Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 03, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39326 | |
Entity Registrant Name | OPEN LENDING CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-5031428 | |
Entity Address, Address Line One | 1501 S. MoPac Expressway | |
Entity Address, Address Line Two | Suite 450 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78746 | |
City Area Code | 512 | |
Local Phone Number | 892-0400 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | LPRO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 126,225,550 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001806201 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 167,695 | $ 116,454 |
Restricted cash | 3,412 | 3,055 |
Accounts receivable, net | 6,960 | 6,525 |
Current contract assets, net | 73,338 | 70,542 |
Income tax receivable | 4,309 | 1,345 |
Other current assets | 3,341 | 4,873 |
Total current assets | 259,055 | 202,794 |
Property and equipment, net | 2,791 | 2,663 |
Operating lease right-of-use assets, net | 4,904 | 5,189 |
Non-current contract assets, net | 33,410 | 42,414 |
Deferred tax asset, net | 66,501 | 65,503 |
Other non-current assets | 152 | 262 |
Total assets | 366,813 | 318,825 |
Current liabilities | ||
Accounts payable | 421 | 1,285 |
Accrued expenses | 6,105 | 3,984 |
Current portion of debt | 3,906 | 3,125 |
Third-party claims administration liability | 3,037 | 3,050 |
Other current liabilities | 546 | 621 |
Total current liabilities | 14,015 | 12,065 |
Long-term debt, net of deferred financing costs | 140,959 | 143,135 |
Non-current operating lease liabilities | 4,371 | 4,643 |
Total liabilities | 159,345 | 159,843 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value; 550,000,000 shares authorized, 128,198,185 shares issued and 126,225,550 shares outstanding as of June 30, 2022 and 128,198,185 shares issued and 126,212,876 shares outstanding as of December 31, 2021 | 1,282 | 1,282 |
Additional paid-in capital | 498,745 | 496,983 |
Accumulated deficit | (236,159) | (282,439) |
Treasury stock at cost, 1,972,635 shares at June 30, 2022 and 1,985,309 at December 31, 2021, respectively | (56,400) | (56,844) |
Total stockholders’ equity | 207,468 | 158,982 |
Total liabilities and stockholders’ equity | $ 366,813 | $ 318,825 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Stockholders’ equity | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 550,000,000 | 550,000,000 |
Common stock, shares issued (in shares) | 128,198,185 | 128,198,185 |
Common stock, shares outstanding (in shares) | 126,225,550 | 126,212,876 |
Treasury stock (in shares) | 1,972,635 | 1,985,309 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||||
Total revenue | $ 52,044 | $ 61,125 | $ 102,112 | $ 105,133 |
Cost of services | 5,085 | 4,140 | 9,873 | 7,502 |
Gross profit | 46,959 | 56,985 | 92,239 | 97,631 |
Operating expenses | ||||
General and administrative | 7,968 | 8,381 | 15,450 | 16,593 |
Selling and marketing | 3,994 | 2,954 | 7,727 | 5,351 |
Research and development | 2,188 | 773 | 4,011 | 1,364 |
Total operating expenses | 14,150 | 12,108 | 27,188 | 23,308 |
Operating income | 32,809 | 44,877 | 65,051 | 74,323 |
Interest expense | (1,124) | (1,122) | (1,927) | (4,411) |
Interest income | 22 | 58 | 47 | 142 |
Gain on extinguishment of tax receivable agreement | 0 | 55,422 | 0 | 55,422 |
Loss on extinguishment of debt | 0 | 0 | 0 | (8,778) |
Other expense | 0 | (2) | 0 | (133) |
Income before income taxes | 31,707 | 99,233 | 63,171 | 116,565 |
Income tax expense | 8,581 | 23,267 | 16,891 | 27,737 |
Net income | $ 23,126 | $ 75,966 | $ 46,280 | $ 88,828 |
Net income per common share | ||||
Basic (in dollars per share) | $ 0.18 | $ 0.60 | $ 0.37 | $ 0.70 |
Diluted (in dollars per share) | $ 0.18 | $ 0.60 | $ 0.37 | $ 0.70 |
Weighted average common shares outstanding | ||||
Basic (in shares) | 126,221,689 | 126,230,752 | 126,218,710 | 126,515,343 |
Diluted (in shares) | 126,222,366 | 126,274,197 | 126,219,115 | 126,554,082 |
Profit share | ||||
Revenue | ||||
Total revenue | $ 29,157 | $ 38,842 | $ 57,467 | $ 66,572 |
Program fees | ||||
Revenue | ||||
Total revenue | 20,731 | 20,597 | 40,457 | 35,508 |
Claims administration and other service fees | ||||
Revenue | ||||
Total revenue | $ 2,156 | $ 1,686 | $ 4,188 | $ 3,053 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' (Equity) Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2020 | 128,198,185 | ||||
Beginning balance at Dec. 31, 2020 | $ 26,622 | $ 1,282 | $ 491,246 | $ (428,406) | $ (37,500) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2020 | 1,395,089 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 701 | 701 | |||
Net income | 12,862 | 12,862 | |||
Ending balance at Mar. 31, 2021 | 40,185 | $ 1,282 | 491,947 | (415,544) | $ (37,500) |
Ending balance (in shares) at Mar. 31, 2021 | 128,198,185 | ||||
Treasury stock, ending balance (in shares) at Mar. 31, 2021 | 1,395,089 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 128,198,185 | ||||
Beginning balance at Dec. 31, 2020 | 26,622 | $ 1,282 | 491,246 | (428,406) | $ (37,500) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2020 | 1,395,089 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 88,828 | ||||
Ending balance at Jun. 30, 2021 | 97,078 | $ 1,282 | 492,874 | (339,578) | $ (57,500) |
Ending balance (in shares) at Jun. 30, 2021 | 128,198,185 | ||||
Treasury stock, ending balance (in shares) at Jun. 30, 2021 | 2,007,834 | ||||
Beginning balance (in shares) at Mar. 31, 2021 | 128,198,185 | ||||
Beginning balance at Mar. 31, 2021 | 40,185 | $ 1,282 | 491,947 | (415,544) | $ (37,500) |
Treasury stock, beginning balance (in shares) at Mar. 31, 2021 | 1,395,089 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 927 | 927 | |||
Share repurchase (in shares) | (612,745) | ||||
Share repurchase | (20,000) | $ (20,000) | |||
Net income | 75,966 | 75,966 | |||
Ending balance at Jun. 30, 2021 | $ 97,078 | $ 1,282 | 492,874 | (339,578) | $ (57,500) |
Ending balance (in shares) at Jun. 30, 2021 | 128,198,185 | ||||
Treasury stock, ending balance (in shares) at Jun. 30, 2021 | 2,007,834 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 126,212,876 | 128,198,185 | |||
Beginning balance at Dec. 31, 2021 | $ 158,982 | $ 1,282 | 496,983 | (282,439) | $ (56,844) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | 1,985,309 | 1,985,309 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | $ 1,281 | 1,281 | |||
Restricted stock units issued, net of shares withheld for taxes | (39) | (207) | $ 168 | ||
Restricted stock units issued, net of shares withheld for taxes (in shares) | 5,079 | ||||
Net income | 23,154 | 23,154 | |||
Ending balance at Mar. 31, 2022 | $ 183,378 | $ 1,282 | 498,057 | (259,285) | $ (56,676) |
Ending balance (in shares) at Mar. 31, 2022 | 128,198,185 | ||||
Treasury stock, ending balance (in shares) at Mar. 31, 2022 | 1,980,230 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 126,212,876 | 128,198,185 | |||
Beginning balance at Dec. 31, 2021 | $ 158,982 | $ 1,282 | 496,983 | (282,439) | $ (56,844) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | 1,985,309 | 1,985,309 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | $ 46,280 | ||||
Ending balance at Jun. 30, 2022 | $ 207,468 | $ 1,282 | 498,745 | (236,159) | $ (56,400) |
Ending balance (in shares) at Jun. 30, 2022 | 126,225,550 | 128,198,185 | |||
Treasury stock, ending balance (in shares) at Jun. 30, 2022 | 1,972,635 | 1,972,635 | |||
Beginning balance (in shares) at Mar. 31, 2022 | 128,198,185 | ||||
Beginning balance at Mar. 31, 2022 | $ 183,378 | $ 1,282 | 498,057 | (259,285) | $ (56,676) |
Treasury stock, beginning balance (in shares) at Mar. 31, 2022 | 1,980,230 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 988 | 988 | |||
Restricted stock units issued, net of shares withheld for taxes | (24) | (300) | $ 276 | ||
Restricted stock units issued, net of shares withheld for taxes (in shares) | 7,595 | ||||
Net income | 23,126 | 23,126 | |||
Ending balance at Jun. 30, 2022 | $ 207,468 | $ 1,282 | $ 498,745 | $ (236,159) | $ (56,400) |
Ending balance (in shares) at Jun. 30, 2022 | 126,225,550 | 128,198,185 | |||
Treasury stock, ending balance (in shares) at Jun. 30, 2022 | 1,972,635 | 1,972,635 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net income | $ 46,280 | $ 88,828 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Share-based compensation | 2,269 | 1,628 |
Depreciation and amortization | 614 | 537 |
Non-cash operating lease cost | 285 | 268 |
Gain on extinguishment of tax receivable agreement | 0 | (55,422) |
Loss on extinguishment of debt | 0 | 8,778 |
Deferred income taxes | (998) | 16,903 |
Changes in assets & liabilities: | ||
Accounts receivable, net | (435) | (3,217) |
Contract assets, net | 6,208 | (22,591) |
Other current and non-current assets | 1,477 | (1,133) |
Accounts payable | (885) | (1,455) |
Accrued expenses | 2,094 | 1,377 |
Income tax payable/receivable | (2,964) | (1,720) |
Operating lease liabilities | (240) | (349) |
Third-party claims administration liability | (13) | 299 |
Other current and non-current liabilities | (105) | 252 |
Net cash provided by operating activities | 53,587 | 32,983 |
Cash flows from investing activities | ||
Purchase of property and equipment | (364) | (841) |
Net cash used in investing activities | (364) | (841) |
Cash flows from financing activities | ||
Proceeds from term loans | 0 | 125,000 |
Proceeds from revolving facility | 0 | 50,000 |
Payments on term loans | (1,562) | (167,628) |
Payments on revolving facility | 0 | (25,000) |
Payment of deferred financing costs | 0 | (1,669) |
Shares withheld for taxes for restricted stock units | (63) | 0 |
Settlement of tax receivable agreement | 0 | (36,948) |
Share repurchase | 0 | (20,000) |
Net cash used in financing activities | (1,625) | (76,245) |
Net change in cash and cash equivalents and restricted cash | 51,598 | (44,103) |
Cash and cash equivalents and restricted cash at the beginning of the period | 119,509 | 104,148 |
Cash and cash equivalents and restricted cash at the end of the period | 171,107 | 60,045 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 1,756 | 3,776 |
Income tax paid, net | 20,853 | 12,452 |
Property and equipment accrued but not paid | 21 | 0 |
Non-cash investing and financing: | ||
Internally developed software costs accrued but not paid | $ 27 | $ 660 |
Description of Business, Backgr
Description of Business, Background and Nature of Operations | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business, Background and Nature of Operations | Description of Business, Background and Nature of Operations Open Lending Corporation (individually or together with its subsidiaries, as the context requires, the “Company”), headquartered in Austin, Texas, provides loan analytics, risk-based loan pricing, risk modeling, and automated decision technology for automotive lenders throughout the United States (“U.S.”), which allows each lending institution to book incremental near-prime and non-prime automotive loans out of their existing business flow. The Company also operates as a third-party administrator that adjudicates insurance claims and refunds on its automotive loans. Nebula Acquisition Corporation (“Nebula”), our predecessor, was originally incorporated in Delaware on October 2, 2017 as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On June 10, 2020 (the “Closing Date”), Nebula consummated a business combination (the “Business Combination”) pursuant to that certain Business Combination Agreement, dated as of January 5, 2020 (as amended by that certain Amendment No. 1 and Waiver, dated as of March 18, 2020, that certain Amendment No. 2 and Consent, dated as of March 26, 2020, that certain Amendment No. 3, dated as of May 13, 2020, and that certain amendment No. 4, dated as of June 9, 2020, the “Business Combination Agreement”) by and among Nebula, Open Lending, LLC, a Texas limited liability company, BRP Hold 11, Inc., a Delaware corporation (“Blocker”), the Blocker’s sole stockholder, Nebula Parent Corp., a Delaware Corporation (“ParentCo”), NBLA Merger Sub LLC, a Texas limited liability company, NBLA Merger Sub Corp., a Delaware corporation, and Shareholder Representative Services LLC, a Colorado limited liability company, as the Securityholder Representative. Unless the context otherwise requires, “we,” “us,” “our,” “Open Lending,” and the “Company” refers to Open Lending Corporation, the combined company and its subsidiaries following the Business Combination. “Open Lending, LLC” and “Nebula” refers to Open Lending, LLC and Nebula Acquisition Corporation prior to the Closing Date. The Company has evaluated how it is organized and managed and has identified only one operating segment. All of the Company’s operations and assets are in the U.S., and all of its revenues are attributable to U.S. customers. |
Summary of Significant Accounti
Summary of Significant Accounting and Reporting Policies and Recent Developments | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting and Reporting Policies and Recent Developments | Summary of Significant Accounting and Reporting Policies The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and include the accounts of Open Lending and all its subsidiaries that are directly or indirectly owned or controlled by the Company. All intercompany transactions and balances have been eliminated upon consolidation. Certain prior year amounts have been reclassified to conform to the Company’s current presentation. Such reclassifications had no effect on the Company’s previously reported net income, earnings per share, cash flows or retained earnings. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted from these condensed consolidated financial statements, as permitted by Securities and Exchange Commission (“SEC”) rules and regulations. The Company believes the disclosures made in these condensed consolidated financial statements are adequate to make the information herein not misleading. The Company recommends that these condensed consolidated financial statements be read in conjunction with its audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (“Annual Report”). The interim data includes all adjustments that are, in the opinion of the Company’s management, necessary for a fair statement of the results for the interim periods presented. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the Company’s operating results for the entire fiscal year ending December 31, 2022. Concentrations of revenue and credit risks The Company’s three largest insurance carrier partners accounted for 38%, 11% and 11% of the Company’s total revenue during the three months ended June 30, 2022 and 38%, 13% and 10% during the six months ended June 30, 2022. The Company’s two largest insurance carriers accounted for 43% and 24% of the Company’s total revenue during the three months ended June 30, 2021 and accounted for 43% and 23% for the six months ended June 30, 2021. In the event that one or more of the Company’s significant insurance carriers terminates their relationship with the Company, it could have a material and adverse effect on the Company’s business and, in turn, its revenue. Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, restricted cash, accounts receivable and contract assets to the extent of the amounts recorded on the balance sheets. Cash and cash equivalents are deposited in commercial analysis and savings accounts at two financial institutions, both with high credit standing. Restricted cash relates to funds held by the Company on behalf of the insurance carriers, delegated for the use of insurance claim payments. Restricted cash is deposited in commercial analysis accounts at one financial institution. The Company has not experienced any losses on its deposits of cash and cash equivalents and management believes the Company is not exposed to significant risks on such accounts. At June 30, 2022, the Company had one customer that individually accounted for 10% of the Company’s net accounts receivable. At December 31, 2021, the Company had two customers that each represented 10% of the Company’s net accounts receivable. The Company does not have material accounts receivable or contract asset balances that are past due and has not written off any material balance in its portfolio for the periods presented. The allowance for expected credit losses on accounts receivable and contract assets receivable was less than $0.2 million at June 30, 2022 and December 31, 2021. Use of estimates and judgments The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates, and those differences may be material. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. The most significant items subject to such estimates and assumptions include, but are not limited to, profit share revenue recognition and the corresponding impact on contract assets, the recognition of the valuations of share-based compensation arrangements, and assessing the realizability of deferred tax assets. These estimates, although based on actual historical trend and modeling, may potentially show significant variances over time. In connection with profit share revenue recognition and the estimation of contract assets under Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), the Company uses forecasts of loan-level earned premium and insurance claim payments. These forecasts are driven by the projection of loan defaults, prepayments and default severity rates. These assumptions are based on the Company’s observations of the historical behavior for loans with similar risk characteristics. The assumptions also take into consideration the forecast adjustments under various macroeconomic conditions, including the current mix of the underlying portfolio of our insurance partners. As a result of the changes in facts and circumstances and general market conditions for the three and six months ended June 30, 2022, management has accordingly adjusted these assumptions. Recently issued but not yet adopted accounting pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform within Topic 848, which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients and are retained through the end of the hedging relationship. The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied. The amendments in this update were effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company has not experienced any unintended outcomes or consequences of reference rate reform that would necessitate the adoption of this guidance. The Company will not need to consider the application of this guidance related to its credit agreements as such agreements provide for a replacement rate when LIBOR is discontinued. The Company will continue to closely monitor all potential instances of reference rate reform to determine if the adoption of ASU 2020-04 becomes necessary in the future. |
Contract Assets
Contract Assets | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract Assets | Contract Assets Changes in the Company’s contract assets primarily result from the timing difference between the satisfaction of its performance obligation and the customer’s payment. The Company fulfills its obligation under a contract with a customer by transferring services in exchange for consideration from the customer. The Company recognizes contract assets when it transfers services to a customer, recognizes profit share revenue, program fee revenue and claims administration services revenue (“TPA fees”) for amounts not yet billed, and the right to consideration is conditional on something other than the passage of time. Accounts receivable are recorded when the customer has been billed or the right to consideration is unconditional. For performance obligations satisfied in previous periods, the Company evaluates and updates its profit share revenue forecast on a quarterly basis and adjusts contract assets accordingly. During the three and six months ended June 30, 2022, contract asset adjustments attributable to profit share revenue forecast were $2.8 million and $5.5 million, respectively, as compared to contract asset adjustments of $11.8 million and $16.9 million, during the three and six months ended June 30, 2021, respectively. Contract assets balances for the periods indicated below are as follows: Contract Assets Profit TPA Fees Program Total (in thousands) Ending balance as of March 31, 2022 $ 100,008 $ 1,360 $ 6,084 $ 107,452 Increase due to new business generation 26,333 2,155 20,731 49,219 Change in estimates of revenue from performance obligations satisfied in previous periods 2,824 — — 2,824 Receivables transferred from contract assets upon billing the lending institutions — — (20,178) (20,178) Payments received from insurance carriers (30,496) (2,078) — (32,574) Provision for expected credit losses 3 — 2 5 Ending balance as of June 30, 2022 $ 98,672 $ 1,437 $ 6,639 $ 106,748 Contract Assets Profit TPA Fees Program Total (in thousands) Ending balance as of December 31, 2021 $ 105,486 $ 1,316 $ 6,154 $ 112,956 Increase due to new business generation 52,002 4,185 40,457 96,644 Change in estimates of revenue from performance obligations satisfied in previous periods 5,465 — — 5,465 Receivables transferred from contract assets upon billing the lending institutions — — (39,978) (39,978) Payments received from insurance carriers (64,327) (4,065) — (68,392) Provision for expected credit losses 46 1 6 53 Ending balance as of June 30, 2022 $ 98,672 $ 1,437 $ 6,639 $ 106,748 As of June 30, 2022 and December 31, 2021, the portion of the contract assets’ balance estimated to be received within one year consisted of $73.3 million and $70.5 million, respectively, and the portion of estimated to be received beyond one year consisted of $33.4 million and $42.4 million, respectively. Contract Costs The fulfillment costs associated with the Company’s contracts with customers do not meet the criteria for capitalization and therefore are expensed as incurred. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt balances for the periods indicated below were as follows: June 30, 2022 December 31, 2021 (in thousands) Revolving Facility, matures in 2026 $ 25,000 $ 25,000 Term Loan due 2026 121,094 122,656 Less: unamortized deferred financing costs (1,229) (1,396) Total debt 144,865 146,260 Less: current portion of debt (3,906) (3,125) Total long-term debt, net of deferred financing costs $ 140,959 $ 143,135 Term Loan due 2027 On March 11, 2020, the Company entered into a credit agreement with UBS A.G. as the administrative agent and the lenders from time to time party thereto (the “Credit Agreement”). Pursuant to the Credit Agreement, the lenders thereto funded a term loan (the “Term Loan due 2027”) in a principal amount of $170.0 million bearing an interest rate per annum of LIBOR plus 6.5% (subject to a LIBOR floor of 1%), with a maturity date in March 2027. The Term Loan due 2027 was retired by the Company paying off its outstanding principal and interest with proceeds from issuance of the Term Loan due 2026 and the Revolving Facility (both as defined below) in March 2021. The transaction was deemed a debt extinguishment under ASC Topic 405-20, “Liabilities—Extinguishments of Liabilities,” and accordingly, the Company recognized a non-cash debt extinguishment loss of $8.8 million, which was recorded under the caption loss on extinguishment of debt in the consolidated statements of operations during the six months ended June 30, 2021. The loss on debt extinguishment was calculated as the difference between the carrying amount of the debt and the price paid to retire the debt, which primarily consisted of the write-off of the unamortized deferred financing costs related to the Term Loan due 2027. New Credit Agreement—Term Loan due 2026 and Revolving Credit Facility On March 19, 2021, the Company entered into a credit agreement with Wells Fargo Bank, N.A. as the administrative agent (the “New Credit Agreement”), pursuant to which the lenders thereto (i) funded a senior secured term loan in an aggregate principal amount of $125.0 million maturing in March 2026 (the “Term Loan due 2026”) and (ii) committed to provide a $50.0 million senior secured revolving credit facility, including a $10.0 million letter of credit sub-facility, maturing in March 2026 (the “Revolving Facility”). The obligations of the Company under the Term Loan due 2026 and the Revolving Facility are guaranteed by all of the Company’s U.S. subsidiaries and are secured by substantially all of the assets of the Company and its U.S. subsidiaries, subject to customary exceptions. Interest under the Term Loan due 2026 and the Revolving Facility are, at the option of the Company, either at an Alternate Base rate (“ABR”) plus a spread ranging from 0.75% to 1.50%, or LIBOR plus a spread ranging from 1.75% to 2.50%. With respect to the ABR loans, interest will be payable at the end of each calendar quarter. With respect to the LIBOR loans, interest will be payable at the end of the selected interest period. Additionally, there is a commitment fee payable at the end of each quarter at a rate per annum ranging from 0.200% to 0.275% based on the average daily unused portion of the Revolving Facility, and other customary letter of credit fees. Pursuant to the New Credit Agreement, the interest rate spreads and commitment fees increase or decrease in increments as the Company’s Funded Secured Debt/EBITDA ratio increase or decreases. As of June 30, 2022, both the Term Loan due 2026 and the Revolving Facility are subject a LIBOR rate of 1.66% plus a spread of 1.75% per annum. Commitment fees were accrued at 0.20% under the Revolving Facility’s unused commitment balance of $25.0 million at June 30, 2022. In connection with the issuance of the Term Loan due 2026 and the Revolving Facility, the Company incurred total deferred financing costs of $1.7 million, of which $1.2 million was allocated to the Term Loan due 2026 and $0.5 million was allocated to the Revolving Facility. The deferred financing costs were capitalized as a contra-liability against the principal balance of the loans and are amortized as interest expense using the effective interest method. Unamortized deferred financing costs were $1.2 million as of June 30, 2022. As of June 30, 2022, the weighted average effective interest rate on the Company’s outstanding borrowings was 3.64%. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation 2020 Stock Option and Incentive Plan (the “2020 Plan”) The 2020 Plan, approved on June 9, 2020, provides for the grant of stock options, stock appreciation rights, restricted stock units and other stock or cash-based awards. The Company initially reserved 9,693,750 shares, approximately 10% of the number of shares of its common stock outstanding upon the Closing Date, as the “Initial Limit” for the issuance of awards under the 2020 Plan. The 2020 Plan provides that beginning on January 1, 2021, the number of shares reserved and available for issuance under the plan will automatically increase each January 1st by 4% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31st, or the “Annual Increase.” This limit is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. As of June 30, 2022, there were 18,801,465 shares reserved and available for issuance under the 2020 Plan, which includes the 4% annual increase in 2022 less restricted stock units, performance stock units and stock options granted under the 2020 Plan. Share-based compensation expense recorded for each type of award is as follows: Three Months Ended June 30, Six Months Ended 2022 2021 2022 2021 (in thousands) Time-Based Restricted Stock Units $ 1,005 $ 458 $ 1,912 $ 691 Performance-Based Restricted Stock Units (195) 276 11 553 Stock Options 178 193 346 384 Total share-based compensation expense $ 988 $ 927 $ 2,269 $ 1,628 For performance-based restricted units, the Company evaluates the probability of achieving performance goals on a quarterly basis and recognizes share based compensation to the extent achievement of performance goals is considered probable. During the three months ended June 30, 2022 the Company determined certain performance goals are improbable of being achieved and recorded a reduction to share-based compensation of $0.3 million representing a change in estimate from previously reported share-based compensation. The Company evaluated the probability of achieving performance goals related to the performance-based restricted stock units awarded during the three months ended June 30, 2022, and determined that achievement of the performance goals is not probable, and accordingly, share-based compensation has not been recorded related to the awards. During the three and six months ended June 30, 2022 and 2021, share-based compensation expense was allocated to cost of services, general and administrative, selling and marketing, and research and development, generally based on the functional responsibilities of the award recipient in the accompanying condensed consolidated statements of operations as follows: Three Months Ended June 30, Six Months Ended 2022 2021 2022 2021 (in thousands) General and administrative $ 643 $ 773 $ 1,565 $ 1,327 Selling and marketing 150 91 330 182 Research and development 111 34 206 62 Cost of services 84 29 168 57 Total $ 988 $ 927 $ 2,269 $ 1,628 The following table provides information related to the Company’s share-based compensation award activity for the six months ended June 30, 2022: Time-Based Stock Options Performance-Based Number of Awards Weighted Average Fair Value at Grant Date Number of Awards Weighted Average Exercise Price Number of Awards Weighted Average Fair Value at Grant Date Outstanding as of December 31, 2021 231,625 $ 35.17 194,348 $ 33.56 99,289 $ 33.44 Granted 352,177 20.80 — — 139,662 16.11 Vested (17,691) 30.95 — — — — Forfeited or expired (22,752) 23.32 (8,440) 33.56 (4,874) 33.44 Outstanding as of June 30, 2022 543,359 $ 26.49 185,908 $ 33.56 234,077 $ 23.10 The following table reflects the future share-based compensation expense for the outstanding awards at June 30, 2022: Unrecognized Share-based Compensation Expense Weighted Average Amortization Period (in thousands) Time-Based Restricted Stock Units $ 11,837 3.13 years Performance-Based Restricted Stock Units 4,296 2.07 years Stock Options 1,800 2.50 years Total unrecognized share-based compensation expense $ 17,933 2.81 years |
Net Income per Share
Net Income per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income per Share | Net Income per ShareBasic net income per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed based on the weighted average number of common shares outstanding plus the effect of potentially dilutive common shares outstanding during the period using the applicable methods. The potentially dilutive common shares during the three and six months ended June 30, 2022 and 2021 were time-based restricted stock units. The potentially dilutive common shares during the same periods did not include unvested stock options and performance-based restricted stock units containing unmet performance conditions. The potentially dilutive common shares are included in the calculation of diluted net income per share only when their effect is dilutive. The following table sets forth the computation of basic and diluted net income per share attributable to common stockholders for the three and six months ended June 30, 2022 and 2021: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands, except shares and per share data) Basic net income per share: Numerator Net income attributable to common stockholders $ 23,126 $ 75,966 $ 46,280 $ 88,828 Denominator Weighted average common shares 126,221,689 126,230,752 126,218,710 126,515,343 Basic net income per share attributable to common stockholders $ 0.18 $ 0.60 $ 0.37 $ 0.70 Diluted net income per share: Numerator Net income attributable to common stockholders $ 23,126 $ 75,966 $ 46,280 $ 88,828 Denominator Basic weighted average common shares 126,221,689 126,230,752 126,218,710 126,515,343 Dilutive effect of outstanding Time-Based Restricted Stock Units 677 43,445 405 38,739 Diluted weighted average common shares 126,222,366 126,274,197 126,219,115 126,554,082 Diluted net income per share attributable to common stockholders $ 0.18 $ 0.60 $ 0.37 $ 0.70 The following potentially dilutive outstanding securities as of June 30, 2022 and 2021 were excluded from the computation of diluted net income per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions that were not satisfied by the end of the periods: Three Months Ended Six Months Ended 2022 2021 2022 2021 Unvested Time-Based Restricted Stock Units 543,359 — 543,359 — Unvested Performance-Based Restricted Stock Units 234,077 99,289 234,077 99,289 Unvested and not exercised Stock Options 185,908 199,764 185,908 199,764 Total 963,344 299,053 963,344 299,053 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants. In arriving at a fair value measurement, the Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. The three levels of inputs used to establish fair value are the following: • Level 1 — Quoted prices in active markets for identical assets or liabilities; • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted discount rates, available observable and unobservable inputs. Fair Value Hierarchy The following table presents the placement in the fair value hierarchy of the Company’s debt, net of deferred financing costs at June 30, 2022 and December 31, 2021: Carrying value Fair value measurement at June 30, 2022 Level 1 Level 2 Level 3 (in thousands) Liabilities: Debt at fair value $ 144,865 $ — $ 144,865 $ — Total $ 144,865 $ — $ 144,865 $ — Carrying value Fair value measurement at December 31, 2021 Level 1 Level 2 Level 3 (in thousands) Liabilities: Debt at fair value $ 146,260 $ — $ 146,260 $ — Total $ 146,260 $ — $ 146,260 $ — The carrying amount of the Company’s debt approximates its fair value due to its variable interest rate that is tied to the current LIBOR plus an applicable spread. The Company’s accounting policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of any level for the periods ended June 30, 2022 and December 31, 2021. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes During the three and six months ended June 30, 2022, the Company recognized income tax expense of $8.6 million and $16.9 million, respectively, as compared to income tax expense of $23.3 million and $27.7 million, respectively, during the three and six months ended June 30, 2021. The effective tax rate for the three and six months ended June 30, 2022 was 27.1% and 26.7%, respectively, as compared to 23.4% and 23.8%, respectively during the three and six months ended June 30, 2021. The Company’s income tax expense for the three and six months ended June 30, 2022 and June 30, 2021 differs from amounts computed by applying the U.S. federal statutory tax rate of 21% primarily due to state income tax expenses and the officer’s compensation limitation under Section 162m. As of June 30, 2022, the Company has assessed whether it is more likely than not that its deferred tax assets will be realized. In making this determination, the Company considers all available positive and negative evidence and makes certain assumptions. The Company considers, among other things, the reversal of its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends and its outlook for future years. The Company believes it is more-likely-than-not all deferred tax assets will be realized and has not recorded any valuation allowance as of June 30, 2022. The Company has evaluated the aggregate exposure for uncertain tax positions for all open tax years and concluded that the Company and its predecessor have no material uncertain tax positions as of June 30, 2022 or for any open tax years. When applicable, tax penalties and interest are recognized within general and administrative expenses in the condensed consolidated statements of operations. The Company has not recorded any penalties or interest related to uncertain tax positions as of June 30, 2022 or for any open tax years. |
Summary of Significant Accoun_2
Summary of Significant Accounting and Reporting Policies and Recent Developments (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation and consolidation | The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and include the accounts of Open Lending and all its subsidiaries that are directly or indirectly owned or controlled by the Company. All intercompany transactions and balances have been eliminated upon consolidation. Certain prior year amounts have been reclassified to conform to the Company’s current presentation. Such reclassifications had no effect on the Company’s previously reported net income, earnings per share, cash flows or retained earnings. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted from these condensed consolidated financial statements, as permitted by Securities and Exchange Commission (“SEC”) rules and regulations. The Company believes the disclosures made in these condensed consolidated financial statements are adequate to make the information herein not misleading. The Company recommends that these condensed consolidated financial statements be read in conjunction with its audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (“Annual Report”). The interim data includes all adjustments that are, in the opinion of the Company’s management, necessary for a fair statement of the results for the interim periods presented. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the Company’s operating results for the entire fiscal year ending December 31, 2022. |
Concentration of credit risk | The Company’s three largest insurance carrier partners accounted for 38%, 11% and 11% of the Company’s total revenue during the three months ended June 30, 2022 and 38%, 13% and 10% during the six months ended June 30, 2022. The Company’s two largest insurance carriers accounted for 43% and 24% of the Company’s total revenue during the three months ended June 30, 2021 and accounted for 43% and 23% for the six months ended June 30, 2021. In the event that one or more of the Company’s significant insurance carriers terminates their relationship with the Company, it could have a material and adverse effect on the Company’s business and, in turn, its revenue. Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, restricted cash, accounts receivable and contract assets to the extent of the amounts recorded on the balance sheets. Cash and cash equivalents are deposited in commercial analysis and savings accounts at two financial institutions, both with high credit standing. Restricted cash relates to funds held by the Company on behalf of the insurance carriers, delegated for the use of insurance claim payments. Restricted cash is deposited in commercial analysis accounts at one financial institution. The Company has not experienced any losses on its deposits of cash and cash equivalents and management believes the Company is not exposed to significant risks on such accounts. At June 30, 2022, the Company had one customer that individually accounted for 10% of the Company’s net accounts receivable. At December 31, 2021, the Company had two customers that each represented 10% of the Company’s net accounts receivable. |
Use of estimates and judgements | The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates, and those differences may be material. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. The most significant items subject to such estimates and assumptions include, but are not limited to, profit share revenue recognition and the corresponding impact on contract assets, the recognition of the valuations of share-based compensation arrangements, and assessing the realizability of deferred tax assets. These estimates, although based on actual historical trend and modeling, may potentially show significant variances over time. |
Recently adopted new accounting standards and Recently issued accounting pronouncements not yet adopted | In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform within Topic 848, which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients and are retained through the end of the hedging relationship. The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied. The amendments in this update were effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company has not experienced any unintended outcomes or consequences of reference rate reform that would necessitate the adoption of this guidance. The Company will not need to consider the application of this guidance related to its credit agreements as such agreements provide for a replacement rate when LIBOR is discontinued. The Company will continue to closely monitor all potential instances of reference rate reform to determine if the adoption of ASU 2020-04 becomes necessary in the future. |
Fair Value of Financial Instruments | Fair value is the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants. In arriving at a fair value measurement, the Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. The three levels of inputs used to establish fair value are the following: • Level 1 — Quoted prices in active markets for identical assets or liabilities; • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Contract Assets (Tables)
Contract Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Contract Assets | Contract assets balances for the periods indicated below are as follows: Contract Assets Profit TPA Fees Program Total (in thousands) Ending balance as of March 31, 2022 $ 100,008 $ 1,360 $ 6,084 $ 107,452 Increase due to new business generation 26,333 2,155 20,731 49,219 Change in estimates of revenue from performance obligations satisfied in previous periods 2,824 — — 2,824 Receivables transferred from contract assets upon billing the lending institutions — — (20,178) (20,178) Payments received from insurance carriers (30,496) (2,078) — (32,574) Provision for expected credit losses 3 — 2 5 Ending balance as of June 30, 2022 $ 98,672 $ 1,437 $ 6,639 $ 106,748 Contract Assets Profit TPA Fees Program Total (in thousands) Ending balance as of December 31, 2021 $ 105,486 $ 1,316 $ 6,154 $ 112,956 Increase due to new business generation 52,002 4,185 40,457 96,644 Change in estimates of revenue from performance obligations satisfied in previous periods 5,465 — — 5,465 Receivables transferred from contract assets upon billing the lending institutions — — (39,978) (39,978) Payments received from insurance carriers (64,327) (4,065) — (68,392) Provision for expected credit losses 46 1 6 53 Ending balance as of June 30, 2022 $ 98,672 $ 1,437 $ 6,639 $ 106,748 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt balances for the periods indicated below were as follows: June 30, 2022 December 31, 2021 (in thousands) Revolving Facility, matures in 2026 $ 25,000 $ 25,000 Term Loan due 2026 121,094 122,656 Less: unamortized deferred financing costs (1,229) (1,396) Total debt 144,865 146,260 Less: current portion of debt (3,906) (3,125) Total long-term debt, net of deferred financing costs $ 140,959 $ 143,135 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Share-based compensation expense recorded for each type of award is as follows: Three Months Ended June 30, Six Months Ended 2022 2021 2022 2021 (in thousands) Time-Based Restricted Stock Units $ 1,005 $ 458 $ 1,912 $ 691 Performance-Based Restricted Stock Units (195) 276 11 553 Stock Options 178 193 346 384 Total share-based compensation expense $ 988 $ 927 $ 2,269 $ 1,628 During the three and six months ended June 30, 2022 and 2021, share-based compensation expense was allocated to cost of services, general and administrative, selling and marketing, and research and development, generally based on the functional responsibilities of the award recipient in the accompanying condensed consolidated statements of operations as follows: Three Months Ended June 30, Six Months Ended 2022 2021 2022 2021 (in thousands) General and administrative $ 643 $ 773 $ 1,565 $ 1,327 Selling and marketing 150 91 330 182 Research and development 111 34 206 62 Cost of services 84 29 168 57 Total $ 988 $ 927 $ 2,269 $ 1,628 The following table reflects the future share-based compensation expense for the outstanding awards at June 30, 2022: Unrecognized Share-based Compensation Expense Weighted Average Amortization Period (in thousands) Time-Based Restricted Stock Units $ 11,837 3.13 years Performance-Based Restricted Stock Units 4,296 2.07 years Stock Options 1,800 2.50 years Total unrecognized share-based compensation expense $ 17,933 2.81 years |
Share-based Payment Arrangement, Activity | The following table provides information related to the Company’s share-based compensation award activity for the six months ended June 30, 2022: Time-Based Stock Options Performance-Based Number of Awards Weighted Average Fair Value at Grant Date Number of Awards Weighted Average Exercise Price Number of Awards Weighted Average Fair Value at Grant Date Outstanding as of December 31, 2021 231,625 $ 35.17 194,348 $ 33.56 99,289 $ 33.44 Granted 352,177 20.80 — — 139,662 16.11 Vested (17,691) 30.95 — — — — Forfeited or expired (22,752) 23.32 (8,440) 33.56 (4,874) 33.44 Outstanding as of June 30, 2022 543,359 $ 26.49 185,908 $ 33.56 234,077 $ 23.10 |
Net Income per Share (Tables)
Net Income per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share | The following table sets forth the computation of basic and diluted net income per share attributable to common stockholders for the three and six months ended June 30, 2022 and 2021: Three Months Ended Six Months Ended 2022 2021 2022 2021 (in thousands, except shares and per share data) Basic net income per share: Numerator Net income attributable to common stockholders $ 23,126 $ 75,966 $ 46,280 $ 88,828 Denominator Weighted average common shares 126,221,689 126,230,752 126,218,710 126,515,343 Basic net income per share attributable to common stockholders $ 0.18 $ 0.60 $ 0.37 $ 0.70 Diluted net income per share: Numerator Net income attributable to common stockholders $ 23,126 $ 75,966 $ 46,280 $ 88,828 Denominator Basic weighted average common shares 126,221,689 126,230,752 126,218,710 126,515,343 Dilutive effect of outstanding Time-Based Restricted Stock Units 677 43,445 405 38,739 Diluted weighted average common shares 126,222,366 126,274,197 126,219,115 126,554,082 Diluted net income per share attributable to common stockholders $ 0.18 $ 0.60 $ 0.37 $ 0.70 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive outstanding securities as of June 30, 2022 and 2021 were excluded from the computation of diluted net income per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions that were not satisfied by the end of the periods: Three Months Ended Six Months Ended 2022 2021 2022 2021 Unvested Time-Based Restricted Stock Units 543,359 — 543,359 — Unvested Performance-Based Restricted Stock Units 234,077 99,289 234,077 99,289 Unvested and not exercised Stock Options 185,908 199,764 185,908 199,764 Total 963,344 299,053 963,344 299,053 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Assets and Liabilities Measured on Recurring Basis | The following table presents the placement in the fair value hierarchy of the Company’s debt, net of deferred financing costs at June 30, 2022 and December 31, 2021: Carrying value Fair value measurement at June 30, 2022 Level 1 Level 2 Level 3 (in thousands) Liabilities: Debt at fair value $ 144,865 $ — $ 144,865 $ — Total $ 144,865 $ — $ 144,865 $ — Carrying value Fair value measurement at December 31, 2021 Level 1 Level 2 Level 3 (in thousands) Liabilities: Debt at fair value $ 146,260 $ — $ 146,260 $ — Total $ 146,260 $ — $ 146,260 $ — |
Description of Business, Back_2
Description of Business, Background and Nature of Operations - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting and Reporting Policies and Recent Developments - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | ||||||
Allowance for credit loss (less than) | $ 0.2 | $ 0.2 | $ 0.2 | |||
Insurance Partner One | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 38% | 38% | ||||
Insurance Partner Two | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 11% | 13% | ||||
Insurance Partner Three | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 11% | 10% | ||||
Top Insurance Partner | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 43% | 43% | ||||
Two Insurance Partners | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 24% | 23% | ||||
One Customer | Accounts Receivable | Customer Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 10% | |||||
Customer One | Accounts Receivable | Customer Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 10% | |||||
Customer Two | Accounts Receivable | Customer Concentration Risk | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 10% |
Contract Assets - Additional In
Contract Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Contract With Customer Asset And Liability [Line Items] | |||||
Change in estimates of revenue from performance obligations satisfied in previous periods | $ 2,824 | $ 5,465 | |||
Current contract assets, net | 73,338 | 73,338 | $ 70,542 | ||
Non-current contract assets, net | 33,410 | 33,410 | $ 42,414 | ||
Profit share | |||||
Contract With Customer Asset And Liability [Line Items] | |||||
Change in estimates of revenue from performance obligations satisfied in previous periods | $ 2,824 | $ 11,800 | $ 5,465 | $ 16,900 |
Contract Assets - Summary Of Co
Contract Assets - Summary Of Contract Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Contract With Customer, Asset [Roll Forward] | ||||
Beginning balance | $ 107,452 | $ 112,956 | ||
Increase due to new business generation | 49,219 | 96,644 | ||
Change in estimates of revenue from performance obligations satisfied in previous periods | 2,824 | 5,465 | ||
Receivables transferred from contract assets upon billing the lending institutions | (20,178) | (39,978) | ||
Payments received from insurance carriers | (32,574) | (68,392) | ||
Provision for expected credit losses | 5 | 53 | ||
Ending balance | 106,748 | 106,748 | ||
Profit Share | ||||
Contract With Customer, Asset [Roll Forward] | ||||
Beginning balance | 100,008 | 105,486 | ||
Increase due to new business generation | 26,333 | 52,002 | ||
Change in estimates of revenue from performance obligations satisfied in previous periods | 2,824 | $ 11,800 | 5,465 | $ 16,900 |
Receivables transferred from contract assets upon billing the lending institutions | 0 | 0 | ||
Payments received from insurance carriers | (30,496) | (64,327) | ||
Provision for expected credit losses | 3 | 46 | ||
Ending balance | 98,672 | 98,672 | ||
TPA Fees | ||||
Contract With Customer, Asset [Roll Forward] | ||||
Beginning balance | 1,360 | 1,316 | ||
Increase due to new business generation | 2,155 | 4,185 | ||
Change in estimates of revenue from performance obligations satisfied in previous periods | 0 | 0 | ||
Receivables transferred from contract assets upon billing the lending institutions | 0 | 0 | ||
Payments received from insurance carriers | (2,078) | (4,065) | ||
Provision for expected credit losses | 0 | 1 | ||
Ending balance | 1,437 | 1,437 | ||
Program Fees | ||||
Contract With Customer, Asset [Roll Forward] | ||||
Beginning balance | 6,084 | 6,154 | ||
Increase due to new business generation | 20,731 | 40,457 | ||
Change in estimates of revenue from performance obligations satisfied in previous periods | 0 | 0 | ||
Receivables transferred from contract assets upon billing the lending institutions | (20,178) | (39,978) | ||
Payments received from insurance carriers | 0 | 0 | ||
Provision for expected credit losses | 2 | 6 | ||
Ending balance | $ 6,639 | $ 6,639 |
Debt - Summary of Debt (Detail)
Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 19, 2021 |
Debt Instrument [Line Items] | |||
Less: unamortized deferred financing costs | $ (1,229) | $ (1,396) | |
Total debt | 144,865 | 146,260 | |
Less: current portion of debt | (3,906) | (3,125) | |
Total long-term debt, net of deferred financing costs | 140,959 | 143,135 | |
Medium-term Notes | Term Loan due 2026 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 121,094 | 122,656 | $ 125,000 |
Less: unamortized deferred financing costs | (1,200) | ||
Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 25,000 | $ 25,000 | |
Less: unamortized deferred financing costs | $ (500) |
Debt - Additional Information (
Debt - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||||
Mar. 19, 2021 USD ($) | Mar. 11, 2020 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 0 | $ (8,778,000) | |||
Debt issuance costs, net | $ 1,229,000 | $ 1,229,000 | $ 1,396,000 | ||||
New Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs, net | $ 1,700,000 | ||||||
Debt, weighted average interest rate | 3.64% | 3.64% | |||||
Maximum total net leverage ratio | 3.5 | ||||||
Decrease maximum total net leverage ratio | 3 | ||||||
Minimum fixed charge coverage ratio | 1.25 | ||||||
New Credit Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, commitment fee percentage | 0.275% | ||||||
Base Rate | New Credit Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.75% | ||||||
Base Rate | New Credit Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||
London Interbank Offered Rate (LIBOR) | New Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.66% | ||||||
Debt instrument, margin rate | 1.75% | ||||||
London Interbank Offered Rate (LIBOR) | New Credit Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
London Interbank Offered Rate (LIBOR) | New Credit Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||
Medium-term Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 170,000,000 | ||||||
Debt instrument, LIBOR floor rate | 1% | ||||||
Medium-term Notes | Term Loan due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, gross | $ 125,000,000 | $ 121,094,000 | $ 121,094,000 | 122,656,000 | |||
Debt issuance costs, net | 1,200,000 | ||||||
Medium-term Notes | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 6.50% | ||||||
Line of Credit | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, gross | 25,000,000 | 25,000,000 | $ 25,000,000 | ||||
Line of credit facility, maximum borrowing capacity | 50,000,000 | ||||||
Line of credit facility, remaining borrowing capacity | $ 25,000,000 | $ 25,000,000 | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.20% | ||||||
Debt issuance costs, net | 500,000 | ||||||
Line of Credit | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||||||
Line of Credit | New Credit Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, commitment fee percentage | 0.20% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 09, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total share-based compensation expense | $ 988 | $ 927 | $ 2,269 | $ 1,628 | |
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total share-based compensation expense | $ (300) | ||||
Stock Option And Incentive Plan, 2020 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, capital shares reserved for future issuance (in shares) | 18,801,465 | 18,801,465 | 9,693,750 | ||
Percent on number of shares outstanding | 10% | ||||
Percent of incremental shares on outstanding common stock | 4% | 4% | 4% |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 988 | $ 927 | $ 2,269 | $ 1,628 |
Time-Based Restricted Stock Units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | (195) | 276 | 11 | 553 |
Performance-Based Restricted Stock Units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 1,005 | 458 | 1,912 | 691 |
Stock Options | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 178 | $ 193 | $ 346 | $ 384 |
Share-Based Compensation - Sh_2
Share-Based Compensation - Share-based Compensation Expense Allocated to Income Statement Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 988 | $ 927 | $ 2,269 | $ 1,628 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 643 | 773 | 1,565 | 1,327 |
Selling and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 150 | 91 | 330 | 182 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 111 | 34 | 206 | 62 |
Cost of services | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 84 | $ 29 | $ 168 | $ 57 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Options and Restricted Stock Award Activity (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of Awards | |
Beginning balance (in shares) | shares | 194,348 |
Granted (in shares) | shares | 0 |
Vested/Exercised (in shares) | shares | 0 |
Forfeitures (in shares) | shares | (8,440) |
Ending balance (in shares) | shares | 185,908 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 33.56 |
Granted (in dollars per share) | $ / shares | 0 |
Vested/Exercised (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 33.56 |
Ending balance (in dollars per share) | $ / shares | $ 33.56 |
Time-Based Restricted Stock Units | |
Number of Awards | |
Beginning balance (in shares) | shares | 231,625 |
Granted (in shares) | shares | 352,177 |
Vested/Exercised (in shares) | shares | (17,691) |
Forfeited (in shares) | shares | (22,752) |
Ending balance (in shares) | shares | 543,359 |
Weighted Average Fair Value at Grant Date | |
Beginning balance (in dollars per share) | $ / shares | $ 35.17 |
Granted (in dollars per share) | $ / shares | 20.80 |
Vested/Exercised (in dollars per share) | $ / shares | 30.95 |
Forfeited (in dollars per share) | $ / shares | 23.32 |
Ending balance (in dollars per share) | $ / shares | $ 26.49 |
Performance-Based Restricted Stock Units | |
Number of Awards | |
Beginning balance (in shares) | shares | 99,289 |
Granted (in shares) | shares | 139,662 |
Vested/Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | (4,874) |
Ending balance (in shares) | shares | 234,077 |
Weighted Average Fair Value at Grant Date | |
Beginning balance (in dollars per share) | $ / shares | $ 33.44 |
Granted (in dollars per share) | $ / shares | 16.11 |
Vested/Exercised (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 33.44 |
Ending balance (in dollars per share) | $ / shares | $ 23.10 |
Share-Based Compensation - Unre
Share-Based Compensation - Unrecognized Share-based Compensation Expense (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Total unrecognized share-based compensation expense | $ 17,933 |
Weighted Average Amortization Period | 2 years 9 months 21 days |
Time-Based Restricted Stock Units | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Unrecognized expense, restricted stock | $ 11,837 |
Weighted Average Amortization Period | 3 years 1 month 17 days |
Stock Options | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Unrecognized expense, stock options | $ 1,800 |
Weighted Average Amortization Period | 2 years 6 months |
Performance-Based Restricted Stock Units | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Unrecognized expense, restricted stock | $ 4,296 |
Weighted Average Amortization Period | 2 years 25 days |
Net Income per Share - Summary
Net Income per Share - Summary of Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator | ||||||
Net income attributable to common stockholders | $ 23,126 | $ 75,966 | $ 46,280 | $ 88,828 | ||
Denominator | ||||||
Weighted average common shares (in shares) | 126,221,689 | 126,230,752 | 126,218,710 | 126,515,343 | ||
Basic net income per share attributable to common stockholders (in dollars per share) | $ 0.18 | $ 0.60 | $ 0.37 | $ 0.70 | ||
Numerator | ||||||
Net income attributable to common stockholders | $ 23,126 | $ 23,154 | $ 75,966 | $ 12,862 | $ 46,280 | $ 88,828 |
Denominator | ||||||
Basic weighted average common shares (in shares) | 126,221,689 | 126,230,752 | 126,218,710 | 126,515,343 | ||
Dilutive effect of outstanding Time-Based Restricted Stock Units | 677 | 43,445 | 405 | 38,739 | ||
Diluted weighted average common shares (in shares) | 126,222,366 | 126,274,197 | 126,219,115 | 126,554,082 | ||
Diluted net income per share attributable to common stockholders (in dollars per share) | $ 0.18 | $ 0.60 | $ 0.37 | $ 0.70 |
Net Income per Share - Summar_2
Net Income per Share - Summary of Antidilutive Securities Excluded from Computation Of Earnings Per Share (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 963,344 | 299,053 | 963,344 | 299,053 |
Unvested Time-Based Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 543,359 | 0 | 543,359 | 0 |
Performance-Based Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 234,077 | 99,289 | 234,077 | 99,289 |
Unvested and not exercised Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 185,908 | 199,764 | 185,908 | 199,764 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Debt at fair value | $ 144,865 | $ 146,260 |
Total | 144,865 | 146,260 |
Level 1 | ||
Liabilities: | ||
Debt at fair value | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Liabilities: | ||
Debt at fair value | 144,865 | 146,260 |
Total | 144,865 | 146,260 |
Level 3 | ||
Liabilities: | ||
Debt at fair value | 0 | 0 |
Total | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 8,581 | $ 23,267 | $ 16,891 | $ 27,737 |
Effective income tax rate reconciliation, percent | 27.10% | 23.40% | 26.70% | 23.80% |