Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | CCC INTELLIGENT SOLUTIONS HOLDINGS INC. | |
Entity Central Index Key | 0001818201 | |
Entity File Number | 001-39447 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 98-1546280 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 167 N. Green Street | |
Entity Address, Address Line Two | 9th Floor | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60607 | |
City Area Code | 800 | |
Local Phone Number | 621-8070 | |
Entity Common Stock, Shares Outstanding | 620,711,455 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | CCCS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 248,153 | $ 182,544 |
Accounts receivable-Net of allowances of $4,690 and $3,791 as of September 30, 2022 and December 31, 2021, respectively | 98,194 | 78,793 |
Income taxes receivable | 71 | 318 |
Deferred contract costs | 15,788 | 15,069 |
Other current assets | 33,898 | 46,181 |
Total current assets | 396,104 | 322,905 |
SOFTWARE, EQUIPMENT, AND PROPERTY—Net | 147,531 | 135,845 |
OPERATING LEASE ASSETS | 34,901 | 37,234 |
INTANGIBLE ASSETS—Net | 1,143,630 | 1,213,249 |
GOODWILL | 1,494,267 | 1,466,884 |
DEFERRED FINANCING FEES, REVOLVER—Net | 2,439 | 2,899 |
DEFERRED CONTRACT COSTS | 18,818 | 22,117 |
EQUITY METHOD INVESTMENT | 10,228 | 10,228 |
OTHER ASSETS | 49,999 | 26,165 |
TOTAL | 3,297,917 | 3,237,526 |
CURRENT LIABILITIES: | ||
Accounts payable | 14,579 | 12,918 |
Accrued expenses | 63,873 | 66,691 |
Income taxes payable | 17,025 | 7,243 |
Current portion of long-term debt | 8,000 | 8,000 |
Current portion of long-term licensing agreement—Net | 2,832 | 2,703 |
Operating lease liabilities | 3,713 | 8,052 |
Deferred revenues | 33,602 | 31,042 |
Total current liabilities | 143,624 | 136,649 |
LONG-TERM DEBT - Net | 775,770 | 780,610 |
DEFERRED INCOME TAXES—Net | 222,370 | 275,745 |
LONG-TERM LICENSING AGREEMENT—Net | 31,488 | 33,629 |
OPERATING LEASE LIABILITIES | 58,111 | 56,133 |
WARRANT LIABILITIES | 39,026 | 62,478 |
OTHER LIABILITIES | 2,729 | 5,785 |
Total liabilities | 1,273,118 | 1,351,029 |
COMMITMENTS AND CONTINGENCIES (Notes 19 and 20) | ||
MEZZANINE EQUITY: | ||
Redeemable non-controlling interest | 14,179 | 14,179 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock-$0.0001 par; 100,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock-$0.0001 par; 5,000,000,000 shares authorized; 620,117,025 and 609,768,296 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 62 | 61 |
Additional paid-in capital | 2,720,695 | 2,618,924 |
Accumulated deficit | (709,018) | (746,352) |
Accumulated other comprehensive loss | (1,119) | (315) |
Total stockholders' equity | 2,010,620 | 1,872,318 |
TOTAL | $ 3,297,917 | $ 3,237,526 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts receivable current | $ 4,690 | $ 3,791 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 5,000,000,000 | 5,000,000,000 |
Common Stock, Shares, Issued | 620,117,025 | 609,768,296 |
Common Stock, Shares, Outstanding | 620,117,025 | 609,768,296 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income | ||||
REVENUES | $ 198,734 | $ 176,628 | $ 578,342 | $ 501,205 |
COST OF REVENUES | ||||
Cost of revenues, exclusive of amortization of acquired technologies | 46,379 | 51,273 | 135,174 | 128,218 |
Amortization of acquired technologies | 6,748 | 6,580 | 20,193 | 19,740 |
Total cost of revenues | 53,127 | 57,853 | 155,367 | 147,958 |
GROSS PROFIT | 145,607 | 118,775 | 422,975 | 353,247 |
OPERATING EXPENSES: | ||||
Research and development | 40,273 | 67,016 | 114,711 | 128,894 |
Selling and marketing | 30,838 | 80,382 | 88,731 | 121,350 |
General and administrative expenses | 39,376 | 142,511 | 123,093 | 208,745 |
Amortization of intangible assets | 18,066 | 18,078 | 54,212 | 54,232 |
Total operating expenses | 128,553 | 307,987 | 380,747 | 513,221 |
OPERATING INCOME (LOSS) | 17,054 | (189,212) | 42,228 | (159,974) |
INTEREST EXPENSE | (10,501) | (13,878) | (25,786) | (51,548) |
CHANGE IN FAIR VALUE OF DERIVATIVE INSTRUMENTS | 5,991 | 2,007 | 5,991 | 8,373 |
CHANGE IN FAIR VALUE OF WARRANT LIABILITIES | 312 | (26,889) | 23,452 | (26,889) |
GAIN ON SALE OF COST METHOD INVESTMENT | 9 | 0 | 3,587 | 0 |
LOSS ON EARLY EXINGUISHMENT OF DEBT | 0 | (15,240) | 0 | (15,240) |
OTHER INCOME (LOSS) - Net | 382 | (93) | 576 | 1 |
PRETAX INCOME (LOSS) | 13,247 | (243,305) | 50,048 | (245,277) |
INCOME TAX (PROVISION) BENEFIT | (3,452) | 53,523 | (12,714) | 54,227 |
NET INCOME (LOSS) INCOME INCLUDING NON-CONTROLLING INTEREST | 9,795 | (189,782) | 37,334 | (191,050) |
Less: net income (loss) attributable to non-controlling interest | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO CCC INTELLIGENT SOLUTIONS HOLDINGS INC. | $ 9,795 | $ (189,782) | $ 37,334 | $ (191,050) |
Earnings Per Shares Basic And Diluted [Abstract] | ||||
Basic | $ 0.02 | $ (0.34) | $ 0.06 | $ (0.36) |
Diluted | $ 0.02 | $ (0.34) | $ 0.06 | $ (0.36) |
Earnings Per Share, Basic, Other Disclosure [Abstract] | ||||
Basic | 609,421,073 | 566,454,782 | 606,181,316 | 525,877,533 |
Diluted | 643,582,922 | 566,454,782 | 642,208,622 | 525,877,533 |
COMPREHENSIVE (LOSS) INCOME: | ||||
Net Income (Loss), Including noncontrolling Interest | $ 9,795 | $ (189,782) | $ 37,334 | $ (191,050) |
Other comprehensive income (loss)-Foreign currency translation adjustment | (510) | 11 | (804) | (18) |
COMPREHENSIVE (LOSS) INCOME INCLUDING NON-CONTROLLING INTEREST | 9,285 | (189,771) | 36,530 | (191,068) |
Less: comprehensive (loss) income attributable to non-controlling interest | 0 | 0 | 0 | 0 |
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO CCC INTELLIGENT SOLUTIONS HOLDINGS INC. | $ 9,285 | $ (189,771) | $ 36,530 | $ (191,068) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Mezzanine Equity and Stockholders' Equity - USD ($) | Total | Noncontrolling Interest [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning Balance at Dec. 31, 2020 | $ 1,371,615,000 | $ 0 | $ 50,000 | $ 1,501,206,000 | $ (129,370,000) | $ (271,000) | |
Balance Balance, Shares at Dec. 31, 2020 | 0 | 504,274,890 | |||||
Beginning Balance , Redeemable Non-Controlling Interest at Dec. 31, 2020 | $ 14,179,000 | ||||||
Issuance of common stock | 1,007,000 | 1,007,000 | |||||
Issuance of common stock (Shares) | 110,679 | ||||||
Stock-based compensation expense | 11,838,000 | 11,838,000 | |||||
Stock-based compensation expense, Shares | 883,729 | ||||||
Exercise of stock options—net of tax | 444,000 | 444,000 | |||||
Exercise of stock options—net of tax , Shares | 161,080 | ||||||
Dividend to CCCIS stockholders | (134,551,000) | (134,551,000) | |||||
Foreign currency translation adjustment | 7,000 | 7,000 | |||||
Net income (loss) | (5,084,000) | (5,084,000) | |||||
Ending Balance , Redeemable Non-Controlling Interest at Mar. 31, 2021 | 14,179,000 | ||||||
Ending Balance at Mar. 31, 2021 | 1,245,276,000 | $ 0 | $ 50,000 | 1,514,495,000 | (269,005,000) | (264,000) | |
Ending Balance, Shares at Mar. 31, 2021 | 0 | 505,430,378 | |||||
Beginning Balance at Dec. 31, 2020 | 1,371,615,000 | $ 0 | $ 50,000 | 1,501,206,000 | (129,370,000) | (271,000) | |
Balance Balance, Shares at Dec. 31, 2020 | 0 | 504,274,890 | |||||
Beginning Balance , Redeemable Non-Controlling Interest at Dec. 31, 2020 | 14,179,000 | ||||||
Foreign currency translation adjustment | (18,000) | ||||||
Net income (loss) | (191,050,000) | ||||||
Ending Balance , Redeemable Non-Controlling Interest at Sep. 30, 2021 | 14,179,000 | ||||||
Ending Balance at Sep. 30, 2021 | 1,837,038,000 | $ 0 | $ 60,000 | 2,525,750,000 | (688,483,000) | (289,000) | |
Ending Balance, Shares at Sep. 30, 2021 | 0 | 603,170,380 | |||||
Beginning Balance at Mar. 31, 2021 | 1,245,276,000 | $ 0 | $ 50,000 | 1,514,495,000 | (269,005,000) | (264,000) | |
Balance Balance, Shares at Mar. 31, 2021 | 0 | 505,430,378 | |||||
Beginning Balance , Redeemable Non-Controlling Interest at Mar. 31, 2021 | 14,179,000 | ||||||
Stock-based compensation expense | 2,579,000 | 2,579,000 | |||||
Foreign currency translation adjustment | (36,000) | (36,000) | |||||
Net income (loss) | 3,816,000 | 3,816,000 | |||||
Ending Balance , Redeemable Non-Controlling Interest at Jun. 30, 2021 | 14,179,000 | ||||||
Ending Balance at Jun. 30, 2021 | 1,251,635,000 | $ 0 | $ 50,000 | 1,517,074,000 | (265,189,000) | (300,000) | |
Ending Balance, Shares at Jun. 30, 2021 | 0 | 505,430,378 | |||||
Stock-based compensation expense | 213,966,000 | 213,966,000 | |||||
Net equity infusion from the Business Combination | 704,841,000 | $ 10,000 | 704,831,000 | ||||
Net equity infusion from the Business Combination (Shares) | 97,740,002 | ||||||
Dividend to CCCIS stockholders | (134,627,000) | (134,627,000) | |||||
Deemed distribution to CCCIS option holders | (9,006,000) | (9,006,000) | |||||
Company Vesting Shares granted to CCCIS stockholders | 98,885,000 | (98,885,000) | |||||
Foreign currency translation adjustment | 11,000 | 11,000 | |||||
Net income (loss) | (189,782,000) | (189,782,000) | |||||
Ending Balance , Redeemable Non-Controlling Interest at Sep. 30, 2021 | 14,179,000 | ||||||
Ending Balance at Sep. 30, 2021 | 1,837,038,000 | $ 0 | $ 60,000 | 2,525,750,000 | (688,483,000) | (289,000) | |
Ending Balance, Shares at Sep. 30, 2021 | 0 | 603,170,380 | |||||
Beginning Balance at Dec. 31, 2021 | 1,872,318,000 | $ 0 | $ 61,000 | 2,618,924,000 | (746,352,000) | (315,000) | |
Balance Balance, Shares at Dec. 31, 2021 | 0 | 609,768,296 | |||||
Beginning Balance , Redeemable Non-Controlling Interest at Dec. 31, 2021 | 14,179,000 | 14,179,000 | |||||
Stock-based compensation expense | 23,644,000 | 23,644,000 | |||||
Exercise of stock options—net of tax | 10,633,000 | 10,633,000 | |||||
Exercise of stock options—net of tax , Shares | 3,961,270 | ||||||
Exercise of Warrants-Net, Shares | 1,246 | ||||||
Issuance of common stock upon vesting of RSUs-net of tax, Shares | 27,314 | ||||||
Foreign currency translation adjustment | 9,000 | 9,000 | |||||
Net income (loss) | 11,975,000 | 11,975,000 | |||||
Ending Balance , Redeemable Non-Controlling Interest at Mar. 31, 2022 | 14,179,000 | ||||||
Ending Balance at Mar. 31, 2022 | 1,918,579,000 | $ 61,000 | 2,653,201,000 | (734,377,000) | (306,000) | ||
Ending Balance, Shares at Mar. 31, 2022 | 613,758,126 | ||||||
Beginning Balance at Dec. 31, 2021 | 1,872,318,000 | $ 0 | $ 61,000 | 2,618,924,000 | (746,352,000) | (315,000) | |
Balance Balance, Shares at Dec. 31, 2021 | 0 | 609,768,296 | |||||
Beginning Balance , Redeemable Non-Controlling Interest at Dec. 31, 2021 | 14,179,000 | 14,179,000 | |||||
Foreign currency translation adjustment | (804,000) | ||||||
Net income (loss) | 37,334,000 | ||||||
Ending Balance , Redeemable Non-Controlling Interest at Sep. 30, 2022 | 14,179,000 | 14,179,000 | |||||
Ending Balance at Sep. 30, 2022 | 2,010,620,000 | $ 62,000 | 2,720,695,000 | (709,018,000) | (1,119,000) | ||
Ending Balance, Shares at Sep. 30, 2022 | 620,117,025 | ||||||
Beginning Balance at Mar. 31, 2022 | 1,918,579,000 | $ 61,000 | 2,653,201,000 | (734,377,000) | (306,000) | ||
Balance Balance, Shares at Mar. 31, 2022 | 613,758,126 | ||||||
Beginning Balance , Redeemable Non-Controlling Interest at Mar. 31, 2022 | 14,179,000 | ||||||
Stock-based compensation expense | 28,403,000 | 28,403,000 | |||||
Exercise of stock options—net of tax | 4,723,000 | $ 1,000 | 4,722,000 | ||||
Exercise of stock options—net of tax , Shares | 1,713,991 | ||||||
Issuance of common stock upon vesting of RSUs-net of tax, Shares | 29,834 | ||||||
Foreign currency translation adjustment | (303,000) | (303,000) | |||||
Net income (loss) | 15,564,000 | 15,564,000 | |||||
Ending Balance , Redeemable Non-Controlling Interest at Jun. 30, 2022 | 14,179,000 | ||||||
Ending Balance at Jun. 30, 2022 | 1,966,966,000 | $ 62,000 | 2,686,326,000 | (718,813,000) | (609,000) | ||
Ending Balance, Shares at Jun. 30, 2022 | 615,501,951 | ||||||
Stock-based compensation expense | 28,722,000 | 28,722,000 | |||||
Exercise of stock options—net of tax | $ 7,455,000 | 7,455,000 | |||||
Exercise of stock options—net of tax , Shares | 2,685,029 | ||||||
Issuance of common stock under employee stock purchase plan, Value | $ 3,197,000 | 3,197,000 | |||||
Issuance of common stock under employee stock purchase plan, Shares | 408,879 | ||||||
Issuance of common stock upon vesting of RSUs-net of tax | (5,005) | (5,005) | |||||
Issuance of common stock upon vesting of RSUs-net of tax, Shares | 1,521,166 | ||||||
Foreign currency translation adjustment | (510,000) | (510,000) | |||||
Net income (loss) | 9,795,000 | 9,795,000 | |||||
Ending Balance , Redeemable Non-Controlling Interest at Sep. 30, 2022 | 14,179,000 | $ 14,179,000 | |||||
Ending Balance at Sep. 30, 2022 | $ 2,010,620,000 | $ 62,000 | $ 2,720,695,000 | $ (709,018,000) | $ (1,119,000) | ||
Ending Balance, Shares at Sep. 30, 2022 | 620,117,025 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income (loss) | $ 9,795 | $ 11,975 | $ (189,782) | $ (5,084) | $ 37,334 | $ (191,050) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Depreciation and amortization of software, equipment, and property | 20,155 | 18,161 | |||||
Amortization of intangible assets | 74,405 | 73,972 | |||||
Deferred income taxes | (53,061) | (66,499) | |||||
Stock-based compensation | 80,769 | 235,413 | |||||
Amortization of deferred financing fees | 1,424 | 3,204 | |||||
Amortization of discount on debt | 196 | 537 | |||||
Change in fair value of derivative instruments | (5,991) | (8,373) | |||||
Change in fair value of warrant liabilities | (312) | 26,889 | (23,452) | 26,889 | |||
Loss on early extinguishment of debt | 0 | 15,240 | 0 | 15,240 | |||
Non-cash lease expense | 3,076 | 5,029 | |||||
Loss on disposal of software, equipment and property | 795 | 0 | |||||
Gain on sale of cost method investment | (3,587) | 0 | |||||
Other | 101 | 54 | |||||
Changes in: | |||||||
Accounts receivable—Net | (19,532) | (8,332) | |||||
Deferred contract costs | (719) | (1,916) | |||||
Other current assets | 12,321 | (4,673) | |||||
Deferred contract costs—Non-current | 3,299 | (4,504) | |||||
Other assets | (18,227) | (3,221) | |||||
Operating lease assets | 1,623 | 5,133 | |||||
Income taxes | 10,029 | (2,846) | |||||
Accounts payable | 2,466 | 1,399 | |||||
Accrued expenses | (2,664) | 17,051 | |||||
Operating lease liabilities | (4,687) | (5,935) | |||||
Deferred revenues | 2,557 | 2,861 | |||||
Extinguishment of interest rate swap liability | 0 | (9,987) | |||||
Other liabilities | (192) | (882) | |||||
Net cash provided by operating activities | 118,438 | 96,725 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Purchases of software, equipment, and property | (38,844) | (25,022) | |||||
Acquisition of Safekeep, Inc., net of cash acquired | (32,242) | ||||||
Purchase of equity method investment | 0 | (10,228) | |||||
Proceeds from sale of cost method investment | 3,901 | ||||||
Purchase of intangible asset | 0 | (49) | |||||
Net cash used in investing activities | (67,185) | (35,299) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from exercise of stock options | 22,814 | 503 | |||||
Proceeds from employee stock purchase plan | 3,197 | 0 | |||||
Payments for employee taxes withheld upon vesting of equity awards | (5,005) | 0 | |||||
Principal payments on long-term debt | (6,000) | (1,336,154) | |||||
Deemed distribution to CCCIS option holders | 0 | (9,006) | |||||
Net proceeds from equity infusion from the Business Combination | 0 | 763,300 | |||||
Proceeds from issuance of long-term debt, net of fees paid to lender | 0 | 789,927 | |||||
Proceeds from issuance of common stock | 0 | 1,007 | |||||
Payment of fees associated with early extinguishment of long-term debt | 0 | (3,320) | |||||
Dividends to CCCIS stockholders | 0 | (269,174) | |||||
Net cash provided by (used in) financing activities | 15,006 | (62,917) | |||||
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (650) | (162) | |||||
NET CHANGE IN CASH AND CASH EQUIVALENTS | 65,609 | (1,653) | |||||
Beginning of period | $ 182,544 | $ 162,118 | 182,544 | 162,118 | $ 162,118 | ||
End of period | $ 248,153 | $ 160,465 | 248,153 | 160,465 | $ 182,544 | ||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||
Noncash purchases of software, equipment, and property | 0 | 4,054 | |||||
Leasehold improvements acquired by tenant improvement allowance | 0 | 10,556 | |||||
Contingent consideration related to business acquisition | 200 | 0 | |||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||||||
Cash paid for interest | 24,150 | 47,312 | |||||
Cash paid for income taxes-Net | $ 55,526 | $ 15,119 |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2022 | |
Text Block [Abstract] | |
Organization and Nature of Operations | 1. ORGANIZATION AND nature of operations CCC Intelligent Solutions Holdings Inc., a Delaware corporation, is a leading provider of innovative cloud, mobile, telematics, hyperscale technologies, and applications for the property and casualty (“P&C”) insurance economy. Our cloud-based software as a service (“SaaS”) platform connects trading partners, facilitates commerce, and supports mission-critical, artificial intelligence ("AI") enabled digital workflows. Our platform digitizes workflows and connects companies across the P&C insurance economy, including insurance carriers, collision repairers, parts suppliers, automotive manufacturers, financial institutions, and others. The Company is headquartered in Chicago, Illinois. The Company’s primary operations are in the United States (“US”) and it also has operations in China. The Company was originally incorporated as a Cayman Islands exempted company on July 3, 2020 as a special purpose acquisition company under the name Dragoneer Growth Opportunities Corp. On February 2, 2021, CCCIS entered into the Business Combination Agreement with Dragoneer. In connection with the closing of the Business Combination (see Note 3), Dragoneer changed its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a Delaware corporation on July 30, 2021, upon which Dragoneer changed its name to CCC Intelligent Solutions Holdings Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presenta tion —The condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2022 and 2021, the condensed consolidated statements of mezzanine equity and stockholders’ equity for the three and nine months ended September 30, 2022 and 2021, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 have been prepared by the Company and have not been audited. In the opinion of management, all adjustments (which include only normal recurring adjustments except where disclosed) necessary for the fair presentation of the financial position, results of operations and cash flows have been made. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or any future period. The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the Securities and Exchange Commission (“SEC”). The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the condensed consolidated financial statements may not include all the information and footnotes necessary for a complete presentation of financial position, results of operations or cash flows. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The Company's significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to the significant accounting policies since December 31, 2021 . Basis of Accounting —The accompanying condensed consolidated financial statements are prepared in accordance with GAAP and include the accounts of the Company and its wholly-owned subsidiaries and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements include 100% of the accounts of wholly-owned and majority-owned subsidiaries and the ownership interest of the minority investor is recorded as a non-controlling interest in a subsidiary. Use of Estimates —The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts, and the disclosures of contingent amounts in the Company’s condensed consolidated financial statements and the accompanying notes. Although the Company regularly assesses these estimates, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from management’s estimates if past experience or other assumptions are not substantially accurate. Significant estimates in these condensed consolidated financial statements include the estimation of contract transaction prices, the determination of the amortization period for contract assets, the valuation of goodwill and intangible assets, the valuation of the warrant liabilities, the estimates and assumptions associated with stock incentive plans, and the measurement of expected contingent consideration in connection with business acquisitions. Business Combinations —The Company allocates the purchase consideration of acquired companies to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, with the excess recorded to goodwill. These estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, adjustments may be recorded to the fair value of these tangible and intangible assets acquired and liabilities assumed, including uncertain tax positions and tax-related valuation allowances, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the condensed consolidated statements of operations and comprehensive income (loss). The Company estimates the fair value of contingent consideration related to business combinations on the date of acquisition (see Note 4). The fair value of the contingent consideration is remeasured each reporting period, with any change in the fair value recorded within the condensed consolidated statements of operations and comprehensive income (loss). Recently Adopted Accounting Pronouncements —Effective January 1, 2022, the Company adopted Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This ASU is intended to reduce the complexity of accounting for income taxes. Changes include treatment of 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, intra period tax allocation, ownership changes in investments, interim-period accounting for enacted changes in tax law, and year-to-date loss limitation in interim-period tax accounting. The adoption of ASU 2019-12 did not have a material impact on the Company's condensed consolidated financial statements. Recently Issued Accounting Pronouncements —In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments , and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2020-03. This new guidance replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The Company plans to adopt ASU 2016-13 on January 1, 2023 and does not expect its adoption to have a material impact on its condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , and in January 2021 subsequently issued ASU 2021-01, which refines the scope of Topic 848. These ASUs provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions, subject to meeting certain criteria, that reference the London Interbank Offered Rate ("LIBOR"), or another rate that is expected to be discontinued. ASU 2020-04 was effective upon issuance and can generally be applied through December 31, 2022. While there has been no material effect to our condensed consolidated financial statements, the guidance will potentially be applicable when we modify the current reference rate of LIBOR to another reference rate in our First Lien Credit Agreement and related interest rate cap (see Note 15). |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 3. BUSINESS COMBINATION On July 30, 2021, the Company consummated the Business Combination pursuant to the terms of the Business Combination Agreement, dated as of February 2, 2021, as amended, by and among Dragoneer, Chariot Opportunity Merger Sub, Inc. (“Chariot Merger Sub”), a Delaware corporation, and CCCIS, a Delaware corporation. Immediately upon the consummation of the Business Combination and the Transactions, Chariot Merger Sub, a wholly-owned direct subsidiary of Dragoneer, merged with and into CCCIS, with CCCIS surviving the Business Combination as a wholly-owned direct subsidiary of Dragoneer (“Merger”). In connection with the Transactions, Dragoneer changed its name to “CCC Intelligent Solutions Holdings Inc.” The Merger was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Dragoneer was treated as the acquired company for accounting purposes and the Business Combination was treated as the equivalent of CCCIS issuing stock for the net assets of Dragoneer, accompanied by a recapitalization. The net assets of Dragoneer are stated at historical cost, with no goodwill or other intangible assets recorded. Reported shares and earnings per share available to holders of CCCIS’s capital stock and equity awards prior to the Business Combination have been retroactively restated reflecting the exchange ratio of 1:340.5507 ("Exchange Ratio"). Pursuant to the Merger, at the Effective Time of the Merger (the “Effective Time”): • each share of CCCIS common stock that was issued and outstanding immediately prior to the Effective Time was automatically canceled and converted into the right to receive shares of the Company’s common stock based on the Exchange Ratio, rounded down to the nearest whole number of shares; • each option to purchase shares of CCCIS common stock, whether vested or unvested, that was outstanding and unexercised as of immediately prior to the Effective Time was assumed by the Company and became an option (vested or unvested, as applicable) to purchase a number of shares of the Company’s common stock equal to the number of shares of CCCIS common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares, at an exercise price equal to the exercise price per share of such option immediately prior to the Effective Time divided by the Exchange Ratio and rounded up to the nearest whole cent; • each of Dragoneer’s redeemable Class A ordinary shares and Class B ordinary shares that were issued and outstanding immediately prior to the Effective Time was exchanged for an equal number of shares of the Company’s common stock. Concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements with certain institutional investors (the “PIPE Investors”), pursuant to which the PIPE Investors purchased, immediately prior to the Closing, an aggregate of 15,000,000 shares of the Company’s common stock at a purchase price of $ 10.00 per share. Prior to the Closing, the Company entered into forward purchase agreements with Dragoneer Funding LLC and Willett Advisors LLC, pursuant to which the Company issued an aggregate of 17,500,000 forward purchase units, each consisting of one common share and one-fifth of one Public Warrant to purchase one common share for $ 11.50 per share, for a purchase price of $ 10.00 per unit. The public warrants were redeemed in December 2021 (see Note 18). Effective upon Closing, 8,625,000 shares issued and held by Dragoneer Growth Opportunities Holdings (the “Sponsor Vesting Shares”) became non-transferable and subject to forfeiture on the tenth anniversary of Closing if neither of the following triggering events has occurred: (a) the share price of the Company’s common stock has been greater than or equal to $ 13.00 per share for any twenty trading days within any thirty consecutive trading day period beginning after Closing, or (b) a change in control as defined in the Business Combination Agreement. The Sponsor Vesting Shares do not meet the criteria to be classified as a liability and are presented within stockholders’ equity. As part of the Business Combination, 15.0 million shares of the Company’s common stock (the “Company Earnout Shares”) shall be issued to CCCIS shareholders existing as of immediately prior to Closing and holders of vested and unvested equity awards of CCCIS as of the date of the Business Combination Agreement (subject to continued employment), following a triggering event (“CCC Triggering Event”). A CCC Triggering Event is defined as the earlier of (a) the first date on which the shares of the Company’s common stock have traded for greater than or equal to $ 15.00 per share for any twenty trading days within any thirty consecutive trading day period commencing after the closing or (b) a change in control as defined in the Business Combination Agreement. If a CCC Triggering Event does not occur within ten years after Closing, the CCC Earnout Shares will be forfeited. Of the 15.0 million Company Earnout Shares, 13.5 million shares are reserved for issuance to CCCIS shareholders. The Company Earnout Shares do not meet the criteria to be classified as a liability and the fair value of the shares reserved for shareholders of $ 98.9 million was charged to additional paid-in capital during the three months ended September 30, 2021. The remaining 1.5 million Company Earnout Shares are reserved for issuance to CCCIS option holders. The Company Earnout Shares are not issued shares and are excluded from the Company's issued and outstanding shares within its condensed consolidated statements of mezzanine equity and stockholders' equity. In connection with the Business Combination, the Company incurred underwriting fees and other costs considered direct and incremental to the transaction totaling $ 11.1 million (before tax), consisting of legal, accounting, financial advisory and other professional fees. These amounts were treated as a reduction of the cash proceeds and are deducted from the Company’s additional paid-in capital. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows for the nine months ended September 30, 2021 and the consolidated statement of mezzanine equity and stockholders’ equity for the three and nine months ended September 30, 2021 (in thousands): Cash - Dragoneer trust and cash $ 449,441 Cash - PIPE Financing 150,000 Cash - Forward Purchase Agreements 175,000 Less: transaction costs and advisory fees ( 11,141 ) Net cash contributions from Business Combination 763,300 Less: non-cash fair value of Public Warrants and Private Warrants ( 58,459 ) Net equity infusion from Business Combination $ 704,841 |
Business Acquisition
Business Acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Acquisition | 4. BUSINESS ACQUISITION On February 8, 2022, the Company completed its acquisition of Safekeep, Inc. (“Safekeep”), a privately held company that leverages AI to streamline and improve subrogation management across auto, property, workers’ compensation and other insurance lines of business. Leveraging Safekeep’s AI-enabled subrogation solutions, the acquisition will broaden the Company’s portfolio of cloud-based solutions available to its insurance customers. In exchange for all the outstanding shares of Safekeep, the Company paid total cash consideration of $ 32.3 million upon closing. In accordance with the acquisition agreement, the Company placed $ 6.0 million in escrow for a general indemnity holdback to be paid to the sellers within 15 months of closing subject to reduction for certain indemnifications and other potential obligations of the selling shareholders. As additional consideration for the shares, the acquisition agreement includes a contingent earnout for additional cash consideration. The potential amount of the earnout is calculated as a multiple of revenue, above a defined floor, during the 12-month measurement period ending December 31, 2024 and is not to exceed $ 90.0 million. The fair value of the contingent consideration as of the acquisition date of $ 0.2 million was estimated using a Monte Carlo simulation model that relies on unobservable inputs, including management estimates and assumptions. Thus, the contingent earnout is a Level 3 measurement. The acquisition date fair value of the consideration transferred was $ 32.5 million, which consisted of the following (in thousands): Cash paid through closing $ 32,300 Fair value of contingent earnout consideration 200 Total acquisition date fair value of the consideration transferred $ 32,500 The acquisition was accounted for as a business combination and reflects the application of acquisition accounting in accordance with Accounting Standards Codification ("ASC") Topic 805, Business Combinations . The total purchase consideration was allocated to the assets acquired and liabilities assumed based on their fair values as of the acquisition date with the excess purchase price assigned to goodwill. The goodwill was primarily attributable to the expected synergies from the combined service offerings and the value of the acquired workforce. The goodwill is not deductible for tax purposes. The Company’s estimates of the fair values of the assets acquired, liabilities assumed and contingent consideration are based on information that was available at the date of the acquisition and the Company is continuing to evaluate the underlying inputs and assumptions used in its valuations. Accordingly, these preliminary estimates are subject to change during the measurement period, which is up to one year from the date of acquisition. There have been no material changes to the preliminary purchase price allocation. The following table summarizes the allocation of the consideration to the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Assets acquired: Current assets $ 150 Intangible asset - acquired technology 4,800 Deferred tax assets 314 Total assets acquired 5,264 Liabilities assumed: Current liabilities 147 Total liabilities assumed 147 Net assets acquired 5,117 Goodwill 27,383 Total purchase price $ 32,500 The acquired technology intangible asset has an estimated useful life of seven years and is being amortized on a straight-line basis. The fair value of the acquired technology intangible asset was determined by a valuation model based on estimates of future operating projections as well as judgments on the discount rate and other variables. This fair value measurement is based on significant unobservable inputs, including management estimates and assumptions and thus represents a Level 3 measurement. The transaction costs associated with the acquisition were $ 1.2 million and are included in general and administrative expenses within the condensed consolidated statements of operations and comprehensive income (loss) for the nine months ended September 30, 2022 . |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 5. REvenue Disaggregation of Revenue —The Company provides disaggregation of revenue based on type of service as it believes these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The following table summarizes revenue by type of service for the three and nine months ended September 30, 2022 and 2021 (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Software subscriptions $ 191,154 $ 169,958 $ 556,470 $ 481,822 Other 7,580 6,670 21,872 19,383 Total revenues $ 198,734 $ 176,628 $ 578,342 $ 501,205 Transaction Price Allocated to the Remaining Performance Obligations —Remaining performance obligations represent contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of September 30, 2022 , approximately $ 1,345 million of revenue is expected to be recognized from remaining performance obligations in the amount of approximately $ 529 million during the following twelve months, and approximately $ 816 million thereafter. The estimated revenues do not include unexercised contract renewals. The remaining performance obligations exclude future transaction revenue where revenue is recognized as the services are rendered and in the amount to which the Company has the right to invoice. Deferred Revenue —Revenue recognized for the three months ended September 30, 2022 from amounts in deferred revenue as of June 30, 2022 was $ 32.2 million. Revenue recognized for the three months ended September 30, 2021 from amounts in deferred revenue as of June 30, 2021 was $ 27.5 million . Revenue recognized for the nine months ended September 30, 2022 from amounts in deferred revenue as of December 31, 2021 was $ 30.7 million. Revenue recognized for the nine months ended September 30, 2021 from amounts in deferred revenue as of December 31, 2020 was $ 26.6 million. Contract Assets and Liabilities — The opening and closing balances of the Company’s receivables, contract assets and contract liabilities from contracts with customers are as follows (in thousands): September 30, December 31, 2022 2021 Accounts receivables-net of allowances $ 98,194 $ 78,793 Deferred contract costs 15,788 15,069 Long-term deferred contract costs 18,818 22,117 Other assets (accounts receivable, non-current) 17,091 8,622 Deferred revenues 33,602 31,042 Other liabilities (deferred revenues, non-current) 1,340 1,574 A summary of the activity impacting deferred revenue balances during the three and nine months ended September 30, 2022 and 2021, is presented below (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Balance at beginning of period $ 34,742 $ 30,756 $ 32,616 $ 28,515 Revenue recognized 1 ( 94,997 ) ( 87,649 ) ( 277,250 ) ( 250,379 ) Additional amounts deferred 1 95,197 88,016 279,576 252,987 Balance at end of period $ 34,942 $ 31,123 $ 34,942 $ 31,123 Classified as: Current $ 33,602 $ 29,384 $ 33,602 $ 29,384 Non-current 1,340 1,739 1,340 1,739 Total deferred revenue $ 34,942 $ 31,123 $ 34,942 $ 31,123 1 Amounts include total revenue deferred and recognized during each respective period. A summary of the activity impacting the deferred contract costs during the three and nine months ended September 30, 2022 and 2021 is presented below (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Balance at beginning of period $ 35,890 $ 28,667 $ 37,186 $ 26,361 Costs amortized ( 4,444 ) ( 4,164 ) ( 13,072 ) ( 11,481 ) Additional amounts deferred 3,160 8,223 10,492 17,846 Balance at end of period $ 34,606 $ 32,726 $ 34,606 $ 32,726 Classified as: Current $ 15,788 $ 13,833 $ 15,788 $ 13,833 Non-current 18,818 18,893 18,818 18,893 Total deferred contract costs $ 34,606 $ 32,726 $ 34,606 $ 32,726 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. FAIR VALUE measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis Private Warrants —As of September 30, 2022, the Company's Private Warrants and contingent consideration liability related to a business acquisition are measured at fair value on a recurring basis. The Private Warrants are valued using Level 1 and Level 2 inputs within the Black-Scholes option-pricing model. The assumptions utilized under the Black-Scholes option pricing model require judgments and estimates. Changes in these inputs and assumptions could affect the measurement of the estimated fair value of the Private Warrants. Accordingly, the Private Warrants are classified within Level 2 of the fair value hierarchy. The valuation of the Private Warrants as of September 30, 2022 and December 31, 2021 was determined using the Black-Scholes option pricing model using the following assumptions: September 30, December 31, 2022 2021 Expected term (in years) 3.8 4.6 Expected volatility 35 % 35 % Expected dividend yield 0 % 0 % Risk-free interest rate 4.17 % 1.20 % The estimated fair value of each Private Warrant using the Company's stock price on the valuation date and above assumptions was $ 2.19 and $ 3.51 as of September 30, 2022 and December 31, 2021, respectively. Contingent Consideration Liability —The contingent consideration liability related to the acquisition of Safekeep (see Note 4), recognized within other liabilities on the condensed consolidated balance sheet, is adjusted each reporting period for changes in fair value, which can result from changes in anticipated payments and changes in assumed discount rates. These inputs are unobservable in the market and therefore categorized as Level 3 inputs. The estimated fair value of the contingent consideration at the date of acquisition was determined using probability-weighted discounted cash flows and a Monte Carlo simulation model. The discount rate, based on the Company's estimated cost of debt, was 9.0 %. Since the date of the business acquisition of Safekeep, there has been no change in the estimated fair value of the Company's contingent consideration liability and the Company has not recognized any gain or loss for a change in the estimated fair value of contingent consideration since the date of acquisition. Interest Rate Cap —In August 2022, the Company entered into two interest rate cap agreements to reduce its exposure to increases in interest rates applicable to its floating rate long-term debt (See Note 15). The fair value of the interest rate cap agreements was estimated using inputs that were observable or that could be corroborated by observable market data and therefore, was classified within Level 2 of the fair value hierarchy as of September 30, 2022. The Company did not designate its interest rate cap agreements as hedging instruments and records the changes in fair value within earnings. As of September 30, 2022, the interest rate cap agreements had a fair value of $ 12.3 million, classified within other assets in the accompanying condensed consolidated balance sheet. The following table presents the fair value of the assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 (in thousands): Fair Value Level 1 Level 2 Level 3 Assets Interest rate cap 12,279 — 12,279 — Total Assets $ 12,279 $ — $ 12,279 $ — Liabilities Contingent consideration related to business acquisition $ 200 $ — $ — $ 200 Private warrants 39,026 — 39,026 — Total Liabilities $ 39,226 $ — $ 39,026 $ 200 The following table presents the fair value of the assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 (in thousands): Liabilities Fair Value Level 1 Level 2 Level 3 Private warrants $ 62,478 $ — $ 62,478 $ — Total $ 62,478 $ — $ 62,478 $ — Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis —The Company has assets that under certain conditions are subject to measurement at fair value on a nonrecurring basis. These assets include those associated with acquired businesses, including goodwill and other intangible assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if one or more is determined to be impaired. During the three and nine months ended September 30, 2022 and 2021 , the Company recognized no impairment related to these assets. Fair Value of Other Financial Instruments — The following table presents the carrying amounts, net of debt discount, and estimated fair values of the Company’s financial instruments that are not recorded at fair value on the condensed consolidated balance sheets (in thousands): September 30, 2022 December 31, 2021 Carrying Estimated Carrying Estimated Description Amount Fair Value Amount Fair Value Term B Loan, including current portion $ 792,270 $ 768,195 $ 798,073 $ 799,000 The fair value of the Company’s long-term debt, including current maturities, was estimated based on the quoted market prices for the same or similar instruments and fluctuates with changes in applicable interest rates among other factors. The fair value of long-term debt is classified as a Level 2 measurement in the fair value hierarchy and is established based on observable inputs in less active markets. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. INCOME TAXES On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA contains several revisions to the Internal Revenue Code, including a 15 % corporate minimum income tax and a 1 % excise tax on corporate stock repurchases in tax years beginning after December 31, 2022. While these tax law changes have no immediate effect on our results of operations and are not expected to have a material adverse effect on our results of operations going forward, we will continue to evaluate its impact as further information becomes available. The Company’s effective tax rate for the three months ended September 30, 2022 and 2021 was 26.1 % and 22.0 %, respectively. The effective tax rate for the three months ended September 30, 2022 was higher than the effective tax rate for the three months ended September 30, 2021 primarily due to non-deductible executive compensation. The Company's effective tax rate for the nine months ended September 30, 2022 and 2021 was 25.4 % and 22.1 %, respectively. The effective tax rate for the nine months ended September 30, 2022 was higher than the effective tax rate for the nine months ended September 30, 2021 primarily due to non-deductible executive compensation, partially offset by the benefit related to the re-measurement of the Company's deferred tax liability for changes in state tax rates. The Company made income tax payments of $ 16.6 million and $ 4.7 million for the three months ended September 30, 2022 and 2021, respectively. The Company received negligible refunds from the Internal Revenue Service ("IRS") and various states for the three months ended September 30, 2022 and 2021. The Company made income tax payments of $ 55.5 million and $ 15.1 million for the nine months ended September 30, 2022 and 2021, respectively. The Company received negligible refunds from the IRS and various states for the nine months ended September 30, 2022 and 2021. As of September 30, 2022, unrecognized tax benefits were materially consistent with the amount as of December 31, 2021 . We anticipate this amount will decrease from $ 3.6 million to $ 3.5 million over the following twelve months, as the increase related to fiscal year 2022 is offset by decreases related to statute expirations. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable | 8. accounts receivable Accounts receivable–Net as of September 30, 2022 and December 31, 2021, consists of the following (in thousands): September 30, December 31, 2022 2021 Accounts receivable $ 102,884 $ 82,584 Allowance for doubtful accounts and sales reserves ( 4,690 ) ( 3,791 ) Accounts receivable–net $ 98,194 $ 78,793 As of September 30, 2022, one customer represented 16% of the Company's net accounts receivable. As of December 31, 2021, no customer represented more than 10% of the Company's net accounts receivable. Changes to the allowance for doubtful accounts and sales reserves during the three and nine months ended September 30, 2022 and 2021, consist of the following (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Balance at beginning of period $ 4,296 $ 4,218 $ 3,791 $ 4,224 Charges to bad debt and sales reserves 1,100 818 3,036 2,524 Write-offs, net ( 706 ) ( 1,064 ) ( 2,137 ) ( 2,776 ) Balance at end of period $ 4,690 $ 3,972 $ 4,690 $ 3,972 |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Other Current Assets | 9. OTHER CURRENT ASSETS Other current assets as of September 30, 2022 and December 31, 2021, consist of the following (in thousands): September 30, December 31, 2022 2021 Prepaid SaaS costs 6,606 5,909 Prepaid insurance 5,820 4,416 Prepaid service fees 5,113 8,623 Prepaid software and equipment maintenance 3,912 7,593 Non-trade receivables 1,109 8,321 Other 11,338 11,319 Total $ 33,898 $ 46,181 |
Software, Equipment, And Proper
Software, Equipment, And Property | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Software, Equipment, and Property | 10. SOFTWARE, EQUIPMENT, AND PROPERTY Software, equipment, and property as of September 30, 2022 and December 31, 2021, consist of the following (in thousands): September 30, December 31, 2022 2021 Software, licenses and database $ 167,235 $ 140,692 Leasehold improvements 33,102 34,880 Computer equipment 32,948 31,635 Building and land 4,910 4,910 Furniture and other equipment 2,780 5,343 Total software, equipment, and property 240,975 217,460 Less accumulated depreciation and amortization ( 93,444 ) ( 81,615 ) Software, equipment, and property—Net $ 147,531 $ 135,845 Depreciation and amortization expense related to software, equipment and property was $ 6.7 million and $ 7.7 million for the three months ended September 30, 2022 and 2021, respectively. Depreciation and amortization expense related to software, equipment and property was $ 20.2 million and $ 18.2 million f or the nine months ended September 30, 2022 and 2021 , |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 11. LEASES The Company leases real estate in the form of office space and data center facilities. Generally, at the inception of the contract, the term for real estate leases ranges from 1 to 17 years and the term for equipment leases is 1 to 3 years. Some real estate leases include options to renew that can extend the original term by 3 to 5 years. The components of lease expense for the three and nine months ended September 30, 2022 and 2021 were as follows (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Operating lease costs $ 1,871 $ 4,043 $ 7,545 $ 13,179 Variable lease costs 585 552 1,996 1,615 Total lease costs $ 2,456 $ 4,595 $ 9,541 $ 14,794 Supplemental cash flow and other information related to leases for the three and nine months ended September 30, 2022 and 2021 were as follows (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Cash payments for operating leases $ 1,287 $ 2,872 $ 7,033 $ 8,870 Operating lease assets obtained in exchange for lease liabilities 2,257 — 2,366 2,365 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 12. GOODWILL AND INTANGIBLE ASSETS Goodwill —Goodwill was recorded in connection with business acquisitions. No goodwill impairments were recorded during the three and nine months ended September 30, 2022 and 2021. The Company performs its annual impairment assessment as of September 30 of each fiscal year. As of September 30, 2022, the annual impairment assessment indicated no impairment and there was no change to the carrying amount of goodwill due to impairment. Based on the quantitative assessment as of September 30, 2022, the Company determined that its China reporting unit had an estimated fair value that was not significantly in excess of its carrying value. While it was concluded that the goodwill assigned to the China reporting unit was not impaired, it could be at risk of future impairment if the Company's long-term financial objectives are not achieved or if there are changes to estimates and assumptions from a number of factors, many of which are outside the Company's control. As a result of the assessment, the Company did no t recognize an impairment charge related to the China reporting unit. As of September 30, 2021, the annual impairment assessment indicated no impairment and there was no change to the carrying amount of goodwill due to impairment. Changes in the net carrying amount of goodwill during the nine months ended September 30, 2022 were as follows (in thousands): Net Carrying Amount Balance as of December 31, 2021 $ 1,466,884 Acquisition of Safekeep, Inc. 27,383 Balance as of September 30, 2022 $ 1,494,267 Intangible Assets —The Company’s intangible assets are primarily the result of business acquisitions. During the three and nine months ended September 30, 2022 and 2021 , the Company did no t record an impairment charge. The Company performs its annual impairment assessment of indefinite life intangible assets as of September 30 of each fiscal year. As of September 30, 2022 and 2021, the annual impairment assessment indicated no impairment. During February 2022, the Company recorded $ 4.8 million of acquired technology intangible assets as a result of the acquisition of Safekeep (see Note 4). The intangible assets balance as of September 30, 2022, is reflected below (in thousands): Weighted- Average Estimated Remaining Gross Net Useful Life Useful Life Carrying Accumulated Carrying (Years) (Years) Amount Amortization Amount Customer relationships 16 – 18 12.6 $ 1,299,750 $ ( 392,029 ) $ 907,721 Acquired technologies 3 – 7 2.0 187,950 ( 142,511 ) 45,439 Subtotal 1,487,700 ( 534,540 ) 953,160 Trademarks—indefinite life 190,470 — 190,470 Total intangible assets $ 1,678,170 $ ( 534,540 ) $ 1,143,630 The intangible assets balance as of December 31, 2021, is reflected below (in thousands): Weighted- Average Estimated Remaining Gross Net Useful Life Useful Life Carrying Accumulated Carrying (Years) (Years) Amount Amortization Amount Customer relationships 16 – 18 13.3 $ 1,299,750 $ ( 337,831 ) $ 961,919 Acquired technologies 3 – 7 2.3 183,164 ( 122,318 ) 60,846 Favorable lease terms 6 0.3 280 ( 266 ) 14 Subtotal 1,483,194 ( 460,415 ) 1,022,779 Trademarks—indefinite life 190,470 — 190,470 Total intangible assets $ 1,673,664 $ ( 460,415 ) $ 1,213,249 Amortization expense for intangible assets was $ 24.8 million and $ 24.7 million for the three months ended September 30, 2022 and 2021, respectively. Amortization expense for intangible assets was $ 74.4 million and $ 74.0 million for the nine months ended September 30, 2022 and 2021, respectively. Future amortization expense for the remainder of the year ended December 31, 2022 and the following four years ended December 31 and thereafter for intangible assets as of September 30, 2022, is as follows (in thousands): Years Ending December 31: 2022 $ 24,818 2023 99,003 2024 81,417 2025 72,949 2026 72,949 Thereafter 602,024 Total $ 953,160 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 13. ACCRUED EXPENSES Accrued expenses as of September 30, 2022 and December 31, 2021, consist of the following (in thousands): September 30, December 31, 2022 2021 Compensation $ 43,263 $ 49,510 Professional services 4,178 2,371 Software license agreement 2,567 3,265 Royalties and licenses 4,543 2,640 Employee insurance benefits 3,586 2,443 Sales tax 2,411 2,296 Other 3,325 4,166 Total $ 63,873 $ 66,691 |
Other Liabilities
Other Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 14. OTHER LIABILITIES Other liabilities as of September 30, 2022 and December 31, 2021, consist of the following (in thousands): September 30, December 31, 2022 2021 Deferred revenue-non-current $ 1,340 $ 1,574 Software license agreement 1,189 4,211 Contingent consideration 200 — Total $ 2,729 $ 5,785 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 15. LONG-TERM DEBT On September 21, 2021, CCC Intelligent Solutions Inc., an indirect wholly-owned subsidiary of the Company, together with certain of the Company’s subsidiaries acting as guarantors entered into a credit agreement (the “2021 Credit Agreement”). The 2021 Credit Agreement replaced the Company’s 2017 First Lien Credit Agreement (the “First Lien Credit Agreement”), dated as of April 27, 2017, as amended as of February 14, 2020. The proceeds of the 2021 Credit Agreement were used to repay all outstanding borrowings under the First Lien Credit Agreement. 2021 Credit Agreement —The 2021 Credit Agreement consists of an $ 800.0 million term loan (“Term B Loan”) and a revolving credit facility for an aggregate principal amount of $ 250.0 million (the “2021 Revolving Credit Facility”). The 2021 Revolving Credit Facility has a sublimit of $ 75.0 million for letters of credit. The Company received proceeds of $ 798.0 million, net of debt discount of $ 2.0 million, related to the Term B Loan. As of September 30, 2022 and December 31, 2021 , the unamortized debt discount was $ 1.7 million and $ 1.9 million respectively. The Company incurred $ 9.8 million in financing costs related to the Term B Loan. These costs were recorded to a contra debt account and are being amortized to interest expense over the term of the Term B Loan using the effective interest method. As of September 30, 2022 and December 31, 2021 , the unamortized financing costs were $ 8.5 million and $ 9.5 million, respectively. The Company incurred $ 3.1 million in financing costs related to the 2021 Revolving Credit Facility. These costs were recorded to a deferred financing fees asset account and are being amortized to interest expense over the term of the 2021 Revolving Credit Facility using the effective interest method. As of September 30, 2022 and December 31, 2021 , the deferred financing fees asset balance was $ 2.4 million and $ 2.9 million, respectively. Beginning with the quarter ended March 31, 2022, the Term B Loan requires quarterly principal payments of $ 2.0 million until June 30, 2028 , with the remaining outstanding principal amount required to be paid on the maturity date, September 21, 2028 . Beginning with the year ending December 31, 2022, the Term B Loan requires a prepayment of principal, subject to certain exceptions, in connection with the receipt of proceeds from certain asset sales, casualty events, and debt issuances by the Company, and up to 50 % of annual excess cash flow, as defined in and as further set forth in the 2021 Credit Agreement. When a principal prepayment is required, the prepayment offsets the future quarterly principal payments of the same amount. As of September 30, 2022 , the Company was not subject to the annual excess cash flow calculation and no such principal prepayments are required. As of September 30, 2022 and December 31, 2021, the amount outstanding on the Term B L oan is $ 794.0 million and $ 800.0 million, respectively. As of September 30, 2022 and December 31, 2021, $ 8.0 million of the amount outstanding on the Term B Loan is classified as current in the accompanying condensed consolidated balance sheets. Borrowings under the 2021 Credit Facility bear interest at rates based on the ratio of the Company’s and its subsidiaries’ consolidated first lien net indebtedness to the Company’s and its subsidiaries’ consolidated EBITDA for applicable periods specified in the 2021 Credit Facility. A quarterly commitment fee of up to 0.50 % is payable on the unused portion of the 2021 Revolving Credit Facility. During the three months ended September 30, 2022 and 2021 , the weighted-average interest rate on the outstanding borrowings under the Term B Loan was 4.6 % and 3.0 % , respectively. The Company made interest payments of $ 9.2 million during the three months ended September 30, 2022. There were no interest payments made during the three months ended September 30, 2021. During the nine months ended September 30, 2022 and 2021 , the weighted-average interest rate on the outstanding borrowings under the Term B Loan was 3.6 % and 3.0 %, respectively. The Company made interest payments of $ 21.6 million during the nine months ended September 30, 2022. There were no interest payments made during the nine months ended September 30, 2021. The Company issued a standby letter of credit for $ 0.7 million during 2021 which reduces the amount available to be borrowed under the 2021 Revolving Credit Facility and as of September 30, 2022 and December 31, 2021 , $ 249.3 million was available to be borrowed. In addition, beginning with the three months ended March 31, 2022, the terms of the 2021 Credit Agreement include a financial covenant which requires that, at the end of each fiscal quarter, if the aggregate amount of borrowings under the 2021 Revolving Credit Facility exceeds 35 % of the aggregate commitments, the Company’s leverage ratio cannot exceed 6.25 to 1.00 . As of September 30, 2022, the Company was not subject to the financial covenant. First Lien Credit Agreement —In April 2017, the Company entered into the First Lien Credit Agreement. The First Lien Credit Agreement consisted of a $ 1.0 billion term loan (“First Lien Term Loan”) and revolving credit facilities for an aggregate principal amount of $ 100.0 million (the “First Lien Revolvers”), with a sublimit of $ 30.0 million for letters of credit under the First Lien Revolvers. The Company received proceeds of $ 997.5 million, net of debt discount of $ 2.5 million, related to the First Lien Term Loan. In February 2020, the Company refinanced its long-term debt and entered into the First Amendment to the First Lien Credit Agreement (“First Lien Amendment”). The proceeds of the refinance were used to repay the outstanding balance of the Company's Second Lien Credit Agreement, entered into in April 2017. The First Lien Amendment provided an incremental term loan in the amount of $ 375.0 million. The Company received proceeds from the incremental term loan of $ 373.1 million, net of debt discount of $ 1.9 million. In addition, the First Lien Amendment reduced the amount of commitments under the First Lien Revolvers to an aggregate principal amount of $ 91.3 million. The First Lien Revolvers continued to have a sublimit of $ 30.0 million for letters of credit. The Company incurred $ 27.6 million and $ 3.4 million in financing costs related to the First Lien Credit Agreement and First Lien Amendment, respectively. These costs were recorded to a contra debt account and were being amortized to interest expense over the term of the First Lien Credit Agreement using the effective interest method. The First Lien Term Loan required (after giving effect to the First Lien Amendment) quarterly principal payments of approximately $ 3.5 million until March 31, 2024, with the remaining outstanding principal amount required to be paid on the maturity date, April 27, 2024. The First Lien Term Loan required a prepayment of principal, subject to certain exceptions, in connection with the receipt of proceeds from certain asset sales, casualty events, and debt issuances by the Company, and up to 50 % of annual excess cash flow, as defined in and as further set forth in the First Lien Credit Agreement. When a principal prepayment was required, the prepayment offset the future quarterly principal payments of the same amount. As of December 31, 2020 , subject to the request of the lenders of the First Lien Term Loan, a principal prepayment of up to $ 21.9 million was required. In April 2021, the Company made a principal prepayment of $ 1.5 million to those lenders who made such a request. Using a portion of the proceeds of the Business Combination, the Company made a principal prepayment of $ 525.0 million on July 30, 2021. Subsequently, in September 2021, using the proceeds from the Term B Loan provided in the 2021 Credit Agreement and cash on hand, the Company fully repaid the remaining $ 804.2 million of outstanding borrowings on the First Lien Term Loan. Amounts outstanding under the First Lien Credit Agreement bore interest at a variable rate of LIBOR, plus up to 3.00 % per annum based upon the Company’s leverage ratio, as defined in the First Lien Credit Agreement. A quarterly commitment fee of up to 0.50 % was payable on the unused portion of the First Lien Revolvers. During the three months ended September 30, 2021 , the weighted-average interest rate on the outstanding borrowings under the First Lien Term Loan was 4.1 %. The Company made interest payments of $ 9.3 million during the three months ended September 30, 2021. During the nine months ended September 30, 2021 , the weighted-average interest rate on the outstanding borrowings under the First Lien Term Loan was 4.1 %. The Company made interest payments of $ 36.1 million during the nine months ended September 30, 2021. Long-term debt as of September 30, 2022 and December 31, 2021, consists of the following (in thousands): September 30, December 31, 2022 2021 Term B Loan $ 794,000 $ 800,000 Term B Loan—discount ( 1,730 ) ( 1,926 ) Term B Loan—deferred financing fees ( 8,500 ) ( 9,464 ) Term B Loan—net of discount & fees 783,770 788,610 Less: Current portion ( 8,000 ) ( 8,000 ) Total long-term debt—net of current portion $ 775,770 $ 780,610 Interest Rate Cap —In August 2022, the Company entered into two interest rate cap agreements to reduce its exposure to increases in interest rates applicable to its floating rate long-term debt. The aggregate notional value of the interest rate cap agreements is $ 600.0 million with a cap rate of 4.0 % and an expiration date of July 31, 2025 . The premium paid for the interest rate cap agreements was $ 6.3 million and recognized in cash flows from operating activities in the accompanying condensed consolidated statement of cash flows. As of September 30, 2022, the aggregate fair value of the interest rate cap agreements was $ 12.3 million (see Note 6). Interest Rate Swaps —In June 2017, the Company entered into three floating to fixed interest rate swap agreements ("Swap Agreements") to reduce its exposure to the variability from future cash flows resulting from interest rate risk related to its floating rate long-term debt. In September 2021, the Company made an aggregate payment of $ 10.0 million to extinguish the Swap Agreements which were scheduled to expire in June 2022 . |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | 16. Capital stock Preferred Stock —The Company is authorized to issue up to 100,000,000 shares of undesignated preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2022 , there were no shares of preferred stock issued or outstanding. Common Stock —The Company is authorized to issue up to 5,000,000,000 shares of common stock with a par value of $ 0.0001 per share. Each holder of common stock is entitled to one (1) vote for each share of common stock held of record by such holder on all matters voted upon by the stockholders, subject to the restrictions set out in the Company's certificate of incorporation. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors. Upon a liquidation event, subject to the rights of the holders of any Preferred Stock issued and outstanding at such time, any distribution shall be made on a pro rata basis to the common stockholders. There were 620,117,025 a nd 609,768,296 shares of common stock issued and outstanding as of September 30, 2022 and December 31, 2021, respectively. During April 2022, certain existing shareholders completed a secondary offering where the selling shareholders sold 20,000,000 shares of common stock at a price to the public of $ 9.70 per share. The Company did not receive proceeds from the sale of the shares by the existing stockholders. In connection with the offering, the Company incurred $ 1.2 million of offering costs during the nine months ended September 30, 2022, which are included within general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss). Dividends — In July 2021, the board of directors of CCCIS declared a cash dividend on its common stock. The aggregate cash dividend of $ 134.6 million was paid on August 3, 2021. In March 2021, the board of directors of CCCIS declared a cash dividend on its common stock. The aggregate cash dividend of $ 134.5 million was paid on March 17, 2021. |
Stock Incentive Plans
Stock Incentive Plans | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Incentive Plans | 17. STOCK INCENTIVE PLANS In connection with the closing of the Business Combination, the 2021 Equity Incentive Plan (the "2021 Plan") was adopted and approved by the Company's board of directors. Prior to the Business Combination, the Company maintained its 2017 Stock Option Plan (the “2017 Plan”). Upon the adoption and approval of the 2021 Plan, the 2017 Plan was terminated and each outstanding vested or unvested option, as required under the 2017 Plan, was converted to the 2021 Plan, multiplied by the Exchange Ratio, with the same key terms and vesting requirements. Additionally, the Company maintained a Phantom Stock Plan (the “Phantom Plan”), which provided for the issuance of phantom shares of CCCIS’s common stock (“Phantom Shares”) to eligible employees under the 2017 Plan. Awards granted under the 2017 Plan and Phantom Plan had time-based vesting or performance-based with a market condition vesting requirements. The board of directors of CCCIS approved a modification that resulted in vesting of the performance-based awards with a market condition and the Phantom Shares upon Closing of the Business Combination. At the time of modification, the Company estimated a new fair value of the modified awards and recognized $ 203.9 million of stock-based compensation based on the fair value of the performance-based awards with a market condition and $ 6.0 million of stock-based compensation based on the fair value of the Phantom Shares. Stock Options — The table below summarizes the option activity for the nine months ended September 30, 2022 : Weighted- Average Weighted- Remaining Aggregate Average Contractual Intrinsic Exercise Life Value Shares Price (in years) (in thousands) Options outstanding—December 31, 2021 55,644,495 $ 2.95 6.0 $ 469,591 Exercised ( 8,367,100 ) 2.73 Forfeited and canceled ( 272,295 ) 4.64 Options outstanding—September 30, 2022 47,005,100 $ 2.98 5.2 $ 287,659 Options exercisable—September 30, 2022 43,168,788 $ 2.73 4.9 $ 274,947 Options vested and expected to vest—September 30, 2022 46,752,866 $ 2.96 5.1 $ 286,840 The fair value of the options vested during the nine months ended September 30, 2022 was $ 8.4 million. Restricted Stock Units —Restricted Stock Units (“RSUs”) are convertible into shares of the Company’s common stock upon vesting. During the nine months ended September 30, 2022 , the Company granted 15,824,517 RSUs, of which 14,445,917 have time-based vesting requirements, 689,325 have performance-based vesting requiremen ts and 689,275 have performance-based with a market condition vesting requirements. The valuation of the performance-based RSUs with a market condition granted during the nine months ended September 30, 2022 was determined using a Monte Carlo simulation model using the following assumptions: Expected term (in years) 2.8 Expected volatility 35 % Expected dividend yield 0 % Risk-free interest rate 2.28 % The estimated fair value of the performance-based RSUs with a market condition granted during the nine months ended September 30, 2022 was $ 7.42 . The table below summarizes the RSU activity for the nine months ended September 30, 2022: Weighted- Average Shares Fair Value Non-vested RSUs—December 31, 2021 18,558,211 $ 10.74 Granted 15,824,517 10.13 Vested ( 2,081,478 ) 11.36 Forfeited ( 963,556 ) 11.02 Non-vested RSUs—September 30, 2022 31,337,694 10.38 Employee Stock Purchase Plan —As of September 30, 2022 , 6,031,714 sh ares of common stock are reserved for sale under the Employee Stock Purchase Plan ("ESPP"). The aggregate number of shares reserved for sale under the ESPP increases on January 1 by the lesser of 1 % of the total numbers of shares outstanding or a lesser amount as determined by the board of directors. As of September 30, 2022 , 408,879 shares had been sold under the ESPP. The fair value of ESPP purchase rights sold during the nine months ended September 30, 2022 was estimated using the Black Scholes option pricing model with the following assumptions: Expected term (in years) 0.5 Expected volatility 47 % Expected dividend yield 0 % Risk-free interest rate 0.2 % Company Earnout Shares —Pursuant to the Business Combination Agreement, CCCIS shareholders and option holders, subject to continued employment, have the right to receive up to an additional 13.5 million and 1.5 million shares of common stock, respectively, if before the tenth anniversary of the Closing, (a) the share price has been greater than or equal to $ 15.00 per share for any twenty trading days within any thirty consecutive trading day period beginning after Closing, or (b) there is a change in control, as defined in the Business Combination Agreement. The fair value of the Company Earnout Shares was estimated on the date of grant, using the Monte Carlo simulation method. Compensation expense on the shares granted to option holders was recorded ratably over the implied service period of five months beginning on July 30. 2021. During the three months ended September 30, 2021, the Company recognized $ 8.1 million of stock-based compensation expense related to the Company Earnout Shares. Stock-Based Compensation —Stock-based compensation expense has been recorded in the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows for the three and nine months ended September 30, 2022 and 2021 (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Cost of revenues $ 1,657 $ 12,169 $ 4,167 $ 12,563 Research and development 5,373 35,472 14,433 36,748 Sales and marketing 6,890 58,770 18,331 60,060 General and administrative 14,802 113,465 43,838 126,042 Total stock-based compensation expense $ 28,722 $ 219,876 $ 80,769 $ 235,413 As of September 30, 2022, there was $ 185.6 million of unrecognized stock compensation expense related to non-vested time-based awards which is expected to be recognized over a weighted-average period o f 3.1 y ears. As of September 30, 2022, there was $ 81.9 million of unrecognized stock-based compensation expense related to non-vested performance-based awards to be recognized over a weighted-average period of 1.6 years. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 18. WARRANTS Upon consummation of the Business Combination (see Note 3), the Company assumed the outstanding Public Warrants and Private Warrants issued by Dragoneer. Public Warrants were only able to be exercised for a whole number of shares of the Company’s common stock. All Public Warrants had an exercise price of $ 11.50 per share, subject to adjustment, beginning on August 29, 2021, and were to expire on July 30, 2026 or earlier upon redemption or liquidation. On November 29, 2021, the Company announced that it had elected to redeem all of the outstanding Public Warrants on December 29, 2021. Each Public Warrant not exercised before 5:00 p.m. Eastern Daylight Time on December 29, 2021 was redeemed by the Company for $ 0.10 and the Public Warrants subsequently ceased trading on the New York Stock Exchange. Of the 17,299,983 Public Warrants that were outstanding as of the closing of the Business Combination, 10,638 warrants were exercised for cash proceeds of $ 0.1 million and 15,876,341 were exercised on a cashless basis in exchange for an aggregate of 4,826,339 shares of common stock. The Company paid $ 0.1 million to redeem the remaining 1,413,004 unexercised Public Warrants. As of December 31, 2021 , there were no Public Warrants outstanding. The Private Warrants are identical to the Public Warrants underlying the shares sold in Dragoneer’s initial public offering. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable, so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Private Warrants may only be exercised for a whole number of shares of the Company’s common stock. Each whole Private Warrant entitles the registered holder to purchase one share of the Company’s common stock. All warrants have an exercise price of $ 11.50 per share, subject to adjustment, beginning on August 29, 2021 , and will expire on July 30, 2026 or earlier upon redemption or liquidation. There were no exercises or redemptions of the Private Warrants during the three and nine months ended September 30, 2022. As of September 30, 2022 and December 31, 2021 , the Company had 17,800,000 Private Warrants outstanding. The Company recognized inco me of $ 0.3 mil lion and $ 23.5 million as a change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2022, respectively. The Company recognized an expense of $ 26.9 million as a change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2021. As of September 30, 2022 and December 31, 2021 , the Company’s warrant liability was $ 39.0 million and $ 62.5 million, respectively. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 19. COMMITMENTS Purchase Obligations —The Company has long-term agreements with suppliers and other parties related to licensing data used in its products and services, outsourced data center, disaster recovery, and software as a service that expire at various dates through 2031 . As of September 30, 2022, there were no material changes from the amounts disclosed as of December 31, 2021. Guarantees— The Company’s services and solutions are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and substantially in accordance with the Company’s services and solutions documentation under normal use and circumstances. The Company’s services and solutions are generally warranted to be performed in a professional manner and to materially conform to the specifications set forth in the related customer contract. The Company’s arrangements also include certain provisions for indemnifying customers against liabilities if its services and solutions infringe a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such indemnifications or commitments and has not accrued any liabilities related to such obligations in the accompanying consolidated financial statements. Employment Agreements —The Company is a party to employment agreements with key employees that provide for compensation and certain other benefits. These agreements also provide for severance and bonus payments under certain circumstances. |
Legal Proceedings and Contingen
Legal Proceedings and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Legal Proceedings And Contingencies [Abstract] | |
Legal Proceedings and Contingencies | 20. LEGAL PROCEEDINGS AND CONTINGENCIES In the ordinary course of business, the Company is from time to time, involved in various pending or threatened legal actions. The litigation process is inherently uncertain, and it is possible that the resolution of such matters might have a material adverse effect upon the Company’s consolidated financial condition and/or results of operations. The Company’s management believes, based on current information, matters currently pending or threatened are not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | 21. ReLATED PARTIES The Company has engaged in transactions within the ordinary course of business with entities affiliated with its principal equity owners. The following table summarizes revenues and incurred expenses with entities affiliated with one of its principal equity owners for the three and nine months ended September 30, 2022 and 2021 (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Revenues Credit card processing $ 233 $ 122 $ 574 $ 269 Expenses Employee health insurance benefits 716 755 2,353 2,190 Human resources support services 59 53 196 194 Sales tax processing and license fees for tax information 245 * 443 * *Not material The following table summarizes amounts receivable and due to entities affiliated with one of its principal equity owners as of September 30, 2022 and December 31, 2021 (in thousands): September 30, December 31, 2022 2021 Receivables Credit card processing * * Payables Employee health insurance benefits $ 208 $ 232 Human resources support services * * Sales tax processing and license fees for tax information * * *Not material |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 22. NET INCOME (LOSS) PER SHARE The Company calculates basic earnings per share by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. The diluted earnings per share is computed by assuming the exercise, settlement and vesting of all potential dilutive common stock equivalents outstanding for the period using the treasury stock method. The Company excludes common stock equivalent shares from the calculation if their effect is anti-dilutive. In a period where the Company is in a net loss position, the diluted loss per share is calculated using the basic share count. The 8,625,000 Sponsor Vesting Shares that are issued and outstanding as of September 30, 2022 are excluded from the weighted average number of shares of common stock outstanding until the vesting requirement is met and the restriction is removed. The following table sets forth a reconciliation of the numerator and denominator used to compute basic and diluted earnings per share of common stock (in thousands, except for share and per share data). For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Numerator Net income (loss) $ 9,795 $ ( 189,782 ) $ 37,334 $ ( 191,050 ) Denominator Weighted average shares of common stock - basic 609,421,073 566,454,782 606,181,316 525,877,533 Dilutive effect of stock-based awards 34,161,849 — 36,027,306 — Weighted average shares of common stock - diluted 643,582,922 566,454,782 642,208,622 525,877,533 Net income (loss) per share: Basic $ 0.02 $ ( 0.34 ) $ 0.06 $ ( 0.36 ) Diluted $ 0.02 $ ( 0.34 ) $ 0.06 $ ( 0.36 ) Approximately 8,224,561 and 33,220,634 common stock equivalent shares were excluded from the computation of diluted per share amounts for the three months ended September 30, 2022 and 2021, respectively, because their effect was anti-dilutive. Approximately 8,250,431 and 28,940,767 common stock equivalent shares were excluded from the computation of diluted per share amounts for the nine months ended September 30, 2022 and 2021, respectively, because their effect was anti-dilutive. |
Segment Information And Informa
Segment Information And Information About Geographic Areas | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information And Information About Geographic Areas | 23. SEGMENT INFORMATION and information about geographic areas The Company operates in one operating segment. The chief operating decision maker for the Company is the chief executive officer. The chief executive officer reviews financial information presented on a consolidated basis, accompanied by information about revenue by type of service and geographic region, for purposes of allocating resources and evaluating financial performance. Revenues by geographic area, presented based upon the location of the customer are as follows (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 United States $ 196,727 $ 175,297 $ 572,417 $ 496,784 China 2,007 1,331 5,925 4,421 Total revenues $ 198,734 $ 176,628 $ 578,342 $ 501,205 Software, equipment and property, net by geographic area are as follows (in thousands): September 30, December 31, 2022 2021 United States $ 147,477 $ 135,784 China 54 61 Total software, equipment and property-net $ 147,531 $ 135,845 |
Gain on Sale of Cost Method Inv
Gain on Sale of Cost Method Investment | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Gain on Sale of Cost Method Investment | 24. GAIN ON Sale of cost method investment During February 2022, the Company received cash proceeds of $ 3.9 million in exchange for its equity interest in an investee as a result of the acquisition of the investee. The Company had been accounting for its investment using the cost method and recognized a gain of $ 3.6 million during the nine months ended September 30, 2022 . The investment’s carrying value was $ 0.3 million and was included within other assets on the accompanying condensed consolidated balance sheet as of December 31, 2021 . The Company no longer has any ownership interest in the investee. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presenta tion —The condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2022 and 2021, the condensed consolidated statements of mezzanine equity and stockholders’ equity for the three and nine months ended September 30, 2022 and 2021, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 have been prepared by the Company and have not been audited. In the opinion of management, all adjustments (which include only normal recurring adjustments except where disclosed) necessary for the fair presentation of the financial position, results of operations and cash flows have been made. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or any future period. The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the Securities and Exchange Commission (“SEC”). The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the condensed consolidated financial statements may not include all the information and footnotes necessary for a complete presentation of financial position, results of operations or cash flows. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The Company's significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to the significant accounting policies since December 31, 2021 . |
Basis of Accounting | Basis of Accounting —The accompanying condensed consolidated financial statements are prepared in accordance with GAAP and include the accounts of the Company and its wholly-owned subsidiaries and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements include 100% of the accounts of wholly-owned and majority-owned subsidiaries and the ownership interest of the minority investor is recorded as a non-controlling interest in a subsidiary. |
Use of Estimates | Use of Estimates —The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts, and the disclosures of contingent amounts in the Company’s condensed consolidated financial statements and the accompanying notes. Although the Company regularly assesses these estimates, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from management’s estimates if past experience or other assumptions are not substantially accurate. Significant estimates in these condensed consolidated financial statements include the estimation of contract transaction prices, the determination of the amortization period for contract assets, the valuation of goodwill and intangible assets, the valuation of the warrant liabilities, the estimates and assumptions associated with stock incentive plans, and the measurement of expected contingent consideration in connection with business acquisitions. |
Business Combinations | Business Combinations —The Company allocates the purchase consideration of acquired companies to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date, with the excess recorded to goodwill. These estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, adjustments may be recorded to the fair value of these tangible and intangible assets acquired and liabilities assumed, including uncertain tax positions and tax-related valuation allowances, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the condensed consolidated statements of operations and comprehensive income (loss). The Company estimates the fair value of contingent consideration related to business combinations on the date of acquisition (see Note 4). The fair value of the contingent consideration is remeasured each reporting period, with any change in the fair value recorded within the condensed consolidated statements of operations and comprehensive income (loss). |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements —Effective January 1, 2022, the Company adopted Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This ASU is intended to reduce the complexity of accounting for income taxes. Changes include treatment of 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, intra period tax allocation, ownership changes in investments, interim-period accounting for enacted changes in tax law, and year-to-date loss limitation in interim-period tax accounting. The adoption of ASU 2019-12 did not have a material impact on the Company's condensed consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements —In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments , and subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2020-03. This new guidance replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The Company plans to adopt ASU 2016-13 on January 1, 2023 and does not expect its adoption to have a material impact on its condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , and in January 2021 subsequently issued ASU 2021-01, which refines the scope of Topic 848. These ASUs provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions, subject to meeting certain criteria, that reference the London Interbank Offered Rate ("LIBOR"), or another rate that is expected to be discontinued. ASU 2020-04 was effective upon issuance and can generally be applied through December 31, 2022. While there has been no material effect to our condensed consolidated financial statements, the guidance will potentially be applicable when we modify the current reference rate of LIBOR to another reference rate in our First Lien Credit Agreement and related interest rate cap (see Note 15). |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summarizes Revenue By Type of Service | The following table summarizes revenue by type of service for the three and nine months ended September 30, 2022 and 2021 (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Software subscriptions $ 191,154 $ 169,958 $ 556,470 $ 481,822 Other 7,580 6,670 21,872 19,383 Total revenues $ 198,734 $ 176,628 $ 578,342 $ 501,205 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Scheduel of Reconciliation of Elements of Business Combination to Cash Flows and Mezzanine and Stockholders Equity | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows for the nine months ended September 30, 2021 and the consolidated statement of mezzanine equity and stockholders’ equity for the three and nine months ended September 30, 2021 (in thousands): Cash - Dragoneer trust and cash $ 449,441 Cash - PIPE Financing 150,000 Cash - Forward Purchase Agreements 175,000 Less: transaction costs and advisory fees ( 11,141 ) Net cash contributions from Business Combination 763,300 Less: non-cash fair value of Public Warrants and Private Warrants ( 58,459 ) Net equity infusion from Business Combination $ 704,841 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition | The acquisition date fair value of the consideration transferred was $ 32.5 million, which consisted of the following (in thousands): Cash paid through closing $ 32,300 Fair value of contingent earnout consideration 200 Total acquisition date fair value of the consideration transferred $ 32,500 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the consideration to the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands): Assets acquired: Current assets $ 150 Intangible asset - acquired technology 4,800 Deferred tax assets 314 Total assets acquired 5,264 Liabilities assumed: Current liabilities 147 Total liabilities assumed 147 Net assets acquired 5,117 Goodwill 27,383 Total purchase price $ 32,500 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Contract With Customer Asset And Liability [Line Items] | |
Summarizes Revenue By Type of Service | The following table summarizes revenue by type of service for the three and nine months ended September 30, 2022 and 2021 (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Software subscriptions $ 191,154 $ 169,958 $ 556,470 $ 481,822 Other 7,580 6,670 21,872 19,383 Total revenues $ 198,734 $ 176,628 $ 578,342 $ 501,205 |
Summary of receivables contract assets and contract liabilities from contracts with customers | The opening and closing balances of the Company’s receivables, contract assets and contract liabilities from contracts with customers are as follows (in thousands): September 30, December 31, 2022 2021 Accounts receivables-net of allowances $ 98,194 $ 78,793 Deferred contract costs 15,788 15,069 Long-term deferred contract costs 18,818 22,117 Other assets (accounts receivable, non-current) 17,091 8,622 Deferred revenues 33,602 31,042 Other liabilities (deferred revenues, non-current) 1,340 1,574 |
Summary of deferred revenue | A summary of the activity impacting deferred revenue balances during the three and nine months ended September 30, 2022 and 2021, is presented below (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Balance at beginning of period $ 34,742 $ 30,756 $ 32,616 $ 28,515 Revenue recognized 1 ( 94,997 ) ( 87,649 ) ( 277,250 ) ( 250,379 ) Additional amounts deferred 1 95,197 88,016 279,576 252,987 Balance at end of period $ 34,942 $ 31,123 $ 34,942 $ 31,123 Classified as: Current $ 33,602 $ 29,384 $ 33,602 $ 29,384 Non-current 1,340 1,739 1,340 1,739 Total deferred revenue $ 34,942 $ 31,123 $ 34,942 $ 31,123 1 Amounts include total revenue deferred and recognized during each respective period. |
Summary of deferred contract costs | A summary of the activity impacting the deferred contract costs during the three and nine months ended September 30, 2022 and 2021 is presented below (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Balance at beginning of period $ 35,890 $ 28,667 $ 37,186 $ 26,361 Costs amortized ( 4,444 ) ( 4,164 ) ( 13,072 ) ( 11,481 ) Additional amounts deferred 3,160 8,223 10,492 17,846 Balance at end of period $ 34,606 $ 32,726 $ 34,606 $ 32,726 Classified as: Current $ 15,788 $ 13,833 $ 15,788 $ 13,833 Non-current 18,818 18,893 18,818 18,893 Total deferred contract costs $ 34,606 $ 32,726 $ 34,606 $ 32,726 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | The valuation of the Private Warrants as of September 30, 2022 and December 31, 2021 was determined using the Black-Scholes option pricing model using the following assumptions: September 30, December 31, 2022 2021 Expected term (in years) 3.8 4.6 Expected volatility 35 % 35 % Expected dividend yield 0 % 0 % Risk-free interest rate 4.17 % 1.20 % |
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents the fair value of the assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 (in thousands): Fair Value Level 1 Level 2 Level 3 Assets Interest rate cap 12,279 — 12,279 — Total Assets $ 12,279 $ — $ 12,279 $ — Liabilities Contingent consideration related to business acquisition $ 200 $ — $ — $ 200 Private warrants 39,026 — 39,026 — Total Liabilities $ 39,226 $ — $ 39,026 $ 200 The following table presents the fair value of the assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 (in thousands): Liabilities Fair Value Level 1 Level 2 Level 3 Private warrants $ 62,478 $ — $ 62,478 $ — Total $ 62,478 $ — $ 62,478 $ — |
Summary of Carrying Amounts and Estimated Fair Value of the Financial Instruments | The following table presents the carrying amounts, net of debt discount, and estimated fair values of the Company’s financial instruments that are not recorded at fair value on the condensed consolidated balance sheets (in thousands): September 30, 2022 December 31, 2021 Carrying Estimated Carrying Estimated Description Amount Fair Value Amount Fair Value Term B Loan, including current portion $ 792,270 $ 768,195 $ 798,073 $ 799,000 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable–Net as of September 30, 2022 and December 31, 2021, consists of the following (in thousands): September 30, December 31, 2022 2021 Accounts receivable $ 102,884 $ 82,584 Allowance for doubtful accounts and sales reserves ( 4,690 ) ( 3,791 ) Accounts receivable–net $ 98,194 $ 78,793 |
Schedule of Changes to the Allowance for Doubtful Accounts and Sales Reserves | Changes to the allowance for doubtful accounts and sales reserves during the three and nine months ended September 30, 2022 and 2021, consist of the following (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Balance at beginning of period $ 4,296 $ 4,218 $ 3,791 $ 4,224 Charges to bad debt and sales reserves 1,100 818 3,036 2,524 Write-offs, net ( 706 ) ( 1,064 ) ( 2,137 ) ( 2,776 ) Balance at end of period $ 4,690 $ 3,972 $ 4,690 $ 3,972 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Other Current Assets | Other current assets as of September 30, 2022 and December 31, 2021, consist of the following (in thousands): September 30, December 31, 2022 2021 Prepaid SaaS costs 6,606 5,909 Prepaid insurance 5,820 4,416 Prepaid service fees 5,113 8,623 Prepaid software and equipment maintenance 3,912 7,593 Non-trade receivables 1,109 8,321 Other 11,338 11,319 Total $ 33,898 $ 46,181 |
Software, Equipment, And Prop_2
Software, Equipment, And Property (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Software,Equipment and Property | Software, equipment, and property as of September 30, 2022 and December 31, 2021, consist of the following (in thousands): September 30, December 31, 2022 2021 Software, licenses and database $ 167,235 $ 140,692 Leasehold improvements 33,102 34,880 Computer equipment 32,948 31,635 Building and land 4,910 4,910 Furniture and other equipment 2,780 5,343 Total software, equipment, and property 240,975 217,460 Less accumulated depreciation and amortization ( 93,444 ) ( 81,615 ) Software, equipment, and property—Net $ 147,531 $ 135,845 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Line Items] | |
Summary of Lease Cost | The components of lease expense for the three and nine months ended September 30, 2022 and 2021 were as follows (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Operating lease costs $ 1,871 $ 4,043 $ 7,545 $ 13,179 Variable lease costs 585 552 1,996 1,615 Total lease costs $ 2,456 $ 4,595 $ 9,541 $ 14,794 |
Summary of Supplemental Cash Flow and other Information Related to Leases | Supplemental cash flow and other information related to leases for the three and nine months ended September 30, 2022 and 2021 were as follows (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Cash payments for operating leases $ 1,287 $ 2,872 $ 7,033 $ 8,870 Operating lease assets obtained in exchange for lease liabilities 2,257 — 2,366 2,365 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill [Line Items] | |
Schedule of Changes in the Carrying Amount of Goodwill | Changes in the net carrying amount of goodwill during the nine months ended September 30, 2022 were as follows (in thousands): Net Carrying Amount Balance as of December 31, 2021 $ 1,466,884 Acquisition of Safekeep, Inc. 27,383 Balance as of September 30, 2022 $ 1,494,267 Intangible Assets —The Company’s intangible assets are primarily the result of business acquisitions. |
Summary of Intangible Assets Balance | The intangible assets balance as of September 30, 2022, is reflected below (in thousands): Weighted- Average Estimated Remaining Gross Net Useful Life Useful Life Carrying Accumulated Carrying (Years) (Years) Amount Amortization Amount Customer relationships 16 – 18 12.6 $ 1,299,750 $ ( 392,029 ) $ 907,721 Acquired technologies 3 – 7 2.0 187,950 ( 142,511 ) 45,439 Subtotal 1,487,700 ( 534,540 ) 953,160 Trademarks—indefinite life 190,470 — 190,470 Total intangible assets $ 1,678,170 $ ( 534,540 ) $ 1,143,630 The intangible assets balance as of December 31, 2021, is reflected below (in thousands): Weighted- Average Estimated Remaining Gross Net Useful Life Useful Life Carrying Accumulated Carrying (Years) (Years) Amount Amortization Amount Customer relationships 16 – 18 13.3 $ 1,299,750 $ ( 337,831 ) $ 961,919 Acquired technologies 3 – 7 2.3 183,164 ( 122,318 ) 60,846 Favorable lease terms 6 0.3 280 ( 266 ) 14 Subtotal 1,483,194 ( 460,415 ) 1,022,779 Trademarks—indefinite life 190,470 — 190,470 Total intangible assets $ 1,673,664 $ ( 460,415 ) $ 1,213,249 |
Schedule of Future Amortization Expense for Intangible Assets | Future amortization expense for the remainder of the year ended December 31, 2022 and the following four years ended December 31 and thereafter for intangible assets as of September 30, 2022, is as follows (in thousands): Years Ending December 31: 2022 $ 24,818 2023 99,003 2024 81,417 2025 72,949 2026 72,949 Thereafter 602,024 Total $ 953,160 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables And Accruals [Line Items] | |
Schedule Of Accrued Expenses | Accrued expenses as of September 30, 2022 and December 31, 2021, consist of the following (in thousands): September 30, December 31, 2022 2021 Compensation $ 43,263 $ 49,510 Professional services 4,178 2,371 Software license agreement 2,567 3,265 Royalties and licenses 4,543 2,640 Employee insurance benefits 3,586 2,443 Sales tax 2,411 2,296 Other 3,325 4,166 Total $ 63,873 $ 66,691 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Summary Of Other Liabilities | Other liabilities as of September 30, 2022 and December 31, 2021, consist of the following (in thousands): September 30, December 31, 2022 2021 Deferred revenue-non-current $ 1,340 $ 1,574 Software license agreement 1,189 4,211 Contingent consideration 200 — Total $ 2,729 $ 5,785 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary Of Long Term Debt | Long-term debt as of September 30, 2022 and December 31, 2021, consists of the following (in thousands): September 30, December 31, 2022 2021 Term B Loan $ 794,000 $ 800,000 Term B Loan—discount ( 1,730 ) ( 1,926 ) Term B Loan—deferred financing fees ( 8,500 ) ( 9,464 ) Term B Loan—net of discount & fees 783,770 788,610 Less: Current portion ( 8,000 ) ( 8,000 ) Total long-term debt—net of current portion $ 775,770 $ 780,610 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Share-based Compensation Arrangements by Share-based Payment Award | The table below summarizes the option activity for the nine months ended September 30, 2022 : Weighted- Average Weighted- Remaining Aggregate Average Contractual Intrinsic Exercise Life Value Shares Price (in years) (in thousands) Options outstanding—December 31, 2021 55,644,495 $ 2.95 6.0 $ 469,591 Exercised ( 8,367,100 ) 2.73 Forfeited and canceled ( 272,295 ) 4.64 Options outstanding—September 30, 2022 47,005,100 $ 2.98 5.2 $ 287,659 Options exercisable—September 30, 2022 43,168,788 $ 2.73 4.9 $ 274,947 Options vested and expected to vest—September 30, 2022 46,752,866 $ 2.96 5.1 $ 286,840 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The valuation of the performance-based RSUs with a market condition granted during the nine months ended September 30, 2022 was determined using a Monte Carlo simulation model using the following assumptions: Expected term (in years) 2.8 Expected volatility 35 % Expected dividend yield 0 % Risk-free interest rate 2.28 % |
Schedule of Non-vested Restricted Stock Units Activity | The table below summarizes the RSU activity for the nine months ended September 30, 2022: Weighted- Average Shares Fair Value Non-vested RSUs—December 31, 2021 18,558,211 $ 10.74 Granted 15,824,517 10.13 Vested ( 2,081,478 ) 11.36 Forfeited ( 963,556 ) 11.02 Non-vested RSUs—September 30, 2022 31,337,694 10.38 |
Summary of Share-based Payment Arrangement, Expensed and Capitalized, Amount | Stock-Based Compensation —Stock-based compensation expense has been recorded in the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows for the three and nine months ended September 30, 2022 and 2021 (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Cost of revenues $ 1,657 $ 12,169 $ 4,167 $ 12,563 Research and development 5,373 35,472 14,433 36,748 Sales and marketing 6,890 58,770 18,331 60,060 General and administrative 14,802 113,465 43,838 126,042 Total stock-based compensation expense $ 28,722 $ 219,876 $ 80,769 $ 235,413 |
Ccc2021 Employee Stock Purchase Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of ESPP purchase rights sold during the nine months ended September 30, 2022 was estimated using the Black Scholes option pricing model with the following assumptions: Expected term (in years) 0.5 Expected volatility 47 % Expected dividend yield 0 % Risk-free interest rate 0.2 % |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Revenues, Expenses and Amount Receivable with Entities Affiliated with Principal Owners | The following table summarizes revenues and incurred expenses with entities affiliated with one of its principal equity owners for the three and nine months ended September 30, 2022 and 2021 (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Revenues Credit card processing $ 233 $ 122 $ 574 $ 269 Expenses Employee health insurance benefits 716 755 2,353 2,190 Human resources support services 59 53 196 194 Sales tax processing and license fees for tax information 245 * 443 * *Not material The following table summarizes amounts receivable and due to entities affiliated with one of its principal equity owners as of September 30, 2022 and December 31, 2021 (in thousands): September 30, December 31, 2022 2021 Receivables Credit card processing * * Payables Employee health insurance benefits $ 208 $ 232 Human resources support services * * Sales tax processing and license fees for tax information * * *Not material |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth a reconciliation of the numerator and denominator used to compute basic and diluted earnings per share of common stock (in thousands, except for share and per share data). For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Numerator Net income (loss) $ 9,795 $ ( 189,782 ) $ 37,334 $ ( 191,050 ) Denominator Weighted average shares of common stock - basic 609,421,073 566,454,782 606,181,316 525,877,533 Dilutive effect of stock-based awards 34,161,849 — 36,027,306 — Weighted average shares of common stock - diluted 643,582,922 566,454,782 642,208,622 525,877,533 Net income (loss) per share: Basic $ 0.02 $ ( 0.34 ) $ 0.06 $ ( 0.36 ) Diluted $ 0.02 $ ( 0.34 ) $ 0.06 $ ( 0.36 ) |
Segment Information And Infor_2
Segment Information And Information About Geographic Areas (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Schedule of revenues by geographic area | Revenues by geographic area, presented based upon the location of the customer are as follows (in thousands): For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 United States $ 196,727 $ 175,297 $ 572,417 $ 496,784 China 2,007 1,331 5,925 4,421 Total revenues $ 198,734 $ 176,628 $ 578,342 $ 501,205 |
Schedule of software, equipment and property, net by geographic area | Software, equipment and property, net by geographic area are as follows (in thousands): September 30, December 31, 2022 2021 United States $ 147,477 $ 135,784 China 54 61 Total software, equipment and property-net $ 147,531 $ 135,845 |
Business Combination - Schedule
Business Combination - Schedule of Reconciliation of Elements of Business Combination to Cash Flows and Mezzanine and Stockholders Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||
Proceeds from issuance of common stock | $ 0 | $ 1,007 | |
Net equity infusion from the Business Combination | $ 704,841 | ||
Business Combination [Member] | |||
Business Acquisition [Line Items] | |||
Cash - Dragoneer trust and cash | 449,441 | ||
Less: transaction costs and advisory fees | (11,141) | ||
Net cash contributions from Business Combination | 763,300 | ||
Less: non-cash fair value of Public Warrants and Private Warrants | (58,459) | ||
Net equity infusion from the Business Combination | 704,841 | ||
Business Combination [Member] | PIPE Financing [Member] | |||
Business Acquisition [Line Items] | |||
Proceeds from issuance of common stock | 150,000 | ||
Business Combination [Member] | Forward Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Proceeds from issuance of common stock | $ 175,000 |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Share price | $ 7.42 | |
Common stock shares outstanding | 620,117,025 | 609,768,296 |
Retroactively Restated Based on Shares [Member] | Prior to Reverse Recapitalization [Member] | ||
Business Acquisition [Line Items] | ||
Exchange ratio established in business combination | 1:340.5507 | |
Dragoneer Growth Opportunities Corp [Member] | ||
Business Acquisition [Line Items] | ||
Business acquisition cost of acquired entity transaction costs | $ 11.1 | |
Company Earnout Shares [Member] | ||
Business Acquisition [Line Items] | ||
Issuance of common stock (Shares) | 15,000,000 | |
Fair Value Of The Shares Reserved Charged to Additional Paid In Capital | $ 98.9 | |
Company Earnout Shares [Member] | CCCIS Shareholders [Member] | ||
Business Acquisition [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 13,500,000 | |
Company Earnout Shares [Member] | CCCIS Option Holders [Member] | ||
Business Acquisition [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 1,500,000 | |
Share Price Greater Than Or Equal to USD Thirteen Per Share [Member] | Company Earnout Shares [Member] | ||
Business Acquisition [Line Items] | ||
Share price | $ 13 | |
Share Price Greater Than Or Equal to USD Fifteen Per Share [Member] | Company Earnout Shares [Member] | ||
Business Acquisition [Line Items] | ||
Share price | $ 15 | |
Number of trading days used to determine the share price | 20 days | |
Number of consecutive trading days used to determine the share price | 30 days | |
Sponsor Vesting Shares [Member] | ||
Business Acquisition [Line Items] | ||
Number of shares non transferable and subject to forfeiture | 8,625,000 | |
Sponsor Vesting Shares [Member] | Share Price Greater Than Or Equal to USD Thirteen Per Share [Member] | ||
Business Acquisition [Line Items] | ||
Number of trading days used to determine the share price | 20 days | |
Number of consecutive trading days used to determine the share price | 30 days | |
Forward Purchase Agreement [Member] | Prior to the Closing [Member] | ||
Business Acquisition [Line Items] | ||
Share price | $ 10 | |
Number of forward purchase units issued during period shares new issues | 17,500,000 | |
Shares issued, price per share | $ 11.50 | |
PIPE Investors [Member] | Subscription Agreement [Member] | ||
Business Acquisition [Line Items] | ||
Issuance of common stock (Shares) | 15,000,000 | |
Share price | $ 10 |
Business Acquisition - Addition
Business Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Feb. 08, 2022 | Feb. 28, 2022 | Sep. 30, 2022 | Dec. 31, 2024 | |
Business Acquisition [Line Items] | ||||
Total purchase price | $ 32,500 | |||
Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition Potential Earn Out Amount | $ 90,000 | |||
SafekeepInc [Member] | ||||
Business Acquisition [Line Items] | ||||
Total purchase price | $ 32,300 | |||
Escrow Deposit Disbursements Related to Property Acquisition | $ 6,000 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 200 | |||
Fair value of consideration transferred | 32,500 | |||
Business Combination, Acquisition Related Costs | $ 1,200 | |||
Estimated useful life | 7 years |
Business Acquisition - Schedule
Business Acquisition - Schedule of Business Acquisition by Acquisition (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Business Combinations [Abstract] | ||
Cash paid through closing | $ 32,300 | |
Fair value of contingent earnout consideration | 200 | $ 0 |
Total acquisition date fair value of the consideration transferred | $ 32,500 |
Business Acquisition - Schedu_2
Business Acquisition - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Combinations [Abstract] | |
Current assets | $ 150 |
Intangible asset-acquired technology | 4,800 |
Deferred tax assets | 314 |
Total assets acquired | 5,264 |
Current liabilities | 147 |
Total liabilities assumed | 147 |
Net assets acquired | 5,117 |
Goodwill | 27,383 |
Total purchase price | $ 32,500 |
Revenue - Summarizes Revenue By
Revenue - Summarizes Revenue By Type of Service (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Contract With Customer Asset And Liability [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 198,734 | $ 176,628 | $ 578,342 | $ 501,205 |
Software Subscriptions [Member] | ||||
Contract With Customer Asset And Liability [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | 191,154 | 169,958 | 556,470 | 481,822 |
Other Services [Member] | ||||
Contract With Customer Asset And Liability [Line Items] | ||||
Revenue from Contract with Customer, Including Assessed Tax | $ 7,580 | $ 6,670 | $ 21,872 | $ 19,383 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||||
Revenue remaining performance obligation amount | $ 1,345 | $ 1,345 | ||
Revenue remaining performance obligation revenue to be recognized year 2021 | 529 | 529 | ||
Revenue remaining performance obligation revenue to be recognized thereafter | 816 | 816 | ||
Deferred revenue, revenue recognized | $ 32.2 | $ 27.5 | $ 30.7 | $ 26.6 |
Revenue - Summary of receivable
Revenue - Summary of receivables contract assets and contract liabilities from contracts with customers (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Contract With Customer Asset And Liability [Line Items] | |||
Accounts receivables-net of allowances | $ 98,194 | $ 78,793 | |
Deferred contract costs | 15,788 | 15,069 | $ 13,833 |
Long-term deferred contract costs | 18,818 | 22,117 | 18,893 |
Other assets (accounts receivable, non-current) | 17,091 | 8,622 | |
Deferred revenues | 33,602 | 31,042 | 29,384 |
Other liabilities (deferred revenues, non-current) | $ 1,340 | $ 1,574 | $ 1,739 |
Revenue - Summary of deferred r
Revenue - Summary of deferred revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Contract With Customer Liability [Line Items] | ||||||
Balance at beginning of period | $ 34,742 | $ 30,756 | $ 32,616 | $ 28,515 | ||
Revenue recognized1 | [1] | (94,997) | (87,649) | (277,250) | (250,379) | |
Additional amounts deferred1 | [1] | 95,197 | 88,016 | 279,576 | 252,987 | |
Balance at end of period | 34,942 | 31,123 | 34,942 | 31,123 | ||
Classified as: | ||||||
Current | 33,602 | 29,384 | 33,602 | 29,384 | $ 31,042 | |
Non-current | 1,340 | 1,739 | 1,340 | 1,739 | 1,574 | |
Total deferred revenue | $ 34,942 | $ 31,123 | $ 34,942 | $ 31,123 | $ 32,616 | |
[1] Amounts include total revenue deferred and recognized during each respective period. |
Revenue - Summary of deferred c
Revenue - Summary of deferred contract costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Capitalized Contract Cost [Line Items] | |||||
Balance at beginning of period | $ 35,890 | $ 28,667 | $ 37,186 | $ 26,361 | |
Costs amortized | (4,444) | (4,164) | (13,072) | (11,481) | |
Additional amounts deferred | 3,160 | 8,223 | 10,492 | 17,846 | |
Balance at end of period | 34,606 | 32,726 | 34,606 | 32,726 | |
Classified as: | |||||
Current | 15,788 | 13,833 | 15,788 | 13,833 | $ 15,069 |
Non-current | 18,818 | 18,893 | 18,818 | 18,893 | 22,117 |
Total deferred contract costs | $ 34,606 | $ 32,726 | $ 34,606 | $ 32,726 | $ 37,186 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Asset Impairment Charges | $ 0 | $ 0 | $ 0 | $ 0 | |
Discount rate | 9% | ||||
Fair Value Adjustment of Warrants | (312,000) | $ 26,889,000 | $ (23,452,000) | $ 26,889,000 | |
Private Warrants [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Fair Value Adjustment of Warrants | 2.19 | $ 3.51 | |||
Interest Rate Cap [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Derivative assets | $ 12,300,000 | $ 12,300,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurement Inputs and Valuation Techniques (Details) - Private Warrants [Member] | Sep. 30, 2022 yr | Dec. 31, 2021 yr |
Expected term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 3.8 | 4.6 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.35 | 0.35 |
Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.0417 | 0.0120 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Interest Rate Cap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | $ 12,300 | |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 39,226 | $ 62,478 |
Derivative Asset | 12,279 | |
Fair Value, Recurring [Member] | Contingent consideration related to business acquisition [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 200 | |
Fair Value, Recurring [Member] | Interest Rate Cap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 12,279 | |
Fair Value, Recurring [Member] | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 39,026 | 62,478 |
Fair Value, Recurring [Member] | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Derivative Asset | 0 | |
Fair Value, Recurring [Member] | Level 1 | Contingent consideration related to business acquisition [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | |
Fair Value, Recurring [Member] | Level 1 | Interest Rate Cap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 0 | |
Fair Value, Recurring [Member] | Level 1 | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Fair Value, Recurring [Member] | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 39,026 | 62,478 |
Derivative Asset | 12,279 | |
Fair Value, Recurring [Member] | Level 2 | Contingent consideration related to business acquisition [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | |
Fair Value, Recurring [Member] | Level 2 | Interest Rate Cap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 12,279 | |
Fair Value, Recurring [Member] | Level 2 | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 39,026 | 62,478 |
Fair Value, Recurring [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 200 | 0 |
Derivative Asset | 0 | |
Fair Value, Recurring [Member] | Level 3 | Contingent consideration related to business acquisition [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 200 | |
Fair Value, Recurring [Member] | Level 3 | Interest Rate Cap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Asset | 0 | |
Fair Value, Recurring [Member] | Level 3 | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 0 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Carrying Amounts and Estimated Fair Value of the Financial Instruments (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Carrying Amount [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 792,270 | $ 798,073 |
Estimated Fair Value [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 768,195 | $ 799,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 16, 2022 | |
Income Tax Disclosure [Line Items] | |||||
Income tax payment | $ 16.6 | $ 4.7 | $ 55.5 | $ 15.1 | |
Effective tax rate | 26.10% | 22% | 25.40% | 22.10% | |
Unrecognized tax benefits period decrease | $ 3.5 | ||||
CorporateMinimumIncomeTax | 15% | ||||
CorporateStockRepurchaseExciseTaxRate | 1% | ||||
Maximum [Member] | |||||
Income Tax Disclosure [Line Items] | |||||
Unrecognized tax benefits period decrease | $ 3.6 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||||||
Accounts receivable | $ 102,884 | $ 82,584 | ||||
Allowance for doubtful accounts and sales reserves | (4,690) | $ (4,296) | (3,791) | $ (3,972) | $ (4,218) | $ (4,224) |
Accounts receivable–net | $ 98,194 | $ 78,793 |
Accounts Receivable - Schedul_2
Accounts Receivable - Schedule of Changes to the Allowance for Doubtful Accounts and Sales Reserves (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Receivables [Abstract] | ||||
Balance at beginning of period | $ 4,296 | $ 4,218 | $ 3,791 | $ 4,224 |
Charges to bad debt and sales reserves | 1,100 | 818 | 3,036 | 2,524 |
Write-offs, net | (706) | (1,064) | (2,137) | (2,776) |
Balance at end of period | $ 4,690 | $ 3,972 | $ 4,690 | $ 3,972 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid SaaS costs | $ 6,606 | $ 5,909 |
Prepaid insurance | 5,820 | 4,416 |
Prepaid service fees | 5,113 | 8,623 |
Prepaid software and equipment maintenance | 3,912 | 7,593 |
Non-trade receivables | 1,109 | 8,321 |
Other | 11,338 | 11,319 |
Total | $ 33,898 | $ 46,181 |
Software, Equipment, And Prop_3
Software, Equipment, And Property - Schedule of Software,Equipment and Property (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total software, equipment, and property | $ 240,975 | $ 217,460 |
Less accumulated depreciation and amortization | (93,444) | (81,615) |
Net software, equipment, and property | 147,531 | 135,845 |
Software, Licenses and Database [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total software, equipment, and property | 167,235 | 140,692 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total software, equipment, and property | 33,102 | 34,880 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total software, equipment, and property | 32,948 | 31,635 |
Building and Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total software, equipment, and property | 4,910 | 4,910 |
Furniture and Other Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total software, equipment, and property | $ 2,780 | $ 5,343 |
Software, Equipment, And Prop_4
Software, Equipment, And Property - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 6.7 | $ 7.7 | $ 20.2 | $ 18.2 |
Leases - Additional Information
Leases - Additional Information (Detail) | Sep. 30, 2022 |
Maximum [Member] | Office Space and Data Center Facilities [Member] | |
Leases [Line Items] | |
Operating lease term | 17 years |
Operating lease term extension | 5 years |
Maximum [Member] | Equipment Leases [Member] | |
Leases [Line Items] | |
Operating lease term | 3 years |
Minimum [Member] | Office Space and Data Center Facilities [Member] | |
Leases [Line Items] | |
Operating lease term | 1 year |
Operating lease term extension | 3 years |
Minimum [Member] | Equipment Leases [Member] | |
Leases [Line Items] | |
Operating lease term | 1 year |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Line Items] | ||||
Operating lease costs | $ 1,871 | $ 4,043 | $ 7,545 | $ 13,179 |
Variable lease costs | 585 | 552 | 1,996 | 1,615 |
Total lease costs | $ 2,456 | $ 4,595 | $ 9,541 | $ 14,794 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow and Other Information Related to Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Line Items] | ||||
Cash payments for operating leases | $ 1,287 | $ 2,872 | $ 7,033 | $ 8,870 |
Operating lease assets obtained in exchange for lease liabilities | $ 2,257 | $ 0 | $ 2,366 | $ 2,365 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in the Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill [Line Items] | ||
Net Carrying Amount | $ 1,494,267 | $ 1,466,884 |
SafekeepInc [Member] | ||
Goodwill [Line Items] | ||
Net Carrying Amount | $ 27,383 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets Balance (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,487,700 | $ 1,483,194 |
Accumulated Amortization | (534,540) | (460,415) |
Net Carrying Amount | 953,160 | 1,022,779 |
Intangible assets, Gross Carrying Amount | 1,678,170 | 1,673,664 |
Intangible assets, Net Carrying Amount | 1,143,630 | 1,213,249 |
Trademarks—indefinite life, Accumulated Amortization | (534,540) | (460,415) |
Trademarks [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Indefinite life intangible assets | 190,470 | 190,470 |
Intangible assets, Net Carrying Amount | $ 190,470 | $ 190,470 |
Customer Relationships [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Life (Years) | 12 years 7 months 6 days | 13 years 3 months 18 days |
Gross Carrying Amount | $ 1,299,750 | $ 1,299,750 |
Accumulated Amortization | (392,029) | (337,831) |
Net Carrying Amount | $ 907,721 | $ 961,919 |
Acquired Technologies [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Life (Years) | 2 years | 2 years 3 months 18 days |
Gross Carrying Amount | $ 187,950 | $ 183,164 |
Accumulated Amortization | (142,511) | (122,318) |
Net Carrying Amount | $ 45,439 | $ 60,846 |
Favorable Lease Terms [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Life (Years) | 3 months 18 days | |
Gross Carrying Amount | $ 280 | |
Accumulated Amortization | (266) | |
Net Carrying Amount | $ 14 | |
Subsidiaries [Member] | Customer Relationships [Member] | Maximum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 18 years | 18 years |
Subsidiaries [Member] | Customer Relationships [Member] | Minimum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 16 years | 16 years |
Subsidiaries [Member] | Acquired Technologies [Member] | Maximum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 7 years | 7 years |
Subsidiaries [Member] | Acquired Technologies [Member] | Minimum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 3 years | 3 years |
Subsidiaries [Member] | Favorable Lease Terms [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 6 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Future Amortization Expense for Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||
2022 | $ 24,818 | |
2023 | 99,003 | |
2024 | 81,417 | |
2025 | 72,949 | |
2026 | 72,949 | |
Thereafter | 602,024 | |
Total | $ 953,160 | $ 1,022,779 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||
Goodwill impairment | $ 0 | $ 0 | $ 0 | $ 0 | ||
Amortization of Intangible Assets | 18,066,000 | 18,078,000 | 54,212,000 | 54,232,000 | ||
GOODWILL | 1,494,267,000 | 1,494,267,000 | $ 1,466,884,000 | |||
Subsidiaries | ||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||
Goodwill impairment | 0 | 0 | ||||
Impairment charge | 0 | 0 | 0 | 0 | ||
Amortization of Intangible Assets | 24,800,000 | 24,700,000 | 74,400,000 | 74,000,000 | ||
GOODWILL | $ 0 | $ 0 | 0 | $ 0 | ||
China | ||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||
Goodwill impairment | $ 0 | |||||
Acquired Technologies [Member] | Subsidiaries | ||||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||||
Acquired intangible assets | $ 4,800,000 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities Current [Line Items] | ||
Compensation | $ 43,263 | $ 49,510 |
Professional services | 4,178 | 2,371 |
Software license agreement | 2,567 | 3,265 |
Royalties and licenses | 4,543 | 2,640 |
Employee insurance benefits | 3,586 | 2,443 |
Sales tax | 2,411 | 2,296 |
Other | 3,325 | 4,166 |
Total | $ 63,873 | $ 66,691 |
Other Liabilities - Summary of
Other Liabilities - Summary of Other Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Liabilities, Noncurrent [Abstract] | ||
Deferred revenue-non-current | $ 1,340 | $ 1,574 |
Software license agreement | 1,189 | 4,211 |
Contingent consideration | 200 | 0 |
Total | $ 2,729 | $ 5,785 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Aug. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jul. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||||||
Gain (Loss) on Extinguishment of Debt | $ 0 | $ (15,240,000) | $ 0 | $ (15,240,000) | |||||||
Proceeds from issuance of long-term debt | 0 | 789,927,000 | |||||||||
Line of credit facility, expiration period | 6 months | ||||||||||
Debt instrument, annual principal payment | $ 525,000,000 | ||||||||||
Long-Term Debt, Current Maturities | 8,000,000 | 8,000,000 | $ 8,000,000 | ||||||||
Repayment of long term debt | 6,000,000 | $ 1,336,154,000 | |||||||||
Interest Rate Swap [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Payments for extinguish the interest rate swaps | $ 10,000,000 | ||||||||||
Interest Rate Cap [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Derivative, Notional Amount | $ 600,000,000 | ||||||||||
Derivative, cap interest rate | 4% | ||||||||||
Interest Rate Cap Agreements Aggregate Premium Payable | $ 6,300,000 | ||||||||||
Fair value of interest rate cap agreements | 12,300,000 | 12,300,000 | |||||||||
Debt Instrument, Maturity Date | Jul. 31, 2025 | ||||||||||
First Lien Amendment [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issuance costs, net | 3,400,000 | 3,400,000 | |||||||||
Line of credit facility, periodic payment, principal | $ 3,500,000 | ||||||||||
First Lien Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issuance costs, net | 27,600,000 | 27,600,000 | |||||||||
Two Thousand and Twenty one Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from issuance of long-term debt | 798,000,000 | ||||||||||
Debt instrument, unamortized discount | 1,700,000 | 1,700,000 | 1,900,000 | ||||||||
Debt issuance costs, net | 2,400,000 | 2,400,000 | 2,900,000 | ||||||||
Unamortized financing costs | 8,500,000 | 8,500,000 | 9,500,000 | ||||||||
Line of credit facility, maximum borrowing capacity | 75,000,000 | 75,000,000 | |||||||||
Percentage of aggregate commitments on borrowings | 35% | ||||||||||
Maximum [Member] | Two Thousand and Twenty one Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 0.0625 | ||||||||||
Minimum [Member] | Two Thousand and Twenty one Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 0.0100 | ||||||||||
Revolving Credit Facility [Member] | First Lien Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 100,000,000 | $ 100,000,000 | |||||||||
First Lien Term Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, annual principal payment | $ 1,500,000 | $ 21,900,000 | |||||||||
Weighted average interest rate of debt outstanding | 4.10% | 4.10% | |||||||||
Interest Expense, Debt | $ 9,300,000 | $ 36,100,000 | |||||||||
Percentage of annual excess cash flow on line of credit | 50% | ||||||||||
Repayment of long term debt | $ 804,200,000 | ||||||||||
First Lien Term Loan [Member] | First Lien Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 1,000,000,000 | $ 1,000,000,000 | |||||||||
Proceeds from issuance of long-term debt | 997,500,000 | ||||||||||
Debt instrument, unamortized discount | $ 2,500,000 | $ 2,500,000 | |||||||||
First Lien Term Loan [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Interest Rate at Period End | 3% | 3% | |||||||||
First Lien Revolvers [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | $ 91,300,000 | $ 91,300,000 | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.50% | ||||||||||
First Lien Revolvers [Member] | First Lien Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 30,000,000 | $ 30,000,000 | |||||||||
Incremental Term Loan [Member] | First Lien Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 375,000,000 | 375,000,000 | |||||||||
Proceeds from issuance of long-term debt | 373,100,000 | ||||||||||
Debt instrument, unamortized discount | 1,900,000 | 1,900,000 | |||||||||
Standby Letters of Credit [Member] | Two Thousand and Twenty one Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of Credit Facility, Current Borrowing Capacity | 700,000 | 700,000 | |||||||||
Term B Loan [Member] | Two Thousand and Twenty one Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 800,000,000 | 800,000,000 | |||||||||
Debt instrument, unamortized discount | 2,000,000 | 2,000,000 | |||||||||
Debt issuance costs, net | 9,800,000 | 9,800,000 | |||||||||
Line of credit facility, periodic payment, principal | $ 2,000,000 | ||||||||||
Debt instrument, annual principal payment | 0 | 0 | |||||||||
Long-term debt | 794,000,000 | 794,000,000 | 800,000,000 | ||||||||
Long-Term Debt, Current Maturities | $ 8,000,000 | $ 8,000,000 | 8,000,000 | ||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.50% | ||||||||||
Weighted average interest rate of debt outstanding | 4.60% | 3% | 3.60% | 3% | |||||||
Interest Expense, Debt | $ 9,200,000 | $ 0 | $ 21,600,000 | $ 0 | |||||||
Percentage of annual excess cash flow on line of credit | 50% | ||||||||||
Term B Loan [Member] | Maximum [Member] | Two Thousand and Twenty one Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, expiration period | 6 years 1 month 9 days | ||||||||||
Term B Loan [Member] | Minimum [Member] | Two Thousand and Twenty one Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, expiration period | 6 years 10 months 24 days | ||||||||||
Two Thousand and Twenty one Revolving Credit Facility [Member] | Two Thousand and Twenty one Credit Agreement [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term line of credit | 250,000,000 | 250,000,000 | |||||||||
Debt issuance costs, net | 3,100,000 | 3,100,000 | |||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 249,300,000 | $ 249,300,000 | $ 249,300,000 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: Current portion | $ (8,000) | $ (8,000) |
Total long-term debt—net of current portion | 775,770 | 780,610 |
Term B Loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 794,000 | 800,000 |
Long-term debt—discount | (1,730) | (1,926) |
Long-term debt—deferred financing fees | (8,500) | (9,464) |
Long-term debt-net of discount & fees | $ 783,770 | $ 788,610 |
Long-Term Licensing Agreement -
Long-Term Licensing Agreement - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
LongTerm Licensing Agreement [Line Items] | ||||||
Contract with customer, liability | $ 34,942 | $ 34,742 | $ 32,616 | $ 31,123 | $ 30,756 | $ 28,515 |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | |||
Stock issued during period, value, new issues | $ 1,007 | ||
Redeemable noncontrolling interest, equity, carrying amount | $ 14,179 | $ 14,179 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||
Aug. 03, 2021 | Mar. 17, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Apr. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||
Shares authorized total | 5,000,000,000 | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares, Issued | 620,117,025 | 609,768,296 | ||||
Common stock shares outstanding | 620,117,025 | 609,768,296 | ||||
Stock issued during the period shares stock options exercised | 8,367,100 | |||||
Payment of dividend classified as financing activities | $ 134,600 | $ 134,500 | ||||
Preferred stock shares issued | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Preferred stock shares authorised | 100,000,000 | 100,000,000 | ||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares description of voting rights | one | |||||
Deemed distribution to CCCIS option holders | $ 0 | $ 9,006 | ||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock par or stated value per share | $ 9.70 | |||||
Common Stock, Shares, Issued | 20,000,000 | |||||
Common Stock Offering Cost | $ 1,200 | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock par or stated value per share | $ 0.0001 |
Stock Incentive Plans - Additio
Stock Incentive Plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation by share based arrangement options vested during the period aggregate fair value | $ 8.4 | ||
Share based compensation by share based arrangement unrecognised compensation for options unvested | $ 81.9 | ||
Share based compensation by share based arrangement unrecognised compensation for options unvested remaining period for recognition | 1 year 7 months 6 days | ||
Fair value at valuation date | $ 7.42 | ||
Ccc2021 Employee Stock Purchase Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Common stock reserved for issuance | 6,031,714 | ||
Number of shares sold under plan | 408,879 | ||
Ccc2021 Employee Stock Purchase Plan [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Aggregate number of shares reserved for sale under plan increases on beginning of period percentage of total number of shares outstanding or lessor amount | 1% | ||
Performance Based Awards Member | Two Thousand Seventeen Stock Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Additional stock based compensation | $ 203.9 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Granted | 15,824,517 | ||
Restricted Stock Units (RSUs) [Member] | Time Based Vesting Requirements [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Granted | 14,445,917 | ||
Restricted Stock Units (RSUs) [Member] | Performance And Market Based Vesting Conditions [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Granted | 689,275 | ||
Restricted Stock Units (RSUs) [Member] | Performance Based Vesting Requirements [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Granted | 689,325 | ||
Phantom Share Units PSUs Member | Phantom Plan Member | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Additional stock based compensation | $ 6 | ||
Company Earnout Shares Member | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of additional shares | 13,500,000 | 1,500,000 | |
Allocated share based compensation expense | $ 8.1 | ||
Company Earnout Shares Member | Share Price Greater Than Or Equal to USD Fifteen Per Share [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value at valuation date | $ 15 | ||
Number of trading days used to determine the share price | 20 days | ||
Number of consecutive trading days used to determine the share price | 30 days | ||
Common Class B [Member] | Performance And Market Based Vesting Conditions [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation by share based arrangement unrecognised compensation for options unvested remaining period for recognition | 3 years 1 month 6 days | ||
Common Class B [Member] | Time Based Vesting [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation by share based arrangement unrecognised compensation for options unvested | $ 185.6 |
Stock Incentive Plans - Summary
Stock Incentive Plans - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Shares - Beginning Balance | 55,644,495 | |
Shares - Exercised | (8,367,100) | |
Shares - Forfeited and canceled | (272,295) | |
Shares - Ending Balance | 47,005,100 | 55,644,495 |
Shares - Exercisable | 43,168,788 | |
Shares - Vested and expected to vest | 46,752,866 | |
Weighted- Average Exercise Price - Beginning Balance | $ 2.95 | |
Weighted- Average Exercise Price - Exercised | 2.73 | |
Weighted- Average Exercise Price - Forfeited and canceled | 4.64 | |
Weighted- Average Exercise Price - Ending Balance | 2.98 | $ 2.95 |
Weighted- Average Exercise Price - Exercisable | 2.73 | |
Weighted- Average Exercise Price - Vested and expected to vest | $ 2.96 | |
Weighted-Average Remaining Contractual Life (in years) | 5 years 2 months 12 days | 6 years |
Weighted-Average Remaining Contractual Life (in years) - Exercisable | 4 years 10 months 24 days | |
Weighted-Average Remaining Contractual Life (in years) - Vested and expected to vest | 5 years 1 month 6 days | |
Aggregate Intrinsic Value - Beginning Balance | $ 469,591 | |
Aggregate Intrinsic Value - Ending Balance | 287,659 | $ 469,591 |
Aggregate Intrinsic Value - Exercisable | 274,947 | |
Aggregate Intrinsic Value - Vested and expected to vest | $ 286,840 |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (in years) | 2 years 9 months 18 days |
Expected volatility | 35% |
Expected dividend yield | 0% |
Risk-free interest rate | 2.28% |
Fair value at valuation date | $ 7.42 |
Ccc2021 Employee Stock Purchase Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term (in years) | 6 months |
Expected volatility | 47% |
Expected dividend yield | 0% |
Risk-free interest rate | 0.20% |
Stock Incentive Plans - Sched_2
Stock Incentive Plans - Schedule of Non-vested Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Non-vested RSUs - December 31, 2021 | shares | 18,558,211 |
Granted | shares | 15,824,517 |
Vested | shares | (2,081,478) |
Forfeited | shares | (963,556) |
Non-vested RSUs - September 30, 2022 | shares | 31,337,694 |
Non-vested RSUs - December 31, 2021 | $ / shares | $ 10.74 |
Granted | $ / shares | 10.13 |
Vested | $ / shares | 11.36 |
Forfeited | $ / shares | 11.02 |
Non-vested RSUs -September 30, 2022 | $ / shares | $ 10.38 |
Stock Incentive Plans - Summa_2
Stock Incentive Plans - Summary of Share-based Payment Arrangement, Expensed and Capitalized, Amount (Detail) - Cypress Holdings Inc And Subsidiaries [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expense | $ 28,722 | $ 219,876 | $ 80,769 | $ 235,413 |
Cost of Revenues [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expense | 1,657 | 12,169 | 4,167 | 12,563 |
Research and development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expense | 5,373 | 35,472 | 14,433 | 36,748 |
Sales and marketing [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expense | 6,890 | 58,770 | 18,331 | 60,060 |
General and administrative [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expense | $ 14,802 | $ 113,465 | $ 43,838 | $ 126,042 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Nov. 29, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||||
Exercise price | $ 11.50 | $ 11.50 | ||||
Warrants expire date | Jul. 30, 2026 | Jul. 30, 2026 | ||||
Class Or Warrant Issued Price Per Share | $ 0.10 | |||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Aug. 29, 2021 | |||||
Change in fair value of warrant liabilities | $ (312,000) | $ 26,889,000 | $ (23,452,000) | $ 26,889,000 | ||
Class Of Warrant Or Rights Date From Which Warrants Or Rights Exercisable Expired | Jul. 30, 2026 | |||||
Warrant liabilities | $ 39,026,000 | $ 39,026,000 | $ 62,478,000 | |||
Public Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding | 17,299,983 | |||||
Class of warrant or right number of securities called by each warrant or right | 10,638 | |||||
Proceeds from Warrant Exercises | $ 100,000 | |||||
Payments for Repurchase of Warrants | $ 100,000 | |||||
Class Of Warrants And Rights Issued During The Period | 15,876,341 | |||||
Class of Warrant or Right, Unissued | 1,413,004 | |||||
Warrants and Rights Outstanding | $ 0 | |||||
Public Warrants [Member] | Common Class A [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 4,826,339 | |||||
Private Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding | 17,800,000 | 17,800,000 | 17,800,000 | |||
Change in fair value of warrant liabilities | $ 2.19 | $ 3.51 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 | |
Long Term Purchasing Agreement Relating To Licensing Data Used [Member] | |
Other Commitments [Line Items] | |
Long term purchase commitement month of expiry | 2031 |
Related Parties - Schedule of R
Related Parties - Schedule of Revenues, Expenses and Amount Receivable with Entities Affiliated with Principal Owners (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Credit Card Processing [Member] | |||||
Revenues | $ 233 | $ 122 | $ 574 | $ 269 | |
Employee Health Insurance Benefits [Member] | |||||
Expenses | 716 | 755 | 2,353 | 2,190 | |
Payables | 208 | 208 | $ 232 | ||
Human Resource Support Services [Member] | |||||
Expenses | 59 | $ 53 | 196 | $ 194 | |
Sales Tax Processing Services [Member] | |||||
Expenses | $ 245 | $ 443 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Antidilutive securities excluded from the computation of earnings per share | 8,224,561 | 33,220,634 | 8,250,431 | 28,940,767 |
Sponsor Vesting Shares [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted Average Number of Shares Outstanding, Diluted, Adjustment | 8,625,000 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule Of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator | ||||
Net income (loss) | $ 9,795 | $ (189,782) | $ 37,334 | $ (191,050) |
Earnings Per Shares Basic and Diluted | ||||
Weighted average shares of common stock - basic | 609,421,073 | 566,454,782 | 606,181,316 | 525,877,533 |
Dilutive effect of stock based awards | $ 34,161,849 | $ 0 | $ 36,027,306 | $ 0 |
Weighted average shares of common stock - diluted | 643,582,922 | 566,454,782 | 642,208,622 | 525,877,533 |
Earnings Per Shares Basic and Diluted Other Disclosures | ||||
Basic | $ 0.02 | $ (0.34) | $ 0.06 | $ (0.36) |
Diluted | $ 0.02 | $ (0.34) | $ 0.06 | $ (0.36) |
Segment Information And Infor_3
Segment Information And Information About Geographic Areas - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 Segment | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Number of operating segments | 1 |
Segment Information And Infor_4
Segment Information And Information About Geographic Areas - Schedule of Revenues by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenues | $ 198,734 | $ 176,628 | $ 578,342 | $ 501,205 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from Contract with Customer By Geographic Area | 196,727 | 175,297 | 572,417 | 496,784 |
China [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from Contract with Customer By Geographic Area | $ 2,007 | $ 1,331 | $ 5,925 | $ 4,421 |
Segment Information And Infor_5
Segment Information And Information About Geographic Areas - Schedule of Software, Equipment and Property, Net by Geographic Area (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net software, equipment, and property | $ 147,531 | $ 135,845 |
Americas [Member] | Property Plant And Equipment Net [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 147,477 | 135,784 |
China [Member] | Property Plant And Equipment Net [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 54 | $ 61 |
Gain on Sale of Cost Method I_2
Gain on Sale of Cost Method Investment - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Feb. 28, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | |||
Proceeds from sale of equity method investments | $ 3.9 | ||
Cost method investments recognized gains | $ 3.6 | ||
Cost method investments carrying value | $ 0.3 |