financial statement line item (dollars in thousands): Employee severance and termination benefits Total Cost of revenue $ 400 $ 400 Sales and marketing expense 147 147 General and administrative expense — — Research and development expense 5 5 Total restructuring charges $ 552 $ 552 The following table summarizes the changes in the liability for restructuring charges related to the 2022 Restructuring Plan (dollars in thousands): Employee severance and termination benefits Total Liability as of December 31, 2021 $ — $ — Charges 552 552 Cash payments (552) (552) Non-cash and other adjustments — — Liability as of December 31, 2022 $ — $ — Total amount incurred in connection with the 2022 Restructuring Plan $ 552 $ 552 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. 2023 Restructuring Plan On January 13, 2023, the Company authorized a new restructuring plan (the “2023 Restructuring Plan”). Management, with the oversight and guidance of the Company’s board of directors, determined to implement the 2023 Restructuring Plan following a review of the Company’s business, operating expenses and the macroeconomic environment. The 2023 Restructuring Plan is intended to reduce the Company’s cost structure and improve its operational efficiency. The 2023 Restructuring Plan includes a reduction of approximately 96 employees, comprising approximately 16% of the Company’s global workforce. In connection with the 2023 Restructuring Plan, the Company estimates that it will record an aggregate restructuring charge in the first quarter of 2023 related to employee severance and termination benefits of $2.9 million. Cash expenditures total $3.3 million which includes payment of unused paid time off of $0.4 million for the affected employees through their termination date. Each affected employee’s eligibility for the severance benefits is contingent upon such employee’s execution (and non - revocation) of a separation agreement, which includes a general release of claims against the Company. The Company expects payments relating to the 2023 Restructuring Plan to be completed by the end of the first quarter of 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. All intercompany transactions and balances have been eliminated in consolidation. As a result of the Merger completed on June 18, 2021, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retroactively converted as shares reflecting the exchange ratio established in the Merger Agreement. |
Emerging Growth Company | Emerging Growth CompanySection 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth company (“EGC”) from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended (“Securities Act”) registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statement with another public company which is neither an EGC nor an EGC which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.The Company will remain an EGC until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the Initial Public Offering Closing Date, (b) in which the Company has total annual gross revenue of at least $1.235 billion, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of the Company’s Class A common stock that is held by non-affiliates exceeds $700 million as of the prior fiscal year’s second fiscal quarter, and (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt during the prior three-year period. |
Use of Estimates | Use of EstimatesThe preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial position and results of operations, requiring adjustment to these balances in future periods. Significant items subject to such estimates and assumptions include, but are not limited to, the determination of the useful lives of long-lived assets, period of benefit of deferred sales commissions, allowances for doubtful accounts, fair value of marketable securities, fair value of goodwill and long-lived assets, fair value of incentive awards, fair value of warrants, establishing standalone selling price, valuation of deferred tax assets, income tax uncertainties and other contingencies, including the Company’s ability to exercise its right to repurchase incentive options from terminated employees. |
Segment Information | Segment InformationThe Company has determined that its Chief Executive Officer (“CEO”) is its chief operating decision maker. The Company’s CEO reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single reportable segment. |
Foreign Currency Translation | Foreign Currency TranslationThe financial position and results of operations of the Company’s international subsidiaries are measured using the local currency as the functional currency. Revenue and expenses have been translated into U.S. dollars at average exchange rates prevailing during the periods. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders’ equity (accumulated other comprehensive loss), unless there is a sale or complete liquidation of the underlying foreign investments, or the adjustment is inconsequential. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received from the sale of an asset or the transfer of a liability in an orderly transaction between market participants at the measurement date. The Company utilizes a fair value hierarchy to classify fair value amounts of the Company’s assets and liabilities recognized or disclosed in the Company’s consolidated financial statements based on the lowest level of input that is significant to the fair value measurement. The levels of the hierarchy are described below: • Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2—Includes other inputs that are directly or indirectly observable in the marketplace. • Level 3—Unobservable inputs that are supported by little or no market activity. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. Observable or market inputs reflect market data obtained from independent |
Liquidity and Capital Resources | Liquidity and Capital ResourcesLiveVox’s consolidated financial statements have been prepared assuming the Company will continue as a going concern for the 12-month period from the date of issuance of the consolidated financial statements, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.The Company believes it has sufficient financial resources for at least the next 12 months from the date these consolidated financial statements are issued. |
Debt Discount and Issuance Costs | Debt Discount and Issuance CostsThe Company’s debt issuance costs and debt discount are recorded as a direct reduction of the carrying amount of the debt liability and are amortized to interest expense over the contractual term of the term loan. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted CashCash and cash equivalents are stated at fair value. The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. The Company limits its credit risk associated with the cash and cash equivalents by placing investments with banks it believes are highly creditworthy. The Company has exposure to credit risk to the extent cash balances exceed amounts covered by Federal deposit insurance. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Restricted cash consists entirely of amounts held back from stockholders of the Company’s acquired businesses for indemnification of outstanding liabilities. Such amounts are retained temporarily and then remitted to the applicable stockholders, net of fees paid for indemnification of liabilities. Since restricted cash amounts represent funds held for others, there is also a corresponding liability account. |
Marketable Securities | Marketable Securities The Company invests in various marketable securities. As of December 31, 2022 and 2021, the Company designated all of these marketable securities as debt securities and classified them as AFS. No debt securities were classified as held-to-maturity (“HTM”) or trading. The Company determines the appropriate classification of marketable securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Debt securities classified as AFS are reported at fair value with unrealized gains and losses, net of income taxes, as a separate component of stockholders’ equity (accumulated other comprehensive loss) in the consolidated balance sheets until the securities are sold or are other-than-temporary impaired (“OTTI”). Debt securities are classified as current or non-current, based on maturities and the Company’s expectations of sales and redemptions in the next 12 months. Gains and losses on sales of debt securities are recorded on the trade date in other income (expense), net, in the consolidated statements of operations and comprehensive loss. The cost of debt securities sold or the amount reclassified out of accumulated other comprehensive loss into earnings is determined using the specific identification method. The Company evaluates the amortized cost of debt securities compared to their fair value to determine whether a debt security is impaired and whether an impaired debt security is OTTI at each reporting period. Factors considered in determining whether an OTTI occurs include the length of time and extent to which fair value has been less than the cost basis, credit quality of the issuer and the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. For a debt security deemed to be OTTI, the value of the debt security is reduced, the credit related component of OTTI is recorded in earnings and the noncredit related component is charged to other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. |
Accounts Receivable | Accounts ReceivableTrade accounts receivable are stated net of any write-offs and the allowance for doubtful accounts, at the amount the Company expects to collect. The Company performs ongoing credit evaluations of its customers and generally does not require collateral unless a customer has previously defaulted. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Management considers the following factors when determining the collectability of specific customer accounts: aging of the account receivable, customer creditworthiness, past transaction history with the customer, current economic and industry trends, and changes in customer payment trends. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. |
Property and Equipment | Property and EquipmentProperty and equipment are stated at cost less accumulated depreciation. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs, including planned major maintenance activities, are charged to expense as incurred. When assets are retired or disposed, the asset’s original cost and related accumulated depreciation are eliminated from the accounts and any gain or loss is reflected in the consolidated statements of operations and comprehensive loss. Amortization expense on capitalized software is included in depreciation expense. Depreciation of leasehold improvements is recorded over the shorter of the estimated useful life of the leasehold improvement or lease terms that are reasonably assured. |
Identified Intangible Assets | Identified Intangible AssetsOn March 21, 2014, LiveVox, Inc. and subsidiaries were acquired by LiveVox Holdings, Inc. On October 16, 2019, the Company acquired the rights to certain assets of Teckst Inc. On December 16, 2019, the Company acquired the rights to Speech IQ, LLC. On February 5, 2021, the Company completed its asset acquisition of BusinessPhone. The acquisitions resulted in identified marketing-based, technology-based, customer-based, trademark-based, and workforce-based intangible assets. The fair value of the identified assets was determined as of the date of the acquisition by management with the assistance of an independent valuation firm. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of acquired business over the fair value of the underlying net tangible and intangible assets. The Company performed its annual impairment review of goodwill on October 1 of each year, and when a triggering event occurs between annual impairment tests. During the years ended December 31, 2022, 2021 and 2020, no triggering events have occurred that would require an impairment review of goodwill outside of the required annual impairment review. Refer to Note 7 for more information. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsLong-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset and long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value. |
Amounts Due to Related Parties | Amounts Due to Related Parties In the ordinary course of business, the Company has a nd expects to continue to have transactions with its stockh olders and affiliates. Refer to Note 12 for more information. |
Concentration of Risk | Concentration of Risk Concentration of Customer and Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. Risks associated with cash and cash equivalents and marketable securities are mitigated using what the Company considers creditworthy institutions. The Company performs ongoing credit evaluations of its customers’ financial condition. Substantially all of the Company’s assets are in the United States. As of December 31, 2022 and 2021, no single issuer represented more than 10% of the Company’s marketable securities. The Company’s customers are primarily in the receivables management, tele-sales and customer care industries. During the years ended December 31, 2022, 2021 and 2020, substantially all the Company’s revenue was generated in the United States. For the years ended December 31, 2022, 2021 and 2020, the Company did not have any customers that individually represented 10% or more of the Company’s total revenue or whose accounts receivable balance at December 31, 2022 and 2021 individually represented 10% or more of the Company’s total accounts receivable. Concentration of Supplier Risk The Company relies on third parties for telecommunication, bandwidth, and co-location services that are included in cost of revenue. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with U.S. GAAP, pursuant to ASC 606, Revenue from Contracts with Customers . The Company derives substantially all of its revenue by providing cloud-based contact center products under a usage-based model, with prices calculated on a per-call, per-seat, or, more typically, a per-minute basis and contracted minimum usage in accordance with the terms of the underlying agreements. Other immaterial ancillary revenue is derived from call recording, local caller identification packages, performance/speech analytics, text messaging services and professional services billed monthly on primarily usage-based fees and, to a lesser extent, fixed fees. Revenue is recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those services excluding amounts collected on behalf of third parties such as sales taxes, which are collected on behalf of and remitted to governmental authorities based on local tax law. The Company determines revenue recognition through the following steps: a. Identification of the contract, or contracts, with a customer; b. Identification of the performance obligations in the contract; c. Determination of the transaction price; d. Allocation of the transaction price to the performance obligations in the contract; and e. Recognition of revenue when, or as, the performance obligations are satisfied. The Company enters into contracts that can include various combinations of services, each of which are distinct and accounted for as separate performance obligations. The Company’s cloud-based contact center solutions typically include a promise to provide continuous access to its hosted technology platform solutions through its data centers. Arrangements with customers do not provide the customer with the right to take possession of the Company’s software platform at any time. LiveVox’s performance obligations are satisfied over time as the customer simultaneously receives and consumes the benefits and the Company performs its services. The Company’s contract terms typically range from one The Company’s arrangements typically include monthly minimum usage commitments and specify the rate at which the customer must pay for actual usage above the monthly minimum. Additional usage in excess of contractual minimum commitments is deemed to be specific to the month that the usage occurs, since the minimum usage commitments reset at the beginning of each month. The Company has determined these arrangements meet the variable consideration allocation exception and therefore, it recognizes contractual monthly commitments and any overages as revenue in the month they are earned. The Company has service-level agreements with customers warranting defined levels of uptime reliability and performance. Customers may receive credits or refunds if the Company fails to meet such levels. If the services do not meet certain criteria, fees are subject to adjustment or refund representing a form of variable consideration. The Company records reductions to revenue for these estimated customer credits at the time the related revenue is recognized. These customer credits are estimated based on current and historical customer trends, and communications with its customers. Such customer credits have not been significant to date. For contracts with multiple performance obligations, the Company allocates the contract price to each performance obligation based on its relative standalone selling price (“SSP”). The Company generally determines SSP based on the prices charged to customers. In instances where SSP is not directly observable, such as when the Company does not sell the service separately, the SSP is determined using information that generally includes market conditions or other observable inputs. Professional services for configuration, system integration, optimization or education are billed on a fixed-price or time and material basis and are performed by the Company directly or, alternatively, customers may also choose to perform these services themselves or engage their own third-party service providers. Professional services revenue, which represents approximately 1% of revenue, is recognized over time as the services are rendered. Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized upon transfer of control. Balances consist primarily of annual or multi-year minimum usage agreements not yet provided as of the balance sheet date. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as deferred revenue, current in the consolidated balance sheets, with the remainder recorded as deferred revenue, net of current in the Company’s consolidated balance sheets. |
Costs to Obtain Customer Contracts (Deferred Sales Commissions) | Costs to Obtain Customer Contracts (Deferred Sales Commissions)Sales commissions are paid for initial contracts and expansions of existing customer contracts. Sales commissions and related expenses are considered incremental and recoverable costs of acquiring customer contracts. These costs are capitalized and amortized on a straight-line basis over the anticipated period of benefit, which the Company has estimated to be five years. The Company determined the period of benefit by taking into consideration the length of the Company’s customer contracts, the customer attrition rate, the life of the technology provided and other factors. Amortization expense is recorded in sales and marketing expense within the Company’s consolidated statements of operations and comprehensive loss. |
Advertising | AdvertisingThe Company expenses non-direct response advertising costs as they are incurred. |
Research and Development Costs | Research and Development CostsResearch and development costs not related to the development of internal use software are charged to operations as incurred. Research and development expenses primarily include payroll and employee benefits, consulting services, travel, and software and support costs. |
Software Development Costs | Software Development Costs The Company capitalizes costs of materials, consultants, payroll, and payroll-related costs of employees incurred in developing internal-use software after certain capitalization criteria are met and includes these costs in the computer software . Refer to Note 6 for additional information. Software development costs are expensed as incurred until preliminary development efforts are successfully completed, management has authorized and committed project funding, |
Income Taxes | Income Taxes Deferred Taxes The Company accounts for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences arising from the temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will be paid or refunds received, as provided for under currently enacted tax law. A valuation allowance is provided for deferred tax assets that, based on available evidence, are not expected to be realized. Enactment of the Tax Cuts and Jobs Act in 2017 subjects a U.S. shareholder to current tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. Under U.S. GAAP, an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI resulting from those items in the year of the GILTI inclusion (i.e., as a period expense). The Company has elected to recognize the tax on GILTI as a period expense in the period of inclusion. As such, no deferred taxes are recorded on the Company’s temporary differences that might reverse as GILTI in future years. Uncertain Tax Positions The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained in a court of last resort. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company does not believe its consolidated financial statements include any uncertain tax positions. It is the Company’s policy to recognize interest and penalties accrued on any unrecognized tax benefit as a component of income tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company measures compensation expense for stock awards granted to employees and nonemployees in accordance with ASC 718, Compensation—Stock Compensation . Stock-based compensation is measured at fair value on grant date. The Company classified all stock awards as equity awards at the grant date, and reassesses the liability versus equity treatment on a quarterly basis for any changes that have occurred during the period that may result in a reclassification. Equity-classified awards are recognized as stock-based compensation expense over an employee’s requisite service period or a nonemployee’s vesting period on the basis of the grant date fair value. The Company elects to account for forfeitures as they occur, rather than making estimates of future forfeitures. Management Incentive Units During 2019, LiveVox TopCo established a Management Incentive Unit program whereby the LiveVox TopCo board of directors has the power and discretion to approve the issuance of Class B Units that represent management incentive units (“MIUs”) to any manager, director, employee, officer or consultant of the Company or its subsidiaries. On December 19, 2019, 3,518,096 Class B Units were issued to 12 recipients. Vesting begins on the date of issuance, and the MIUs vest ratably over five years with 20% of the MIUs vesting on each anniversary of a specified vesting commencement date, subject to the grantee’s continued employment with the Company on the applicable vesting date. Vesting of the MIUs will accelerate upon consummation of a “sale of the company”, which is defined by the LiveVox TopCo limited liability company agreement as (a) the sale or transfer of all or substantially all of the assets of LiveVox TopCo on a consolidated basis or (b) any direct or indirect sale or transfer of a majority of interests in LiveVox TopCo and its subsidiaries on a consolidated basis, as a result of any party other than certain affiliates of Golden Gate Capital obtaining voting power to elect the majority of LiveVox TopCo’s governing body. Since the Merger does not meet the limited liability company agreement’s definition of a sale, it did not cause acceleration in vesting of the unvested MIUs and the MIUs will continue to vest based on the service condition. If a MIU holder terminates employment, any vested MIUs as of the termination date will be subject to a repurchase option held by LiveVox TopCo or funds affiliated with Golden Gate Capital. The option to repurchase can be exercised for one year beginning on the later of (a) the MIU holder’s termination date and (b) the 181st day following the initial acquisition of the MIUs by the MIU holder. The repurchased MIUs will be valued at fair market value as of the date that is 30 days prior to the date of the repurchase. However, if the fair market value is less than or equal to the participation threshold of the vested MIUs, the MIUs may be repurchased for no consideration. The Company estimates the grant date fair value of MIUs using the Monte Carlo simulation. Monte Carlo simulation is a widely accepted approach for financial instruments with path dependencies. The Company records stock-based compensation expense for the issued and outstanding MIUs based on the service condition on a straight-line basis over the requisite service period of five years, reduced for actual forfeited MIUs. Please see Note 16 for further detail about stock-based compensation expenses related to MIUs under the Management Incentive Unit program. 2021 Equity Incentive Plan On June 16, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective upon the closing of the Merger on June 18, 2021. The initial number of shares reserved for issuance under the 2021 Plan was 9,770,000. The number of shares of Company common stock reserved for issuance under the 2021 Plan automatically increases on January 1 of each year during the term of the 2021 Plan, beginning on January 1, 2022, by 5% of the total number of shares of Company common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the board of directors. As of December 31, 2022, the number of shares reserved for issuance is 14,682,036. The Company grants Restricted Stock Units (“RSUs”) and Performance-based Restricted Stock Units (“PSUs”) awards to employees, executives, directors, and eligible consultants of the Company. On November 11, 2021, the Company and certain key executives entered into double trigger vesting of RSU award letters regarding certain accelerated vesting provisions of RSUs granted pursuant to the RSU award agreements dated as of August 18, 2021. On November 4, 2022, the Company and Mr. John DiLullo, the Company’s CEO effective as of November 1, 2022, entered into RSU award agreement which also provides a double trigger accelerated vesting provision. Except for these accelerated vesting provisions, if a grantee incurs a termination of continuous service for any reason, any unvested awards will be forfeited without consideration by the grantee. RSUs are subject to service conditions only. The Company estimates the grant date fair value of RSUs using the closing price of the Company’s Class A common stock on Nasdaq on the measurement date. Stock-based compensation expense for RSUs issued to employees is recognized on a straight-line basis over the vesting period for the entire award, reduced for actual forfeited RSUs. Stock-based compensation expense for RSUs issued to nonemployees is recognized as the goods are received or services are performed. The requisite service period typically ranges from one PSUs, which are granted to certain key employees, vest either based on the achievement of predetermined market conditions or based on both service and market conditions. The Company estimates the grant date fair value of PSUs using the Monte Carlo simulation. The Company recognizes stock-based compensation expense for PSUs on a tranche-by-tranche basis (i.e., the accelerated attribution method) over an employee’s requisite service period, which is the longer of the time-vesting period or the derived service period inferred from the valuation model. Stock-based compensation expense of equity-classified PSUs is recognized provided that the good is delivered or the service is rendered, regardless of when, if ever, the market conditions are satisfied. Payment of the underlying shares in connection with the vesting of employee RSUs and PSUs generally triggers a tax obligation for the employee, which is required to be remitted to the relevant tax authorities. The 2021 Plan permits the following tax withholding methods: • Net-share-settlement method—The Company withholds otherwise deliverable RSU or PSU shares having a fair value at the vest date equal to the maximum statutory withholding tax amount and remits the remaining RSU or PSU shares to the employee recipients. Any cash received and paid to meet an employees’ statutory withholding tax requirement is reflected as a financing activity within the consolidated statements of cash flows. • Sell-to-cover method—The broker sells on behalf of employee recipients RSU or PSU shares having a fair value at the vest date equal to the maximum statutory withholding tax amount and remits the cash proceeds from such sales to the Company. The net impact of any cash received and paid to meet an employees’ statutory withholding tax requirement is reflected as an operating activity within the consolidated statements of cash flows. Prior to August 15, 2022, RSU and PSU awards granted to non-U.S. employees provided for tax withholding by the sell-to-cover method and RSU and PSU awards granted to U.S. employees provided for tax withholding by either the sell-to-cover method or the net-share-settlement method. Effective August 15, 2022, the Company changed the tax withholding method for all outstanding employee RSU and PSU awards to provide for tax withholding by the net-share-settlement method. This change to the tax withholding method does not affect the fair value, the vesting conditions, or the classification of employee awards. Therefore, this change does not require modification accounting. During the year ended December 31, 2022, the Company withheld 384,855 shares to cover employee recipients’ withholding tax obligations. Nonemployee directors acting in their role as members of a board of directors are treated as employees for purpose of ASC 718 if (a) those directors were elected by the Company’s shareholders and (b) the awards granted to nonemployee directors are for their services as directors but not for other services. While a nonemployee director may be considered an employee under ASC 718, he or she is not considered an employee under the IRS statutory withholding requirements. As a result, no shares are withheld to cover withholding taxes for an award issued to a nonemployee director. Independent consultants are nonemployees under the IRS statutory withholding requirements. As a result, no shares are withheld to cover withholding taxes for an award issued to an independent consultant. |
Acquisitions | AcquisitionsThe Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is a business combination or an acquisition of assets. |
Public and Forward Purchase Warrants | Public and Forward Purchase WarrantsSee Note 13 for further information on stock warrants.Upon consummation of the Merger, the Company concluded that (a) the Public Warrants meet the derivative scope exception for contracts in the Company’s own stock and are recorded in stockholders’ equity and (b) the Forward Purchase Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. Specifically, the Forward Purchase Warrants contain provisions that cause the settlement amounts to be dependent upon the characteristics of the holder of the Warrant which is not an input into the pricing of a fixed-for-fixed option on equity shares. Therefore, the Forward Purchase Warrants are not considered indexed to the Company’s stock and should be classified as a liability. Since the Forward Purchase Warrants meet the definition of a derivative, the Company recorded the Forward Purchase Warrants as liabilities on the consolidated balance sheets at fair value upon the Merger, with an offsetting entry to additional paid-in capital. The gain or loss resulting from decrease or increase in the fair value of the Forward Purchase Warrants in the subsequent periods are recognized in the consolidated statements of operations and comprehensive loss. The fair value of the Forward Purchase Warrants was measured using the Black-Scholes option-pricing model at each measurement date. See Note 20 for further information on fair value. |
Restructuring Charges | Restructuring Charges Restructuring charges associated with management-approved restructuring plans may include employee severance and termination benefits, lease and non-lease contract termination costs, impairment of long-lived assets, and other related costs associated with restructuring activities. The Company accounts for employee severance and termination benefits that represent a one-time benefit in accordance with ASC 420, Exit or Disposal Cost Obligations . The Company accrues employee severance and termination benefits associated with an one-time benefit arrangement when employees are notified of their termination benefits. The Company records employee severance and termination benefits in accordance with ASC 712, Compensation - Nonretirement and Postemployment Benefits , if it pays the benefits as part of an on-going benefit arrangement, which includes benefits provided as part of its established severance policies, a consistent past practice or in accordance with statutory requirements. The Company accrues employee severance and termination benefits associated with an on-going benefit arrangement when the payment is probable and the amount is reasonably estimable. Please see Note 23 for a full description of the Company's restructuring actions. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements As an EGC, the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The Company adopted the following new accounting pronouncements during the year ended December 31, 2022: ASU No. 2019-12, Income Taxes (Topic 740) In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, Income Taxes (Topic 740) , which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as hybrid tax regimes, tax basis step-up in goodwill obtained in a transaction that is not a business combination, separate financial statements of legal entities not subject to tax, intraperiod tax allocation exception to incremental approach, ownership changes in investments, interim-period accounting for enacted changes in tax law, year-to-date loss limitation in interim-period tax accounting, income statement presentation of tax benefits of tax-deductible dividends and impairment of investment in qualified affordable housing projects accounted for under the equity method. The guidance is effective for public business entities for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the guidance is effective for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The guidance has various elements and different transition methods (retrospective, modified-retrospective, or prospective) which are applied based on the nature of the elements. The Company adopted this standard on January 1, 2022 and it did not have a material impact on the Company’s consolidated financial position, operating results or cash flows. cc) Recently Issued Accounting Pronouncements ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , which clarifies that receivables arising from operating leases are not within the scope of Topic 326, Financial Instruments—Credit Losses . Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases . In April 2019, the FASB issued ASU No. 2019- 04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , which clarifies treatment of certain credit losses. In May 2019, the FASB issued ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief , which permits an entity, upon adoption of ASU 2016-13, to irrevocably elect the fair value option (on an instrument-by-instrument basis) for eligible financial assets measured at amortized cost basis. In November 2019, FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) , which changes the effective dates for Topic 326 to give implementation relief to certain types of entities. In November 2019, the FASB issued ASU No. 2019- 11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , which includes various narrow-scope improvements and clarifications. In March 2020, the FASB issued ASU No. 2020- 03, Codification Improvements to Financial Instruments , which clarifies and improves certain financial instruments guidance. The guidance is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, for annual reporting periods beginning after December 15, 2022 and interim periods within those fiscal years. The guidance is to be adopted on a modified retrospective basis. The Company plans to adopt this standard effective January 1, 2023 and does not believe it will have a material impact on the Company’s consolidated financial statements. ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments and contracts on an entity’s own equity, including removing certain conditions for equity classification, and amending certain guidance on the computation of EPS for contracts on an entity’s own equity. The guidance is effective for public business entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, the guidance is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Company is currently evaluating the impact this pronouncement will have on its consolidated financial statements and plans to adopt this standard effective January 1, 2024. ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50) In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations |
Fair Value Measurement | Level 1 and Level 2 of the Fair Value Hierarchy As of December 31, 2022 and 2021, the carrying amounts of the Company’s cash, cash equivalents and restricted cash approximate their fair values due to their short maturities and have been classified as Level 1 of the fair value hierarchy. The fair value of the term loan and finance lease obligations approximates their carrying value. The fair value is determined based on observable inputs on the price of the term loan in the market and has been classified as Level 2 of the fair value hierarchy. The fair value of the Company’s AFS debt securities is determined based on valuations provided by external investment managers who obtain them from a variety of industry standard data providers and has been classified as Level 2 of the fair value hierarchy. Refer to Note 5 for additional information regarding the fair value of the Company’s marketable securities. Level 3 of the Fair Value Hierarchy The Company’s liability related to the Forward Purchase Warrants is measured at fair value on a recurring basis and is classified as Level 3 within the fair value hierarchy. There were no other assets or liabilities measured at fair value on a recurring basis at December 31, 2022 and 2021. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property and equipment | Depreciation of property and equipment is provided using the straight-line method based on the following estimated useful lives: Years Computer equipment 3 - 5 Computer software 3 Furniture and fixtures 5 - 10 Leasehold improvements 5 Website development 2 Property and equipment consisted of the following at December 31, 2022 and 2021 (dollars in thousands): December 31, 2022 December 31, 2021 Computer software $ 426 $ 1,253 Computer equipment 3,408 9,063 Furniture and fixtures 1,736 1,181 Leasehold improvements 1,525 1,478 Total 7,095 12,975 Less: accumulated depreciation and amortization (4,477) (9,965) Property and equipment, net $ 2,618 $ 3,010 |
Schedule of estimated useful lives of identified intangible assets | The identified intangible assets are being amortized using the straight-line method based on the following estimated useful lives: Years Marketing-based 7 Technology-based 4 - 10 Customer-based 7 - 16 Trademark-based 4 Workforce-based 10 Cost Accumulated Carrying Weighted Average Marketing-based $ 1,400 $ (1,328) $ 72 0.96 Technology-based 18,300 (17,082) 1,218 1.25 Customer-based 27,700 (12,581) 15,119 7.38 Workforce-based 380 (134) 246 6.48 $ 47,780 $ (31,125) $ 16,655 Identified intangible assets consisted of the following at December 31, 2021 (dollars in thousands): Cost Accumulated Carrying Weighted Average Marketing-based $ 1,400 $ (1,253) $ 147 1.96 Technology-based 18,300 (15,791) 2,509 2.01 Customer-based 27,700 (10,506) 17,194 8.37 Workforce-based 380 (35) 345 9.10 $ 47,780 $ (27,585) $ 20,195 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Reverse Recapitalization | The following table reconciles the elements of the Merger to the consolidated statements of cash flows and the consolidated statements of stockholders’ equity for the year ended December 31, 2021 (dollars in thousands): Recapitalization Cash proceeds from Crescent Crescent’s cash in trust account $ 253,395 Crescent’s cash and cash equivalents 20 Less: redemptions (155,372) Cash proceeds from PIPE Investment (1) 75,000 Cash proceeds from Forward Purchase Agreement (2) 25,000 Less: Cash payments to escrow (2,000) Less: Cash payments to stockholder representative expense holdback (100) Less: Cash payments of direct and incremental Merger transaction costs (36,252) Net cash proceeds from Merger and PIPE financing reflected as financing cash flows 159,691 Cash payments of indirect or non-incremental Merger transaction costs (2,085) Net cash proceeds from Merger and PIPE financing reflected as operating cash flows (2,085) Net cash proceeds from Merger and PIPE financing 157,606 Merger transaction costs not impacting additional paid-in capital 2,085 Non-cash VCIP/OBIP stock bonus 32,637 Non-cash net assets assumed from Crescent 36 Non-cash offering cost associated with warrant liability (3) 41 Less: warrant liability (2,008) Net contribution from Merger and PIPE financing $ 190,397 (1) Proceeds of $75.0 million from the Company’s private placement of an aggregate of 7,500,000 shares of Class A common stock at a per share price of $10.00 (the “PIPE Investment”). (2) Proceeds of $25.0 million from the Company’s private placement of an aggregate of 2,500,000 shares of Class A common stock at a per share price of $10.00 (the “Forward Purchase Agreement”). (3) Capitalized offering costs related to Forward Purchase Warrants which have been expensed in the consolidated statements of operations and comprehensive loss. Number of Shares Class A common stock of Crescent, outstanding prior to Closing 24,988 Less: Redemption of Crescent Class A common stock (15,321) Class A common stock issued in PIPE Investment (1) 7,500 Class A common stock issued under Forward Purchase Agreement (2) 2,500 Shares of Crescent common stock prior to Closing 19,667 Class F common stock of Crescent converted into Class A common stock on a one-for-one basis (3) 6,250 Less: cancellation of Class F common stock of Crescent (2,925) Earn-Out Shares placed into an escrow account (4) 5,000 Recapitalization of Old LiveVox common stock into Class A common stock (5) 66,637 Shares of newly issued Class A common stock in connection with Closing 74,962 Shares of Class A common stock outstanding as of the Closing Date, including Escrowed Shares 94,629 Less: Escrowed Shares (6) (7,544) Total shares of Class A common stock outstanding as of the Closing Date, excluding Escrowed Shares 87,085 (1) See footnote (1) to the preceding table. (2) See footnote (2) to the preceding table. (3) Includes a total of 2,543,750 shares of converted Class A common stock held by the SPAC sponsor and certain independent directors (the “Lock-Up Shares”) immediately following the closing, which were placed in an escrow account to be subject to release only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021. (4) As additional consideration payable to the LiveVox Stockholder, the Company issued 5,000,000 shares of Class A common stock (the “Earn-Out Shares”) held in an escrow account to be released only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021. (5) The number of Old LiveVox shares was determined from 1,000 shares of Old LiveVox common stock outstanding immediately prior to the closing of the Merger converted at the exchange ratio of 66,637 established in the Merger. |
Schedule of Total Cost of the Asset Acquisition | The following tables present the total cost of the asset acquisition and the allocation to the assets acquired and liabilities assumed based upon their relative fair value at the Asset Acquisition Date (dollars in thousands): Amount Cost of the asset acquisition Base purchase price $ 750 Contingent consideration 5,969 Direct transaction costs 284 Total cost of the asset acquisition $ 7,003 Amount Assets acquired Cash and cash equivalents $ 784 Restricted cash 826 Accounts receivable, net 696 Deposits and other 78 Property and equipment, net 76 Intangible assets, net: Customer relationships 5,600 Acquired workforce 380 Total assets acquired 8,440 Liabilities assumed Accounts payable 439 Accrued expenses and other 182 Short-term debt 816 Total liabilities assumed 1,437 Net identifiable assets acquired $ 7,003 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of information about accounts receivable, net, and contract liabilities from contracts with customers | The following table provides information about accounts receivable, net, and contract liabilities from contracts with customers. The Company did not have any contract assets as of December 31, 2022 and 2021 (dollars in thousands): December 31, 2022 December 31, 2021 Accounts receivable, net $ 21,447 $ 20,128 Contract liabilities, current (deferred revenue) 1,318 1,307 Contract liabilities, non-current (deferred revenue) 338 456 Changes in the contract liabilities balances are as follows (dollars in thousands): December 31, 2022 December 31, 2021 $ Change Contract liabilities (deferred revenue) $ 1,656 $ 1,763 $ (107) |
Marketable Securities - (Tables
Marketable Securities - (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investment In Debt Securities | The following table presents the amortized cost, gross unrealized gains and losses, and fair value of the Company’s debt securities at December 31, 2022 aggregated by major security type (dollars in thousands): Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value U.S. corporate securities $ 40,186 $ 4 $ (1,112) $ 39,078 U.S. government securities 1,479 — (2) 1,477 Asset-backed securities 7,181 8 (277) 6,912 Other debt securities 747 — (32) 715 Total available for sale securities 49,593 12 (1,423) 48,182 Total debt securities $ 49,593 $ 12 $ (1,423) $ 48,182 The following table presents the amortized cost, gross unrealized gains and losses, and fair value of the Company’s debt securities at December 31, 2021 aggregated by major security type (dollars in thousands): Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value U.S. corporate securities $ 39,370 $ 5 $ (154) $ 39,221 U.S. government securities 2,997 — (1) 2,996 Asset-backed securities 6,439 1 (22) 6,418 Other debt securities 745 — (6) 739 Total available for sale securities 49,551 6 (183) 49,374 Total debt securities $ 49,551 $ 6 $ (183) $ 49,374 The following table presents the amortized cost and fair value of the Company’s debt securities by contractual maturities at December 31, 2022 (dollars in thousands): As of December 31, 2022 Amortized Cost Fair Value Due in one year or less $ 19,064 $ 18,715 Due after one year through five years 30,529 29,467 Total available for sale securities 49,593 48,182 Total debt securities $ 49,593 $ 48,182 Proceeds from sales of debt securities and the associated gains and losses realized in earnings during the years ended December 31, 2022, 2021 and 2020 are listed below (dollars in thousands): Years Ended December 31, 2022 2021 2020 Available for sale debt securities: Proceeds from sales of debt securities $ 3,451 $ 1,250 $ — Gross realized gains $ — $ 4 $ — Gross realized losses (42) — — Net realized losses $ (42) $ 4 $ — |
Schedule of Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value | The following table presents the fair value and unrealized losses of the Company’s debt securities that are in unrealized loss positions and for which an OTTI has not been recognized in earnings at December 31, 2022 (dollars in thousands): In Unrealized Loss Position For In Unrealized Loss Position For Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss U.S. corporate securities $ 23,625 $ (464) $ 15,453 $ (648) U.S. government securities 995 (2) 482 — Asset-backed securities 1,034 (13) 5,878 (264) Other debt securities — — 715 (32) Total available for sale securities 25,654 (479) 22,528 (944) Total debt securities $ 25,654 $ (479) $ 22,528 $ (944) At December 31, 2021, the Company has determined that the unrealized losses were temporary in nature and did not consider any debt securities to be OTTI. The following table presents the fair value and unrealized losses of the Company’s debt securities that are in an unrealized loss position and for which an OTTI has not been recognized in earnings at December 31, 2021 (dollars in thousands): In Unrealized Loss Position For In Unrealized Loss Position For Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss U.S. corporate securities $ 35,961 $ (154) $ — $ — U.S. government securities 2,996 (1) — — Asset-backed securities 4,938 (22) — — Other debt securities 739 (6) — — Total available for sale securities 44,634 (183) — — Total debt securities $ 44,634 $ (183) $ — $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of estimated useful lives of property and equipment | Depreciation of property and equipment is provided using the straight-line method based on the following estimated useful lives: Years Computer equipment 3 - 5 Computer software 3 Furniture and fixtures 5 - 10 Leasehold improvements 5 Website development 2 Property and equipment consisted of the following at December 31, 2022 and 2021 (dollars in thousands): December 31, 2022 December 31, 2021 Computer software $ 426 $ 1,253 Computer equipment 3,408 9,063 Furniture and fixtures 1,736 1,181 Leasehold improvements 1,525 1,478 Total 7,095 12,975 Less: accumulated depreciation and amortization (4,477) (9,965) Property and equipment, net $ 2,618 $ 3,010 |
Goodwill and Identified Intan_2
Goodwill and Identified Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of estimated useful lives of identified intangible assets | The identified intangible assets are being amortized using the straight-line method based on the following estimated useful lives: Years Marketing-based 7 Technology-based 4 - 10 Customer-based 7 - 16 Trademark-based 4 Workforce-based 10 Cost Accumulated Carrying Weighted Average Marketing-based $ 1,400 $ (1,328) $ 72 0.96 Technology-based 18,300 (17,082) 1,218 1.25 Customer-based 27,700 (12,581) 15,119 7.38 Workforce-based 380 (134) 246 6.48 $ 47,780 $ (31,125) $ 16,655 Identified intangible assets consisted of the following at December 31, 2021 (dollars in thousands): Cost Accumulated Carrying Weighted Average Marketing-based $ 1,400 $ (1,253) $ 147 1.96 Technology-based 18,300 (15,791) 2,509 2.01 Customer-based 27,700 (10,506) 17,194 8.37 Workforce-based 380 (35) 345 9.10 $ 47,780 $ (27,585) $ 20,195 |
Schedule of future amortization of finite-lived intangible assets | Future amortization of identified intangible assets at December 31, 2022 is shown below (dollars in thousands): As of December 31, 2022 Amount 2023 $ 3,182 2024 2,321 2025 2,106 2026 2,088 2027 and beyond 6,958 Total future identified intangible asset amortization $ 16,655 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consisted of the following at December 31, 2022 and 2021 (dollars in thousands): December 31, 2022 December 31, 2021 Accrued bonuses $ 4,078 $ 3,580 Accrued paid time off 2,743 2,802 Accrued commissions 1,726 2,748 Principal and interest payable under the structured payable arrangement (1) 444 — Other accrued expenses 3,408 4,725 Total accrued expenses $ 12,399 $ 13,855 (1) In July 2022, the Company entered into a financing arrangement with a third-party intermediary to establish a structured payable arrangement related to the Company’s commercial insurance policy on directors and officers. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of lease cost | The components of lease expenses were as follows (dollars in thousands): Years Ended December 31, 2022 2021 2020 Operating lease cost $ 2,168 $ 2,059 $ 1,515 Finance lease cost: Amortization of right-of-use assets $ 15 $ 462 $ 534 Interest on lease liabilities 2 16 59 Total finance lease cost $ 17 $ 478 $ 593 Supplemental cash flow information related to leases was as follows (dollars in thousands): Years Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used in operating leases $ 2,351 $ 2,104 $ 1,608 Financing cash used in finance leases 28 408 810 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,261 $ 3,246 $ 997 Finance leases — — 74 |
Schedule of supplemental balance sheet information | Supplemental balance sheet information related to leases was as follows (dollars in thousands): December 31, December 31, Operating Leases Operating lease right-of-use assets $ 4,920 $ 5,483 Operating lease liabilities: Operating lease liabilities—current $ 1,655 $ 1,946 Operating lease liabilities—less current portion 3,649 4,046 Total operating lease liabilities $ 5,304 $ 5,992 Finance Leases Property and equipment, gross $ 74 $ 2,182 Less: accumulated depreciation and amortization (35) (1,621) Property and equipment, net $ 39 $ 561 Finance lease liabilities: Finance lease liabilities—current $ 11 $ 26 Finance lease liabilities—less current portion — 11 Total finance lease liabilities $ 11 $ 37 Weighted average remaining terms were as follows: December 31, December 31, Weighted average remaining lease term Operating Leases 3.77 years 3.58 years Finance Leases 0.42 years 1.67 years Weighted average discount rates were as follows: December 31, December 31, Weighted average discount rate Operating Leases 8.9 % 8.1 % Finance Leases 7.5 % 7.5 % |
Schedule of Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities were as follows (dollars in thousands): As of December 31, 2022 Operating Finance 2023 $ 1,904 $ 11 2024 1,201 — 2025 1,038 — 2026 996 — 2027 and beyond 508 — Total lease payments 5,647 11 Less: imputed interest (343) — Total $ 5,304 $ 11 |
Schedule of Finance Lease, Liability, Fiscal Year Maturity | Maturities of lease liabilities were as follows (dollars in thousands): As of December 31, 2022 Operating Finance 2023 $ 1,904 $ 11 2024 1,201 — 2025 1,038 — 2026 996 — 2027 and beyond 508 — Total lease payments 5,647 11 Less: imputed interest (343) — Total $ 5,304 $ 11 |
Borrowings Under Term Loan an_2
Borrowings Under Term Loan and Line of Credit (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | At December 31, 2022 and 2021, term loan borrowings were as follows (dollars in thousands): December 31, 2022 December 31, 2021 Total term loan obligations $ 54,567 $ 55,020 Less: current portion of term loan (982) (561) Long-term term loan obligations $ 53,585 $ 54,459 |
Schedule of principal maturities of long-term debt | Aggregate principal maturities of the term loan as of December 31, 2022 was as follows (dollars in thousands): As of December 31, 2022 Amount to Mature 2023 $ 982 2024 1,753 2025 52,158 Total $ 54,893 |
Schedule of debt | The net carrying amount of the liability component of the term loan was as follows (dollars in thousands): December 31, 2022 December 31, 2021 Principal $ 54,893 $ 55,454 Less: Unamortized issuance costs (326) (434) Net carrying amount $ 54,567 $ 55,020 |
Analysis of the Changes in Ac_2
Analysis of the Changes in Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive loss | Following is an analysis of the changes in accumulated other comprehensive loss, net of applicable taxes, at December 31, 2022 and 2021 (dollars in thousands): December 31, 2021 Foreign currency translation adjustment Net unrealized loss on marketable securities Total accumulated other comprehensive loss Balance, beginning of period $ (206) $ — $ (206) Other comprehensive loss (94) (177) (271) Balance, end of period $ (300) $ (177) $ (477) December 31, 2022 Foreign currency translation adjustment Net unrealized loss on marketable securities Total accumulated other comprehensive loss Balance, beginning of period $ (300) $ (177) $ (477) Other comprehensive loss (484) (1,235) (1,719) Balance, end of period $ (784) $ (1,412) $ (2,196) |
Schedule of Components of other comprehensive income (loss) | Components of other comprehensive income (loss) and related taxes for the years ended December 31, 2022, 2021 and 2020 are as follows (dollars in thousands): Years Ended December 31, 2022 2021 2020 Before tax Tax effect Net of tax Before tax Tax effect Net of tax Before tax Tax effect Net of tax Foreign currency translation adjustment $ (473) $ 11 $ (484) $ (94) $ — $ (94) $ 11 $ (1) $ 12 Net unrealized loss on marketable securities (1,208) 27 (1,235) (177) — (177) — — — Total other comprehensive income (loss) $ (1,681) $ 38 $ (1,719) $ (271) $ — $ (271) $ 11 $ (1) $ 12 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock-based compensation by award | MIU activities for the years ended December 31, 2022, 2021 and 2020 are summarized as follows (in thousands, except for per share data): Number of Shares Weighted-average Grant Date Fair Value (per share) Weighted-average Remaining Contractual Term (1) Outstanding at December 31, 2019 3,518 $ 0.79 Granted — — Vested — — Forfeited — — Outstanding at December 31, 2020 3,518 $ 0.79 Granted — — Vested (704) 0.79 Forfeited — — Outstanding at December 31, 2021 2,814 $ 0.79 Granted — — Vested (739) 0.79 Forfeited (179) 0.79 Outstanding at December 31, 2022 1,896 $ 0.79 1.00 year (1) The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding by the end of the reporting period. Employee RSU activities for the years ended December 31, 2022, 2021 and 2020 are summarized as follows (in thousands, except for per share data): Equity-classified RSUs - employee (1) Number of Shares Weighted-average Grant Date Fair Value (per share) Weighted-average Remaining Contractual Term (2) Outstanding at December 31, 2019 — $ — Granted — — Vested — — Forfeited — — Outstanding at December 31, 2020 — $ — Granted 5,072 6.44 Vested — — Forfeited (110) 6.33 Outstanding at December 31, 2021 4,962 $ 6.44 Granted 5,476 2.69 Vested (1,629) 6.43 Forfeited (699) 5.44 Outstanding at December 31, 2022 8,110 $ 4.00 1.53 years (1) Represents awards granted to employees, executives and directors of the Company. Nonemployee RSU activities for the years ended December 31, 2022, 2021 and 2020 are summarized as follows (in thousands, except for per share data): Equity-classified RSUs - nonemployee (1) Number of Shares Weighted-average Grant Date Fair Value (per share) Weighted-average Remaining Contractual Term (2) Outstanding at December 31, 2019 — $ — Granted — — Vested — — Forfeited — — Outstanding at December 31, 2020 — $ — Granted 20 6.51 Vested — — Forfeited — — Outstanding at December 31, 2021 20 $ 6.51 Granted 17 2.42 Vested (7) 6.30 Forfeited (11) 6.51 Outstanding at December 31, 2022 19 $ 2.91 1.51 years (1) Represents awards granted to eligible consultants of the Company. (2) The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding by the end of the reporting period. December 31, 2022 December 31, 2021 Stock price $ 4.94 $ 6.13 Measurement period 30.00 years 30.00 years Expected volatility 47.50 % 47.50 % Risk-free rate 2.24 % 1.89 % Vesting hurdle 1 $ 12.50 $ 12.50 Vesting hurdle 2 $ 15.00 $ 15.00 Vesting hurdle 3 $ 17.50 $ 17.50 PSU activities for the years ended December 31, 2022, 2021 and 2020 are summarized as follows (in thousands, except for per share data): Equity-classified PSUs - employee (1) Number of Shares Weighted-average Grant Date Fair Value (per share) Weighted-average Remaining Contractual Term (2) Outstanding at December 31, 2019 — $ — Granted — — Vested — — Forfeited — — Outstanding at December 31, 2020 — $ — Granted 1,612 6.50 Vested — — Forfeited — — Outstanding at December 31, 2021 1,612 $ 6.50 Granted 125 4.94 Vested — — Forfeited (30) 6.51 Outstanding at December 31, 2022 1,707 $ 6.39 9.93 years (1) Represents awards granted to employees and executives of the Company. (2) The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding by the end of the reporting period. |
Schedule of stock-based compensation expense | The following tables present the Company’s stock-based compensation expense by financial statement line item and by award type for the years ended December 31, 2022, 2021 and 2020 (dollars in thousands): Years Ended December 31, 2022 2021 2020 Cost of revenue $ 1,275 $ 500 $ 57 Sales and marketing expense 2,934 865 113 General and administrative expense 4,012 1,169 273 Research and development expense 4,021 1,371 113 Total stock-based compensation $ 12,242 $ 3,905 $ 556 Years Ended December 31, 2022 2021 2020 Equity-classified awards: MIUs $ 527 $ 556 $ 556 RSUs - employee 10,623 2,949 — RSUs - nonemployee 34 12 — PSUs - employee 1,058 388 — Total equity-classified awards 12,242 3,905 556 Total stock-based compensation $ 12,242 $ 3,905 $ 556 There were no income tax benefits recognized for the year ended December 31, 2022, related to tax deductions from RSU awards vesting in 2022. Due to the Company’s net operating loss, the related tax deductions result in deferred tax assets that are fully offset with a valuation allowance. None of the RSUs vested during the years ended December 31, 2021 and 2020, and, therefore, there were no income tax benefits recognized during those periods. As of December 31, 2022, unrecognized stock-based compensation expense related to nonvested awards by award type and their expected weighted-average recognition periods are summarized in the following table (dollars in thousands): Unrecognized Stock-based Compensation Expense Weighted-average Recognition Period (1) Equity-classified awards: MIUs $ 999 2.00 years RSUs - employee 29,309 2.90 years RSUs - nonemployee 52 3.14 years PSUs - employee 9,461 9.93 years Total equity-classified awards 39,821 Total unrecognized stock-based compensation $ 39,821 (1) The weighted-average recognition period is calculated as the sum of the weighted remaining period to recognize expense for nonvested awards divided by the sum of the shares that are expected to vest for all awards that have not vested or expired by the end of the reporting period. For awards for which the straight-line method is used for expense recognition, the remaining recognition period is the amount of time between the end of the reporting period and the end of the entire award. For awards for which the accelerated attribution method is used for expense recognition, the remaining recognition period is the amount of time between the end of the reporting period and the end of each separately vesting portion of the award. |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of revenue by geographic area | Disaggregation of Revenue The following table disaggregates the Company’s revenue by geographic area for the years ended December 31, 2022, 2021 and 2020 (dollars in thousands): Years Ended December 31, 2022 2021 2020 United States $ 126,128 $ 111,836 $ 97,034 Americas (excluding United States) 3,856 2,808 1,870 Asia 5,921 4,450 3,509 Europe 120 137 132 Total revenue $ 136,025 $ 119,231 $ 102,545 |
Schedule of property and equipment, net by location | The following table summarizes total property and equipment, net in the respective locations at December 31, 2022 and 2021 (dollars in thousands): December 31, 2022 December 31, 2021 United States $ 1,291 $ 1,989 Americas (excluding United States) 309 367 Asia 1,018 654 Property and equipment, net $ 2,618 $ 3,010 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The following table summarizes the components of pre-tax income (loss) as either domestic or foreign for the years ended December 31, 2022, 2021 and 2020 (dollars in thousands): Years Ended December 31, 2022 2021 2020 United States $ (38,642) $ (104,028) $ (5,038) Foreign 1,984 1,000 589 Total pre-tax loss $ (36,658) $ (103,028) $ (4,449) The provision for income taxes charged to operations consisted of the following for the years ended December 31, 2022, 2021 and 2020 (dollars in thousands): Years Ended December 31, 2022 2021 2020 Current tax expense: Federal $ — $ — $ (2) State 58 47 8 Foreign 762 310 317 Total current tax expense 820 357 323 Deferred tax expense: Federal 11 3 2 State (13) (186) (124) Foreign (1) (8) (5) Total deferred tax benefit (3) (191) (127) Provision for income taxes $ 817 $ 166 $ 196 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the Company’s federal statutory tax rate and its effective tax rate for the years ended December 31, 2022, 2021 and 2020 is as follows: Years Ended December 31, 2022 2021 2020 Federal statutory tax rate 21.00 % 21.00 % 21.00 % State tax, net of federal benefit 6.71 % 3.01 % 3.93 % Meals and entertainment (0.14) % (0.11) % (1.07) % Global intangible low-taxed income inclusion 0.00 % (0.07) % (2.41) % Nondeductible stock-based compensation (3.81) % (0.11) % (2.83) % Nondeductible compensation 0.00 % (2.15) % 0.00 % Transaction costs 0.00 % (2.61) % 0.00 % Prior year provision to return true-up 13.46 % 0.16 % (2.13) % Change in valuation allowance (38.50) % (19.20) % (18.90) % Foreign tax differential and permanent items (0.99) % (0.07) % (2.27) % Other 0.01 % (0.01) % (0.08) % Effective tax rate (2.26) % (0.16) % (4.76) % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities consisted of the following at December 31, 2022 and 2021 (dollars in thousands): December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss carryforward $ 33,370 $ 26,828 SPAC transaction 885 944 Compensation accruals 552 1,326 Share based compensation 1,313 807 Foreign tax credits — 487 Bad debt reserve 365 319 Interest expense limitation 1,918 1,080 Lease liability 1,328 1,489 R&D expenditures capitalization 5,195 — Other intangibles amortization 259 — Other 630 398 Total deferred tax assets 45,815 33,678 Deferred tax liabilities: Capitalized commissions (2,636) (2,346) Right-of-use asset (1,232) (1,363) Other intangibles amortization — (2,447) Other (465) (274) Total deferred tax liabilities (4,333) (6,430) Net deferred tax assets before valuation allowance 41,482 27,248 Valuation allowance (41,481) (27,250) Net deferred tax assets (liabilities) $ 1 $ (2) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of assets and liabilities measured on a non-recurring basis | The following table sets forth the fair value of the Company’s assets and liabilities at December 31, 2022 (dollars in thousands): Level 1 Level 2 Level 3 Totals Cash and cash equivalents $ 20,742 $ — $ — $ 20,742 Marketable securities—available for sale debt securities — 48,182 — 48,182 Total assets $ 20,742 $ 48,182 $ — $ 68,924 Term loan $ — $ 54,567 $ — $ 54,567 Finance lease obligations — 11 — 11 Warrant liability—Forward Purchase Warrants — — 633 633 Total liabilities $ — $ 54,578 $ 633 $ 55,211 The following table sets forth the fair value of the Company’s assets and liabilities at December 31, 2021 (dollars in thousands): Level 1 Level 2 Level 3 Totals Cash and cash equivalents $ 47,217 $ — $ — $ 47,217 Restricted cash 100 — — 100 Marketable securities—available for sale debt securities — 49,374 — 49,374 Total assets $ 47,317 $ 49,374 $ — $ 96,691 Term loan $ — $ 55,020 $ — $ 55,020 Finance lease obligations — 37 — 37 Warrant liability—Forward Purchase Warrants — — 767 767 Total liabilities $ — $ 55,057 $ 767 $ 55,824 |
Schedule of valuation assumptions | The following table provides quantitative information regarding assumptions used in the Black Scholes option-pricing model to determine the fair value of the Forward Purchase Warrants: December 31, 2022 December 31, 2021 Stock price $ 2.97 $ 5.15 Exercise price $ 11.50 $ 11.50 Contractual term 3.50 years 4.50 years Expected volatility 77.50% 47.50% Risk-free rate 4.20% 1.20% Dividend yield 0.00% 0.00% |
Schedule of changes in fair value of level 3 liabilities | The changes in fair value of the Level 3 liabilities are as follows (dollars in thousands): December 31, 2022 December 31, 2021 Balance, beginning of period $ 767 $ 286 VCIP/OBIP payments — (286) Closing-date fair value of warrant liability — 2,008 Changes in fair value of warrant liability (134) (1,241) Balance, end of period $ 633 $ 767 |
Basic and Diluted Loss Per Sh_2
Basic and Diluted Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of loss per share | The computation of loss per share and weighted average shares of the Company’s common stock outstanding for the years ended December 31, 2022, 2021 and 2020 are as follows (in thousands, except per share data): Years Ended December 31, 2022 2021 2020 Numerator: Loss attributable to common stockholders—basic and diluted $ (37,475) $ (103,194) $ (4,645) Denominator: Weighted average shares outstanding—basic and diluted 92,003 79,964 66,637 Loss per share: Basic and diluted $ (0.41) $ (1.29) $ (0.07) |
Schedule of antidilutive securities excluded from the computation of earnings per share | The following outstanding common stock equivalents were either considered antidilutive or were contingently issuable upon the resolution of their contingencies, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented (in thousands): Years Ended December 31, 2022 2021 2020 Earn-Out Shares (1) 5,000 5,000 — Lock-Up Shares (2) 2,544 2,544 — Finders Agreement Shares (3) 1,644 1,644 — Warrants to purchase common stock 13,333 13,333 — Shares withheld to cover employees’ withholding taxes upon vesting of RSUs 385 — — Unvested RSUs 8,129 4,981 — Unvested PSUs 1,707 1,612 — Total 32,742 29,114 — (1) As additional consideration payable to the LiveVox Stockholder, the Company issued 5,000,000 shares of Class A common stock (the “Earn-Out Shares”) held in an escrow account to be released only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021. No contingent consideration shares were issued or released during the years ended December 31, 2022, 2021 and 2020. (2) Represents 2,543,750 shares of converted Class A common stock held by the SPAC sponsor and certain independent directors (the “Lock-Up Shares”) immediately following the closing, which were placed in an escrow account to be subject to release only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021. No contingent consideration shares were issued or released during the years ended December 31, 2022, 2021 and 2020. (3) Represents 1,643,750 shares of Class A common stock (the “Finders Agreement Shares”) to be issued only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021, pursuant to the terms of the Finders Agreement. No contingent consideration shares were issued during the years ended December 31, 2022, 2021 and 2020. |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | The following table summarizes the restructuring charges for the year ended December 31, 2022 by major type of cost associated with the implementation of the 2022 Restructuring Plan and by financial statement line item (dollars in thousands): Employee severance and termination benefits Total Cost of revenue $ 400 $ 400 Sales and marketing expense 147 147 General and administrative expense — — Research and development expense 5 5 Total restructuring charges $ 552 $ 552 The following table summarizes the changes in the liability for restructuring charges related to the 2022 Restructuring Plan (dollars in thousands): Employee severance and termination benefits Total Liability as of December 31, 2021 $ — $ — Charges 552 552 Cash payments (552) (552) Non-cash and other adjustments — — Liability as of December 31, 2022 $ — $ — Total amount incurred in connection with the 2022 Restructuring Plan $ 552 $ 552 |
Organization (Details)
Organization (Details) - Subsidiaries | Dec. 31, 2022 subsidiary |
LiveVox, Inc. | |
Class of Stock [Line Items] | |
Number of operating subsidiaries | 4 |
LiveVox Private Solutions, LTD | LiveVox, Inc. | |
Class of Stock [Line Items] | |
Ownership percentage | 99.99% |
LiveVox Private Solutions, LTD | LiveVox International, Inc. | |
Class of Stock [Line Items] | |
Ownership percentage | 0.01% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |||||||||||
Jun. 18, 2021 USD ($) $ / shares shares | Dec. 19, 2019 recipient shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 | Feb. 11, 2022 USD ($) | Jan. 01, 2022 | Aug. 02, 2021 USD ($) | Jun. 16, 2021 shares | Jan. 13, 2021 $ / shares shares | Mar. 07, 2019 shares | |
Debt Instrument [Line Items] | ||||||||||||
Net cash proceeds from Merger and PIPE financing | $ 157,606,000 | $ 157,600,000 | ||||||||||
Fair Value | 48,182,000 | $ 49,374,000 | ||||||||||
Cash equivalents | 0 | 0 | ||||||||||
Restricted cash | $ 0 | 100,000 | ||||||||||
Restricted cash, temporary retention period | 1 month 15 days | |||||||||||
Allowance for doubtful accounts | $ 1,500,000 | 1,300,000 | $ 1,300,000 | |||||||||
Accounts receivable recoveries | 0 | 0 | ||||||||||
Bad debt expense | 535,000 | 195,000 | 636,000 | |||||||||
Accounts receivable, writeoffs | 600,000 | 200,000 | 300,000 | |||||||||
Goodwill impairment charge | 0 | 0 | 0 | |||||||||
Impairment of long-lived assets | $ 0 | 0 | 0 | |||||||||
Deferred sales commission, amortization period | 5 years | |||||||||||
Amortization of deferred sales commissions | $ 3,166,000 | 2,052,000 | 1,259,000 | |||||||||
Deferred sales commission, impairment loss | 0 | 0 | 0 | |||||||||
Capitalized advertising | 0 | 0 | 0 | |||||||||
Advertising expense | 2,400,000 | 1,200,000 | 600,000 | |||||||||
Capitalized software development costs related to internal-use software | $ 0 | $ 0 | $ 0 | |||||||||
Number of recipients | recipient | 12 | |||||||||||
Number of warrants outstanding (in shares) | shares | 13,333,328 | |||||||||||
Number of common shares called by each warrant (in shares) | shares | 1 | 1 | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||||||
Letter of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 300,000 | |||||||||||
Amended Credit Facility Effective December 2019 | PNC Bank | Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 57,600,000 | |||||||||||
Amended Credit Facility Effective February 2018 | PNC Bank | Line of Credit | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 5,000,000 | |||||||||||
Amended Credit Facility Effective February 2018 | PNC Bank | Line of Credit | Letter of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 1,500,000 | |||||||||||
2021 Equity Incentive Plan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of potential award units (in shares) | shares | 14,682,036 | 9,770,000 | ||||||||||
Percent of shares outstanding | 5% | |||||||||||
Unvested RSUs | Employee | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Weighted-average recognition period | 2 years 10 months 24 days | |||||||||||
Tax withholding obligation | shares | 384,855 | |||||||||||
MIUs | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Weighted-average recognition period | 2 years | |||||||||||
MIUs | Management Incentive Unit Program | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of units issued (in shares) | shares | 3,518,096 | |||||||||||
Percent vested each anniversary | 20% | |||||||||||
Weighted-average recognition period | 5 years | |||||||||||
Vesting period | 5 years | |||||||||||
Private Warrants | Crescent | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued (in shares) | shares | 7,000,000 | |||||||||||
Public Warrant | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of warrants outstanding (in shares) | shares | 12,499,995 | |||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.01 | |||||||||||
Public Warrant | Crescent | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued (in shares) | shares | 12,499,995 | |||||||||||
Forward Purchase Warrant | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Warrants issued (in shares) | shares | 833,333 | |||||||||||
Number of warrants outstanding (in shares) | shares | 833,333 | |||||||||||
Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Typical contract term | 1 year | |||||||||||
Payment term | 10 days | |||||||||||
Minimum | Unvested RSUs | Employee | 2021 Equity Incentive Plan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Vesting period | 1 year | |||||||||||
Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Typical contract term | 3 years | |||||||||||
Payment term | 60 days | |||||||||||
Maximum | Unvested RSUs | Employee | 2021 Equity Incentive Plan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Vesting period | 6 years | |||||||||||
Accounts Payable Benchmark | Supplier Concentration Risk | One Supplier | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Concentration risk, percentage | 38% | 43% | ||||||||||
Revenue Benchmark | Professional Service | Professional Services | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Concentration risk, percentage | 1% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Computer software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Website development | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 2 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Finite Lived Intangible Assets Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Marketing-based | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 7 years |
Technology-based | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 4 years |
Technology-based | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 10 years |
Customer-based | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 7 years |
Customer-based | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 16 years |
Trademark-based | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 4 years |
Workforce-based | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 10 years |
Acquisitions - Reverse Recapita
Acquisitions - Reverse Recapitalization (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |||
Value of shares issued to company stockholders | $ 666,400 | ||
Value per share issued to company stockholders (in dollars per share) | $ 10 | ||
Net cash proceeds from Merger and PIPE financing | $ 157,606 | $ 157,600 | |
Shares of newly issued Class A common stock in connection with Closing (in shares) | 74,962,092 | ||
Common stock, shares outstanding (in shares) | 87,084,637 | 92,729,127 | 90,696,977 |
Incurred direct and incremental transaction costs | $ 4,500 | $ 2,600 | |
Total transaction costs expensed as incurred | 2,000 | ||
Transaction costs expensed as incurred | $ 1,300 |
Acquisitions - Schedule of Reve
Acquisitions - Schedule of Reverse Recapitalization (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jun. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash proceeds from Crescent | ||||
Crescent’s cash in trust account | $ 253,395 | |||
Crescent’s cash and cash equivalents | 20 | |||
Less: redemptions | (155,372) | |||
Cash proceeds from PIPE Investment | 75,000 | |||
Cash proceeds from Forward Purchase Agreement | 25,000 | |||
Less: Cash payments to escrow | (2,000) | |||
Less: Cash payments to stockholder representative expense holdback | (100) | |||
Less: Cash payments of direct and incremental Merger transaction costs | (36,252) | |||
Net cash proceeds from Merger and PIPE financing reflected as financing cash flows | 159,691 | $ 0 | $ 159,691 | $ 0 |
Cash payments of indirect or non-incremental Merger transaction costs | (2,085) | |||
Net cash proceeds from Merger and PIPE financing reflected as operating cash flows | (2,085) | |||
Net cash proceeds from Merger and PIPE financing | 157,606 | $ 157,600 | ||
Merger transaction costs not impacting additional paid-in capital | 2,085 | |||
Non-cash VCIP/OBIP stock bonus | 32,637 | |||
Non-cash net assets assumed from Crescent | 36 | |||
Non-cash offering cost associated with warrant liability | 41 | |||
Less: warrant liability | (2,008) | |||
Net contribution from Merger and PIPE financing | $ 190,397 | |||
Class A common stock issued (in shares) | 7,500,000 | |||
Per share price on the Closing Date (in dollars per share) | $ 10 | |||
Class A Common Stock, Forward Purchase Agreement | ||||
Cash proceeds from Crescent | ||||
Class A common stock issued (in shares) | 2,500,000 | |||
Per share price on the Closing Date (in dollars per share) | $ 10 |
Acquisitions - Schedule of Shar
Acquisitions - Schedule of Shares Outstanding (Details) | 12 Months Ended | ||||||
Jul. 19, 2022 shares | Jun. 18, 2021 shares | Dec. 31, 2021 shares | Dec. 31, 2022 shares | Jun. 17, 2021 shares | Dec. 31, 2020 shares | Dec. 31, 2019 shares | |
Schedule of Reverse Recapitalization [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 87,084,637 | 90,696,977 | 92,729,127 | ||||
Class A common stock issued (in shares) | 7,500,000 | ||||||
Conversion ratio of common stock | 1 | ||||||
Common stock converted (in shares) | 66,637,000 | ||||||
Shares of newly issued Class A common stock in connection with Closing (in shares) | 74,962,092 | ||||||
Common stock, shares outstanding including shares held in escrow (in shares) | 94,629,000 | 98,240,727 | 100,272,877 | ||||
Earn-out period | 7 years | ||||||
Exchange ratio | 66,637 | ||||||
Common Stock | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Shares of newly issued Class A common stock in connection with Closing (in shares) | 24,060,000 | ||||||
Number of shares outstanding (in shares) | 90,697,000 | 92,729,000 | 66,637,000 | 66,637,000 | |||
Previously Reported | Common Stock | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Number of shares outstanding (in shares) | 90,697,000 | 1,000 | 1,000 | 1,000 | |||
Sponsor Members | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Earn-Out Shares placed into an escrow account (in shares) | 2,543,750 | ||||||
Common Shareholders | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Earn-Out Shares placed into an escrow account (in shares) | 5,000,000 | ||||||
Class A Common Stock, Private Placement | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Class A common stock issued (in shares) | 7,500,000 | ||||||
Class A Common Stock, Forward Purchase Agreement | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Class A common stock issued (in shares) | 2,500,000 | ||||||
Class A common stock, par value $0.0001 per share | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Class A common stock issued (in shares) | 781,250 | ||||||
Common stock converted (in shares) | 6,250,000 | ||||||
Common Class F | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Less: cancellation of Class F common stock of Crescent (in shares) | (2,925,000) | ||||||
Escrowed Shares | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Earn-Out Shares placed into an escrow account (in shares) | (7,544,000) | ||||||
Lock-Up Shares | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Earn-Out Shares placed into an escrow account (in shares) | 2,543,750 | ||||||
Earn-Out Shares | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Earn-Out Shares placed into an escrow account (in shares) | 5,000,000 | ||||||
Crescent | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 24,988,000 | ||||||
Less: Redemption of Crescent Class A common stock (in shares) | (15,321,000) | ||||||
Shares of Crescent common stock prior to Closing (in shares) | 19,667,000 |
Acquisitions - Business Phone A
Acquisitions - Business Phone Asset Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Feb. 05, 2021 | Dec. 16, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Workforce-based | ||||
Asset Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 10 years | |||
Engage Holdings, LLC (d/b/a "BusinessPhone.com") | ||||
Asset Acquisition [Line Items] | ||||
Total cost of asset acquisition | $ 7,000 | $ 7,400 | ||
Total cost of asset acquisition | 7,003 | |||
Contingent consideration | 5,969 | |||
Accrued contingent consideration | $ 0 | |||
Engage Holdings, LLC (d/b/a "BusinessPhone.com") | Customer relationships | ||||
Asset Acquisition [Line Items] | ||||
Intangible assets, net: | $ 5,600 | |||
Finite-lived intangible asset, useful life | 10 years | |||
Engage Holdings, LLC (d/b/a "BusinessPhone.com") | Workforce-based | ||||
Asset Acquisition [Line Items] | ||||
Intangible assets, net: | $ 380 | |||
Finite-lived intangible asset, useful life | 10 years | |||
SpeechIQ LLC | ||||
Asset Acquisition [Line Items] | ||||
Contingent consideration transferred | $ 1,100 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Asset Acquisition (Details) - Engage Holdings, LLC (d/b/a "BusinessPhone.com") $ in Thousands | Feb. 05, 2021 USD ($) |
Cost of the asset acquisition | |
Base purchase price | $ 750 |
Contingent consideration | 5,969 |
Direct transaction costs | 284 |
Total cost of the asset acquisition | 7,003 |
Assets acquired | |
Cash and cash equivalents | 784 |
Restricted cash | 826 |
Accounts receivable, net | 696 |
Deposits and other | 78 |
Property and equipment, net | 76 |
Total assets acquired | 8,440 |
Liabilities assumed | |
Accounts payable | 439 |
Accrued expenses and other | 182 |
Short-term debt | 816 |
Total liabilities assumed | 1,437 |
Net identifiable assets acquired | 7,003 |
Customer relationships | |
Assets acquired | |
Intangible assets, net: | 5,600 |
Acquired workforce | |
Assets acquired | |
Intangible assets, net: | $ 380 |
Revenue - Contract Details (Det
Revenue - Contract Details (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract assets | $ 0 | $ 0 |
Accounts receivable, net | 21,447,000 | 20,128,000 |
Contract liabilities, current (deferred revenue) | 1,318,000 | 1,307,000 |
Contract liabilities, non-current (deferred revenue) | $ 338,000 | $ 456,000 |
Revenue - Changes in Contract (
Revenue - Changes in Contract (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Change in Contract Liabilities Balance [Roll Forward] | |||
Contract liabilities (deferred revenue) December 31, 2022 | $ 1,763 | ||
Contract liabilities (deferred revenue) December 31, 2021 | 1,656 | $ 1,763 | |
Deferred revenue | $ (107) | $ 385 | $ 579 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue recognized which was included in the deferred revenue balance at the beginning of the period | $ 1.5 | $ 1.2 |
Remaining amount of performance obligation | $ 173.1 | |
Minimum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Typical contract term | 1 year | |
Maximum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Typical contract term | 3 years | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining amount of performance obligation | $ 90.6 | |
Expected timing of satisfaction | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining amount of performance obligation | $ 82.5 | |
Expected timing of satisfaction | 54 months |
Marketable Securities - Amortiz
Marketable Securities - Amortized Cost, Gross Unrealized Gains and Losses and Fair Value of Debt Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 49,593 | $ 49,551 |
Gross Unrealized Gain | 12 | 6 |
Gross Unrealized Loss | (1,423) | (183) |
Fair Value | 48,182 | 49,374 |
U.S. corporate securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 40,186 | 39,370 |
Gross Unrealized Gain | 4 | 5 |
Gross Unrealized Loss | (1,112) | (154) |
Fair Value | 39,078 | 39,221 |
U.S. government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,479 | 2,997 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | (2) | (1) |
Fair Value | 1,477 | 2,996 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 7,181 | 6,439 |
Gross Unrealized Gain | 8 | 1 |
Gross Unrealized Loss | (277) | (22) |
Fair Value | 6,912 | 6,418 |
Other debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 747 | 745 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | (32) | (6) |
Fair Value | $ 715 | $ 739 |
Marketable Securities - Maturit
Marketable Securities - Maturity of Debt Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Amortized Cost | ||
Due in one year or less | $ 19,064 | |
Due after one year through five years | 30,529 | |
Amortized Cost | 49,593 | $ 49,551 |
Fair Value | ||
Due in one year or less | 18,715 | |
Due after one year through five years | 29,467 | |
Fair Value | $ 48,182 | $ 49,374 |
Marketable Securities - Proceed
Marketable Securities - Proceeds from Sales of Debt Securities and the Associated Gains and Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Available for sale debt securities: | |||
Proceeds from sales of debt securities | $ 3,451 | $ 1,250 | $ 0 |
Gross realized gains | 0 | 4 | 0 |
Gross realized losses | (42) | 0 | 0 |
Net realized losses | $ (42) | $ 4 | $ 0 |
Marketable Securities - Narrati
Marketable Securities - Narrative (Details) | Dec. 31, 2022 position |
Investments, Debt and Equity Securities [Abstract] | |
Number of positions | 83 |
Marketable Securities - Unreali
Marketable Securities - Unrealized Loss Position (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
AFS, Less than 12 months, Fair Value | $ 25,654 | $ 44,634 |
AFS, Less than 12 months, Gross Unrealized losses | (479) | (183) |
AFS, 12 months or longer, Fair Value | 22,528 | 0 |
AFS, 12 months or longer, Gross Unrealized Losses | (944) | 0 |
Total available for sale securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
AFS, Less than 12 months, Fair Value | 25,654 | 44,634 |
AFS, Less than 12 months, Gross Unrealized losses | (479) | (183) |
AFS, 12 months or longer, Fair Value | 22,528 | 0 |
AFS, 12 months or longer, Gross Unrealized Losses | (944) | 0 |
U.S. corporate securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
AFS, Less than 12 months, Fair Value | 23,625 | 35,961 |
AFS, Less than 12 months, Gross Unrealized losses | (464) | (154) |
AFS, 12 months or longer, Fair Value | 15,453 | 0 |
AFS, 12 months or longer, Gross Unrealized Losses | (648) | 0 |
U.S. government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
AFS, Less than 12 months, Fair Value | 995 | 2,996 |
AFS, Less than 12 months, Gross Unrealized losses | (2) | (1) |
AFS, 12 months or longer, Fair Value | 482 | 0 |
AFS, 12 months or longer, Gross Unrealized Losses | 0 | 0 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
AFS, Less than 12 months, Fair Value | 1,034 | 4,938 |
AFS, Less than 12 months, Gross Unrealized losses | (13) | (22) |
AFS, 12 months or longer, Fair Value | 5,878 | 0 |
AFS, 12 months or longer, Gross Unrealized Losses | (264) | 0 |
Other debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
AFS, Less than 12 months, Fair Value | 0 | 739 |
AFS, Less than 12 months, Gross Unrealized losses | 0 | (6) |
AFS, 12 months or longer, Fair Value | 715 | 0 |
AFS, 12 months or longer, Gross Unrealized Losses | $ (32) | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment, gross | $ 7,095 | $ 12,975 | $ 7,095 | $ 12,975 | |
Less: accumulated depreciation and amortization | (4,477) | (9,965) | (4,477) | (9,965) | |
Property and equipment, net | 2,618 | 3,010 | 2,618 | 3,010 | |
Property and equipment disposed | 8,300 | 8,300 | |||
Depreciation and amortization | 1,183 | 2,106 | $ 1,876 | ||
Amortization expense | 0 | 0 | 100 | 200 | 200 |
Computer software | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment, gross | 426 | 1,253 | 426 | 1,253 | |
Computer equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment, gross | 3,408 | 9,063 | 3,408 | 9,063 | |
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment, gross | 1,736 | 1,181 | 1,736 | 1,181 | |
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Total property and equipment, gross | $ 1,525 | $ 1,478 | 1,525 | 1,478 | |
Property, Plant and Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization | $ 1,200 | $ 2,100 | $ 1,900 |
Goodwill and Identified Intan_3
Goodwill and Identified Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill impairment charge | $ 0 | $ 0 | $ 0 |
Change in goodwill | 0 | 0 | |
Amortization of identified intangible assets | $ 3,541,000 | $ 4,473,000 | $ 4,189,000 |
Goodwill and Identified Intan_4
Goodwill and Identified Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 47,780 | $ 47,780 |
Accumulated Amortization | (31,125) | (27,585) |
Carrying Amount | 16,655 | 20,195 |
Marketing-based | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,400 | 1,400 |
Accumulated Amortization | (1,328) | (1,253) |
Carrying Amount | $ 72 | $ 147 |
Weighted Average Remaining Life (In Years) | 11 months 15 days | 1 year 11 months 15 days |
Technology-based | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 18,300 | $ 18,300 |
Accumulated Amortization | (17,082) | (15,791) |
Carrying Amount | $ 1,218 | $ 2,509 |
Weighted Average Remaining Life (In Years) | 1 year 3 months | 2 years 3 days |
Customer-based | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 27,700 | $ 27,700 |
Accumulated Amortization | (12,581) | (10,506) |
Carrying Amount | $ 15,119 | $ 17,194 |
Weighted Average Remaining Life (In Years) | 7 years 4 months 17 days | 8 years 4 months 13 days |
Acquired workforce | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 380 | $ 380 |
Accumulated Amortization | (134) | (35) |
Carrying Amount | $ 246 | $ 345 |
Weighted Average Remaining Life (In Years) | 6 years 5 months 23 days | 9 years 1 month 6 days |
Goodwill and Identified Intan_5
Goodwill and Identified Intangible Assets - Schedule of Future Amortization of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023 | $ 3,182 | |
2024 | 2,321 | |
2025 | 2,106 | |
2026 | 2,088 | |
2027 and beyond | 6,958 | |
Carrying Amount | $ 16,655 | $ 20,195 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued bonuses | $ 4,078 | $ 3,580 |
Accrued paid time off | 2,743 | 2,802 |
Accrued commissions | 1,726 | 2,748 |
Principal and interest payable under the structured payable arrangement | 444 | 0 |
Other accrued expenses | 3,408 | 4,725 |
Total accrued expenses | $ 12,399 | $ 13,855 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 lease | |
Lessee, Lease, Description [Line Items] | |
Number of operating leases | 0 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term of leases | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term of leases | 6 years |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease cost | $ 2,168 | $ 2,059 | $ 1,515 |
Finance lease cost: | |||
Amortization of right-of-use assets | 15 | 462 | 534 |
Interest on lease liabilities | 2 | 16 | 59 |
Total finance lease cost | $ 17 | $ 478 | $ 593 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash used in operating leases | $ 2,351 | $ 2,104 | $ 1,608 |
Financing cash used in finance leases | 28 | 408 | 810 |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | 1,261 | 3,246 | 997 |
Finance leases | $ 0 | $ 0 | $ 74 |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
Operating lease right-of-use assets | $ 4,920 | $ 5,483 |
Operating lease liabilities: | ||
Operating lease liabilities—current | 1,655 | 1,946 |
Operating lease liabilities—less current portion | 3,649 | 4,046 |
Total operating lease liabilities | 5,304 | 5,992 |
Finance Leases | ||
Property and equipment, gross | 74 | 2,182 |
Less: accumulated depreciation and amortization | (35) | (1,621) |
Property and equipment, net | 39 | 561 |
Finance lease liabilities: | ||
Finance lease liabilities—current | 11 | 26 |
Finance lease liabilities—less current portion | 0 | 11 |
Total finance lease liabilities | $ 11 | $ 37 |
Weighted average remaining lease term | ||
Operating Leases | 3 years 9 months 7 days | 3 years 6 months 29 days |
Finance Leases | 5 months 1 day | 1 year 8 months 1 day |
Weighted average discount rate | ||
Operating Leases | 8.90% | 8.10% |
Finance Leases | 7.50% | 7.50% |
Leases - Schedule of Lease Liab
Leases - Schedule of Lease Liability Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2023 | $ 1,904 | |
2024 | 1,201 | |
2025 | 1,038 | |
2026 | 996 | |
2027 and beyond | 508 | |
Total lease payments | 5,647 | |
Less: imputed interest | (343) | |
Total | 5,304 | $ 5,992 |
Finance Leases | ||
2023 | 11 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 and beyond | 0 | |
Total lease payments | 11 | |
Less: imputed interest | 0 | |
Total | $ 11 | $ 37 |
Borrowings Under Term Loan an_3
Borrowings Under Term Loan and Line of Credit - Schedule of Long-Term Debt Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: current portion of term loan | $ (982) | $ (561) |
Term Loan | ||
Debt Instrument [Line Items] | ||
Net carrying amount | 54,567 | 55,020 |
Less: current portion of term loan | (982) | (561) |
Long-term term loan obligations | $ 53,585 | $ 54,459 |
Borrowings Under Term Loan an_4
Borrowings Under Term Loan and Line of Credit - Narrative (Details) - USD ($) | 12 Months Ended | ||||||
Aug. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 11, 2022 | Dec. 19, 2019 | Dec. 16, 2019 | |
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Deferred original issue discount and loan fees | $ 326,000 | $ 434,000 | |||||
Term Loan | PNC Bank | |||||||
Debt Instrument [Line Items] | |||||||
Term loan repayments made | 600,000 | 1,000,000 | $ 1,200,000 | ||||
Deferred original issue discount and loan fees | 300,000 | 400,000 | |||||
Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 300,000 | ||||||
Amended Credit Facility Effective December 2019 | Term Loan | PNC Bank | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 57,600,000 | ||||||
Loan fees | $ 100,000 | ||||||
Amount of increase to term loan borrowing | $ 13,900,000 | ||||||
Unused borrowing capacity | 0 | 0 | |||||
Amended Credit Facility Effective December 2019 | Revolving Portion | PNC Bank | |||||||
Debt Instrument [Line Items] | |||||||
Amount outstanding | $ 0 | $ 0 | |||||
Amended Credit Facility Effective February 2018 | Revolving Credit Facility | Line of Credit | PNC Bank | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 5,000,000 | ||||||
Amended Credit Facility Effective February 2018 | Letter of Credit | Line of Credit | PNC Bank | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 1,500,000 | ||||||
Credit Agreement Effective November 2016, Amended Credit Facility Effective February 2018, and Amended Credit Facility Effective December 2019 | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Deferred original issue discount and loan fees | $ 300,000 | ||||||
Amended Credit Facility Effective August 2021 | Term Loan | PNC Bank | |||||||
Debt Instrument [Line Items] | |||||||
Original issue discount | 200,000 | ||||||
Amended Credit Facility Effective August 2021 | Term Loan | PNC Bank | Trigger One | |||||||
Debt Instrument [Line Items] | |||||||
Term loan repayment, quarterly installment amount | 100,000 | ||||||
Amended Credit Facility Effective August 2021 | Term Loan | PNC Bank | Trigger Two | |||||||
Debt Instrument [Line Items] | |||||||
Term loan repayment, quarterly installment amount | 300,000 | ||||||
Amended Credit Facility Effective August 2021 | Term Loan | PNC Bank | Trigger Three | |||||||
Debt Instrument [Line Items] | |||||||
Term loan repayment, quarterly installment amount | 500,000 | ||||||
Amended Credit Facility Effective August 2021 | Term Loan | PNC Bank | Trigger Four | |||||||
Debt Instrument [Line Items] | |||||||
Term loan repayment, quarterly installment amount | $ 700,000 |
Borrowings Under Term Loan An_5
Borrowings Under Term Loan And Line of Credit - Schedule of Principal Maturities of Long-Term Debt (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Long-Term Debt, Fiscal Year Maturity [Abstract] | |
2023 | $ 982 |
2024 | 1,753 |
2025 | 52,158 |
Total | $ 54,893 |
Borrowings Under Term Loan An_6
Borrowings Under Term Loan And Line of Credit - Schedule of Debt Instrument Carrying Amount (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Principal | $ 54,893 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Principal | 54,893 | $ 55,454 |
Less: Unamortized issuance costs | (326) | (434) |
Net carrying amount | $ 54,567 | $ 55,020 |
Letters of Credit (Details)
Letters of Credit (Details) - Letter of Credit - USD ($) | Jul. 20, 2022 | Nov. 08, 2016 | Feb. 11, 2022 |
Line of Credit Facility [Line Items] | |||
Automatic extension term | 1 year | ||
Number of days prior to expiration date that written notice is required to terminate letter of credit | 60 days | ||
Letter of credit decrease | $ 200,000 | ||
Maximum borrowing capacity | $ 300,000 | ||
Line of credit facility, expiration period | 1 year |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Related party accounts receivable | $ 0 | $ 0 | $ 0 |
Director | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 4,100,000 | ||
Unpaid balance | 0 | 0 | |
Director | Board of Director Fees | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 800,000 | 600,000 | 500,000 |
Unpaid balance | 0 | ||
Director | 2021 Equity Incentive Plan | Unvested RSUs | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 1,200,000 | 200,000 | |
Director | Expense Reimbursements | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 0 | 0 | |
Majority Shareholder | |||
Related Party Transaction [Line Items] | |||
Unpaid balance | 0 | $ 0 | 0 |
Majority Shareholder | Expense Reimbursements | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 0 | 0 | |
Majority Shareholder | Management Service | |||
Related Party Transaction [Line Items] | |||
Related party expenses | $ 0 | $ 500,000 |
Stock Warrants (Details)
Stock Warrants (Details) | 12 Months Ended | ||
Jun. 18, 2021 day $ / shares shares | Dec. 31, 2022 shares | Jan. 13, 2021 $ / shares shares | |
Class of Warrant or Right [Line Items] | |||
Number of common shares called by each warrant (in shares) | 1 | 1 | |
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |
Redemption period, prior written notice | 30 days | ||
Trading days used for redemption price | day | 20 | ||
Measurement period used for redemption price | 30 days | ||
Minimum reference value (in dollars per share) | $ / shares | $ 18 | ||
Number of warrants outstanding (in shares) | 13,333,328 | ||
Number of warrants exercised (in shares) | 0 | ||
Forward Purchase Warrant | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants assumed (in shares) | 833,333 | ||
Number of warrants outstanding (in shares) | 833,333 | ||
Public Warrant | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants assumed (in shares) | 12,499,995 | ||
Exercise price (in dollars per share) | $ / shares | $ 0.01 | ||
Number of warrants outstanding (in shares) | 12,499,995 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 19, 2022 | Jun. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued (in shares) | 92,729,127 | 90,696,977 | ||
Common stock, shares outstanding (in shares) | 87,084,637 | 92,729,127 | 90,696,977 | |
Common stock, shares outstanding including shares held in escrow (in shares) | 94,629,000 | 100,272,877 | 98,240,727 | |
Common stock, shares issued including shares held in escrow (in shares) | 100,272,877 | 98,240,727 | ||
Common stock, shares held in escrow (in shares) | 7,543,750 | 7,543,750 | ||
Class A common stock issued (in shares) | 7,500,000 | |||
Accumulated other comprehensive loss | $ (2,196) | $ (477) | ||
Accumulated deficit | $ 165,497 | $ 128,022 | ||
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | ||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Class A common stock, par value $0.0001 per share | ||||
Class of Stock [Line Items] | ||||
Class A common stock issued (in shares) | 781,250 |
Analysis of the Changes in Ac_3
Analysis of the Changes in Accumulated Other Comprehensive Income (Loss) - Analysis of Change (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance, beginning of period | $ 124,978 | $ 34,141 | $ 38,218 |
Other comprehensive loss | (1,719) | (271) | 12 |
Balance, end of period | 97,235 | 124,978 | 34,141 |
Total accumulated other comprehensive loss | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance, beginning of period | (477) | (206) | (218) |
Balance, end of period | (2,196) | (477) | (206) |
Foreign currency translation adjustment | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance, beginning of period | (300) | (206) | |
Other comprehensive loss | (484) | (94) | 12 |
Balance, end of period | (784) | (300) | (206) |
Net unrealized loss on marketable securities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance, beginning of period | (177) | 0 | |
Other comprehensive loss | (1,235) | (177) | 0 |
Balance, end of period | $ (1,412) | $ (177) | $ 0 |
Analysis of the Changes in Ac_4
Analysis of the Changes in Accumulated Other Comprehensive Income (Loss) - Components of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Before tax | $ (1,681) | $ (271) | $ 11 |
Tax effect | 38 | 0 | (1) |
Total other comprehensive income (loss), net of tax | (1,719) | (271) | 12 |
Foreign currency translation adjustment | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Before tax | (473) | (94) | 11 |
Tax effect | 11 | 0 | (1) |
Total other comprehensive income (loss), net of tax | (484) | (94) | 12 |
Net unrealized loss on marketable securities | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Before tax | (1,208) | (177) | 0 |
Tax effect | 27 | 0 | 0 |
Total other comprehensive income (loss), net of tax | $ (1,235) | $ (177) | $ 0 |
Analysis of the Changes in Ac_5
Analysis of the Changes in Accumulated Other Comprehensive Income (Loss) - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Equity [Abstract] | |
Reclassification adjustment from AOCI for sale of securities | $ 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Measurement period | 2 years | ||
MIUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested (in shares) | 739,000 | 704,000 | 0 |
Unvested RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Income tax benefit | $ 0 | $ 0 | $ 0 |
Vested (in shares) | 0 | 0 | |
Unvested RSUs | Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSUs outstanding | 24,100,000 | ||
RSUs vested | $ 3,200,000 | ||
Vested (in shares) | 1,629,000 | 0 | 0 |
Unvested RSUs | Nonemployee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSUs outstanding | $ 100,000 | ||
RSUs vested | $ 0 | ||
Vested (in shares) | 7,000 | 0 | 0 |
Unvested PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Measurement period | 30 years | 30 years | |
Unvested PSUs | Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSUs outstanding | $ 5,100,000 | ||
Vested (in shares) | 0 | 0 | 0 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of MIU Activity (Details) - MIUs - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Beginning Balance (in shares) | 2,814 | 3,518 | 3,518 |
Granted (in shares) | 0 | 0 | 0 |
Vested (in shares) | (739) | (704) | 0 |
Forfeited (in shares) | (179) | 0 | 0 |
Ending balance (in shares) | 1,896 | 2,814 | 3,518 |
Weighted-average Grant Date Fair Value (per share) | |||
Beginning balance (in dollars per share) | $ 0.79 | $ 0.79 | $ 0.79 |
Granted (in dollars per share) | 0 | 0 | 0 |
Vested (in dollars per share) | 0.79 | 0.79 | 0 |
Forfeited (in dollars per share) | 0.79 | 0 | 0 |
Ending balance (in dollars per share) | $ 0.79 | $ 0.79 | $ 0.79 |
Weighted-average Remaining Contractual Term | |||
Outstanding | 1 year |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of RSU Activity (Details) - Unvested RSUs - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Vested (in shares) | 0 | 0 | |
Employee | |||
Number of Shares | |||
Beginning Balance (in shares) | 4,962,000 | 0 | 0 |
Granted (in shares) | 5,476,000 | 5,072,000 | 0 |
Vested (in shares) | (1,629,000) | 0 | 0 |
Forfeited (in shares) | (699,000) | (110,000) | 0 |
Ending balance (in shares) | 8,110,000 | 4,962,000 | 0 |
Weighted-average Grant Date Fair Value (per share) | |||
Beginning balance (in dollars per share) | $ 6.44 | $ 0 | $ 0 |
Granted (in dollars per share) | 2.69 | 6.44 | 0 |
Vested (in dollars per share) | 6.43 | 0 | 0 |
Forfeited (in dollars per share) | 5.44 | 6.33 | 0 |
Ending balance (in dollars per share) | $ 4 | $ 6.44 | $ 0 |
Weighted-average Remaining Contractual Term | |||
Outstanding | 1 year 6 months 10 days | ||
Nonemployee | |||
Number of Shares | |||
Beginning Balance (in shares) | 20,000 | 0 | 0 |
Granted (in shares) | 17,000 | 20,000 | 0 |
Vested (in shares) | (7,000) | 0 | 0 |
Forfeited (in shares) | (11,000) | 0 | 0 |
Ending balance (in shares) | 19,000 | 20,000 | 0 |
Weighted-average Grant Date Fair Value (per share) | |||
Beginning balance (in dollars per share) | $ 6.51 | $ 0 | $ 0 |
Granted (in dollars per share) | 2.42 | 6.51 | 0 |
Vested (in dollars per share) | 6.30 | 0 | 0 |
Forfeited (in dollars per share) | 6.51 | 0 | 0 |
Ending balance (in dollars per share) | $ 2.91 | $ 6.51 | $ 0 |
Weighted-average Remaining Contractual Term | |||
Outstanding | 1 year 6 months 3 days |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of PSU Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Measurement period | 2 years | |
Unvested PSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock price (in dollars per share) | $ 4.94 | $ 6.13 |
Measurement period | 30 years | 30 years |
Expected volatility | 47.50% | 47.50% |
Risk-free rate | 2.24% | 1.89% |
Vesting hurdle 1 (in dollars per share) | $ 12.50 | $ 12.50 |
Vesting hurdle 2 (in dollars per share) | 15 | 15 |
Vesting hurdle 3 (in dollars per share) | $ 17.50 | $ 17.50 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of PSU Activity (Details) - Unvested PSUs - Employee - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Beginning Balance (in shares) | 1,612 | 0 | 0 |
Granted (in shares) | 125 | 1,612 | 0 |
Vested (in shares) | 0 | 0 | 0 |
Forfeited (in shares) | (30) | 0 | 0 |
Ending balance (in shares) | 1,707 | 1,612 | 0 |
Weighted-average Grant Date Fair Value (per share) | |||
Beginning balance (in dollars per share) | $ 6.50 | $ 0 | $ 0 |
Granted (in dollars per share) | 4.94 | 6.50 | 0 |
Vested (in dollars per share) | 0 | 0 | 0 |
Forfeited (in dollars per share) | 6.51 | 0 | 0 |
Ending balance (in dollars per share) | $ 6.39 | $ 6.50 | $ 0 |
Weighted-average Remaining Contractual Term | |||
Outstanding | 9 years 11 months 4 days |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 12,242 | $ 3,905 | $ 556 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 1,275 | 500 | 57 |
Sales and marketing expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 2,934 | 865 | 113 |
General and administrative expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 4,012 | 1,169 | 273 |
Research and development expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 4,021 | 1,371 | 113 |
MIUs | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 527 | 556 | 556 |
Unvested RSUs | Employee | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 10,623 | 2,949 | 0 |
Unvested RSUs | Nonemployee | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 34 | 12 | 0 |
Unvested PSUs | Employee | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 1,058 | $ 388 | $ 0 |
Stock-Based Compensation - Sc_6
Stock-Based Compensation - Schedule of Unrecognized Compensation Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-based Compensation Expense | $ 39,821 |
MIUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-based Compensation Expense | $ 999 |
Weighted-average Recognition Period (1) | 2 years |
Unvested RSUs | Employee | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-based Compensation Expense | $ 29,309 |
Weighted-average Recognition Period (1) | 2 years 10 months 24 days |
Unvested RSUs | Nonemployee | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-based Compensation Expense | $ 52 |
Weighted-average Recognition Period (1) | 3 years 1 month 20 days |
Unvested PSUs | Employee | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-based Compensation Expense | $ 9,461 |
Weighted-average Recognition Period (1) | 9 years 11 months 4 days |
Geographic Information - Schedu
Geographic Information - Schedule of Revenue By Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 136,025 | $ 119,231 | $ 102,545 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 126,128 | 111,836 | 97,034 |
Americas (excluding United States) | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 3,856 | 2,808 | 1,870 |
Asia | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 5,921 | 4,450 | 3,509 |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 120 | $ 137 | $ 132 |
Geographic Information - Narrat
Geographic Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Revenue, percentage denominated in domestic currency | 99.50% |
Revenue, percentage denominated in foreign currency | 0.50% |
Geographic Information - Sche_2
Geographic Information - Schedule of Property and Equipment, Net By Location (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 2,618 | $ 3,010 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 1,291 | 1,989 |
Americas (excluding United States) | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 309 | 367 |
Asia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 1,018 | $ 654 |
Income Taxes - Components of Pr
Income Taxes - Components of Pre-Tax Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Total pre-tax loss | $ (36,658) | $ (103,028) | $ (4,449) |
United States | |||
Operating Loss Carryforwards [Line Items] | |||
Total pre-tax loss | (38,642) | (104,028) | (5,038) |
Foreign | |||
Operating Loss Carryforwards [Line Items] | |||
Total pre-tax loss | $ 1,984 | $ 1,000 | $ 589 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax expense: | |||
Federal | $ 0 | $ 0 | $ (2) |
State | 58 | 47 | 8 |
Foreign | 762 | 310 | 317 |
Total current tax expense | 820 | 357 | 323 |
Deferred tax expense: | |||
Federal | 11 | 3 | 2 |
State | (13) | (186) | (124) |
Foreign | (1) | (8) | (5) |
Total deferred tax benefit | (3) | (191) | (127) |
Provision for income taxes | $ 817 | $ 166 | $ 196 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory tax rate | 21% | 21% | 21% |
State tax, net of federal benefit | 6.71% | 3.01% | 3.93% |
Meals and entertainment | (0.14%) | (0.11%) | (1.07%) |
Global intangible low-taxed income inclusion | 0% | (0.07%) | (2.41%) |
Nondeductible stock-based compensation | (3.81%) | (0.11%) | (2.83%) |
Nondeductible compensation | 0% | (2.15%) | 0% |
Transaction costs | 0% | (2.61%) | 0% |
Prior year provision to return true-up | 13.46% | 0.16% | (2.13%) |
Change in valuation allowance | (38.50%) | (19.20%) | (18.90%) |
Foreign tax differential and permanent items | (0.99%) | (0.07%) | (2.27%) |
Other | 0.01% | (0.01%) | (0.08%) |
Effective tax rate | (2.26%) | (0.16%) | (4.76%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 33,370 | $ 26,828 |
SPAC transaction | 885 | 944 |
Compensation accruals | 552 | 1,326 |
Share based compensation | 1,313 | 807 |
Foreign tax credits | 0 | 487 |
Bad debt reserve | 365 | 319 |
Interest expense limitation | 1,918 | 1,080 |
Lease liability | 1,328 | 1,489 |
R&D expenditures capitalization | 5,195 | 0 |
Other intangibles amortization | 259 | 0 |
Other | 630 | 398 |
Total deferred tax assets | 45,815 | 33,678 |
Deferred tax liabilities: | ||
Capitalized commissions | (2,636) | (2,346) |
Right-of-use asset | (1,232) | (1,363) |
Other intangibles amortization | 0 | (2,447) |
Other | (465) | (274) |
Total deferred tax liabilities | (4,333) | (6,430) |
Net deferred tax assets before valuation allowance | 41,482 | 27,248 |
Valuation allowance | (41,481) | (27,250) |
Net deferred tax assets (liabilities) | $ 1 | |
Net deferred tax assets (liabilities) | $ (2) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, valuation allowance | $ 41,481 | $ 27,250 |
United States | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 121,700 | |
Operating loss carryforwards, subject to expiration | 23,600 | |
Operating loss carryforwards, not subject to expiration | 98,100 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 127,300 | |
Operating loss carryforwards, subject to expiration | 104,000 | |
Operating loss carryforwards, not subject to expiration | $ 23,300 |
Retirement Benefit Plan (Detail
Retirement Benefit Plan (Details) - USD ($) | 12 Months Ended | |||
Jul. 01, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||||
Defined benefit plan, type [Extensible Enumeration] | Other Postretirement Benefits Plan [Member] | |||
Employer matching contribution, percent of match | 50% | |||
Maximum contribution per employee per pay period | $ 200 | |||
Maximum annual contributions per employee | $ 4,800 | |||
Employer matching contribution, vesting percentage | 100% | |||
Contributions | $ 1,300,000 | $ 1,100,000 | $ 800,000 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Fair Value of Assets and Liabilities Measured on a Non-Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities—available for sale debt securities | $ 48,182 | $ 49,374 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability—Forward Purchase Warrants | 633 | 767 |
Fair Value, Nonrecurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 20,742 | 47,217 |
Restricted cash | 100 | |
Marketable securities—available for sale debt securities | 48,182 | 49,374 |
Total assets | 68,924 | 96,691 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Term loan | 54,567 | 55,020 |
Finance lease obligations | 11 | 37 |
Warrant liability—Forward Purchase Warrants | 767 | |
Total liabilities | 55,211 | 55,824 |
Fair Value, Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability—Forward Purchase Warrants | 633 | |
Level 1 | Fair Value, Nonrecurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 20,742 | 47,217 |
Restricted cash | 100 | |
Marketable securities—available for sale debt securities | 0 | 0 |
Total assets | 20,742 | 47,317 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Term loan | 0 | 0 |
Finance lease obligations | 0 | 0 |
Warrant liability—Forward Purchase Warrants | 0 | |
Total liabilities | 0 | 0 |
Level 1 | Fair Value, Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability—Forward Purchase Warrants | 0 | |
Level 2 | Fair Value, Nonrecurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | |
Marketable securities—available for sale debt securities | 48,182 | 49,374 |
Total assets | 48,182 | 49,374 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Term loan | 54,567 | 55,020 |
Finance lease obligations | 11 | 37 |
Warrant liability—Forward Purchase Warrants | 0 | |
Total liabilities | 54,578 | 55,057 |
Level 2 | Fair Value, Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability—Forward Purchase Warrants | 0 | |
Level 3 | Fair Value, Nonrecurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | |
Marketable securities—available for sale debt securities | 0 | 0 |
Total assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Term loan | 0 | 0 |
Finance lease obligations | 0 | 0 |
Warrant liability—Forward Purchase Warrants | 767 | |
Total liabilities | 633 | $ 767 |
Level 3 | Fair Value, Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability—Forward Purchase Warrants | $ 633 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 13, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Class of warrant or right, expected term | 5 years | ||
Warrants to purchase common stock | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Changes in fair value of warrant liability | $ 134 | $ 1,241 | |
Warrants to purchase common stock | Fair Value, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Changes in fair value of warrant liability | $ 100 | $ 1,200 | |
Forward Purchase Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants issued (in shares) | 833,333 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Fair Value Assumptions (Details) | Dec. 31, 2022 $ / shares year | Dec. 31, 2021 $ / shares year |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 2.97 | 5.15 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 11.50 | 11.50 |
Contractual term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | year | 3.5 | 4.5 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.7750 | 0.4750 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0420 | 0.0120 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Fair Value Measurement - Sche_3
Fair Value Measurement - Schedule of Changes in Level 3 Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants to purchase common stock | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Changes in fair value of warrant liability | $ (134) | $ (1,241) |
Level 3 | Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 767 | 286 |
VCIP/OBIP payments | 0 | (286) |
Balance, end of period | 633 | 767 |
Level 3 | Fair Value, Recurring | Warrants to purchase common stock | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Closing-date fair value of warrant liability | 0 | 2,008 |
Changes in fair value of warrant liability | $ (100) | $ (1,200) |
Basic and Diluted Loss Per Sh_3
Basic and Diluted Loss Per Share - Narrative (Details) | Jun. 17, 2021 |
Earnings Per Share [Abstract] | |
Exchange ratio | 66,637 |
Basic and Diluted Loss Per Sh_4
Basic and Diluted Loss Per Share - Schedule of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Loss attributable to common stockholders—basic | $ (37,475) | $ (103,194) | $ (4,645) |
Loss attributable to common stockholders—diluted | $ (37,475) | $ (103,194) | $ (4,645) |
Denominator: | |||
Weighted average shares outstanding—basic (in shares) | 92,003,000 | 79,964,000 | 66,637,000 |
Weighted average shares outstanding—diluted (in shares) | 92,003,000 | 79,964,000 | 66,637,000 |
Net loss per share | |||
Basic (in dollars per share) | $ (0.41) | $ (1.29) | $ (0.07) |
Diluted (in dollars per share) | $ (0.41) | $ (1.29) | $ (0.07) |
Basic and Diluted Loss Per Sh_5
Basic and Diluted Loss Per Share - Schedule of Antidilutive Securities Excluded from the Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 32,742,000 | 29,114,000 | 0 |
Earn-Out Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 5,000,000 | 5,000,000 | 0 |
Period after closing date, term | 7 years | ||
Number of contingent consideration shares issued during period (in shares) | 0 | 0 | 0 |
Earn-Out Shares | Class A common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 5,000,000 | ||
Lock-Up Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 2,544,000 | 2,544,000 | 0 |
Period after closing date, term | 7 years | ||
Number of contingent consideration shares issued during period (in shares) | 0 | 0 | 0 |
Lock-Up Shares | Class A common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 2,543,750 | ||
Finders Agreement Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 1,644,000 | 1,644,000 | 0 |
Period after closing date, term | 7 years | ||
Number of contingent consideration shares issued during period (in shares) | 0 | 0 | 0 |
Finders Agreement Shares | Class A common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 1,643,750 | ||
Warrants to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 13,333,000 | 13,333,000 | 0 |
Shares withheld to cover employees’ withholding taxes upon vesting of RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 385,000 | 0 | 0 |
Unvested RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 8,129,000 | 4,981,000 | 0 |
Unvested PSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 1,707,000 | 1,612,000 | 0 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Loss Contingencies [Line Items] | ||
Principal outstanding | $ 54,893 | |
Term Loan | ||
Loss Contingencies [Line Items] | ||
Principal outstanding | $ 54,893 | $ 55,454 |
Restructuring - Schedule of the
Restructuring - Schedule of the Restructuring Charges (Details) - 2022 Restructuring Plan - USD ($) $ in Thousands | 12 Months Ended | |
Aug. 01, 2022 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Reduction in global workforce | 3% | |
Total restructuring charges | $ 552 | |
Cost of revenue | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 400 | |
Sales and marketing expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 147 | |
General and administrative expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 0 | |
Research and development expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 5 | |
Employee severance and termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 552 | |
Employee severance and termination benefits | Cost of revenue | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 400 | |
Employee severance and termination benefits | Sales and marketing expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 147 | |
Employee severance and termination benefits | General and administrative expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | 0 | |
Employee severance and termination benefits | Research and development expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring charges | $ 5 |
Restructuring - Schedule of t_2
Restructuring - Schedule of the Changes in the Liability for Restructuring Charges (Details) - 2022 Restructuring Plan $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Liability, Beginning Balance | $ 0 |
Charges | 552 |
Cash payments | (552) |
Non-cash and other adjustments | 0 |
Liability, Ending Balance | 0 |
Employee severance and termination benefits | |
Restructuring Reserve [Roll Forward] | |
Liability, Beginning Balance | 0 |
Charges | 552 |
Cash payments | (552) |
Non-cash and other adjustments | 0 |
Liability, Ending Balance | $ 0 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - Subsequent Event - 2023 Restructuring Plan $ in Millions | 2 Months Ended | |
Jan. 13, 2023 employee | Mar. 02, 2023 USD ($) | |
Subsequent Event [Line Items] | ||
Number of positions eliminated | employee | 96 | |
Reduction in global workforce | 16% | |
Cash payments | $ 3.3 | |
Employee Severance | ||
Subsequent Event [Line Items] | ||
Expected restructuring costs | 2.9 | |
Unused Paid Time Off | ||
Subsequent Event [Line Items] | ||
Cash payments | $ 0.4 |