Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 24, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | CCC Intelligent Solutions Holdings Inc. | ||
Entity Central Index Key | 0001818201 | ||
Entity File Number | 001-03551 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Document Annual 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 | 625,056,959 | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | CCCS | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 1,273 | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Firm ID | 34 | ||
Auditor Location | Chicago, IL |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 323,788 | $ 182,544 |
Accounts receivable-Net of allowances of $5,339 and $3,791as of December 31, 2022 and 2021, respectively | 98,353 | 78,793 |
Income taxes receivable | 4,015 | 318 |
Deferred contract costs | 16,556 | 15,069 |
Other current assets | 36,358 | 46,181 |
Total current assets | 479,070 | 322,905 |
SOFTWARE, EQUIPMENT, AND PROPERTY—Net | 146,443 | 135,845 |
OPERATING LEASE ASSETS | 32,874 | 37,234 |
INTANGIBLE ASSETS—Net | 1,118,819 | 1,213,249 |
GOODWILL | 1,495,129 | 1,466,884 |
DEFERRED FINANCING FEES, REVOLVER—Net | 2,286 | 2,899 |
DEFERRED CONTRACT COSTS | 20,161 | 22,117 |
EQUITY METHOD INVESTMENT | 10,228 | 10,228 |
OTHER ASSETS | 45,911 | 26,165 |
TOTAL | 3,350,921 | 3,237,526 |
CURRENT LIABILITIES: | ||
Accounts payable | 27,599 | 12,918 |
Accrued expenses | 71,445 | 66,691 |
Income taxes payable | 922 | 7,243 |
Current portion of long-term debt | 8,000 | 8,000 |
Current portion of long-term licensing agreement—Net | 2,876 | 2,703 |
Operating lease liabilities | 5,484 | 8,052 |
Deferred revenues | 35,239 | 31,042 |
Total current liabilities | 151,565 | 136,649 |
LONG-TERM DEBT - Net | 774,132 | 780,610 |
DEFERRED INCOME TAXES—Net | 241,698 | 275,745 |
LONG-TERM LICENSING AGREEMENT—Net | 30,752 | 33,629 |
OPERATING LEASE LIABILITIES | 54,245 | 56,133 |
WARRANT LIABILITIES | 36,405 | 62,478 |
OTHER LIABILITIES | 2,658 | 5,785 |
Total liabilities | 1,291,455 | 1,351,029 |
COMMITMENTS AND CONTINGENCIES (Notes 23 and 24) | ||
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; 622,072,905 and 609,768,296 shares issued and outstanding at December 31, 2022 and 2021, respectively | 62 | 61 |
Additional paid-in capital | 2,754,055 | 2,618,924 |
Accumulated deficit | (707,946) | (746,352) |
Accumulated other comprehensive loss | (884) | (315) |
Total stockholders' equity | 2,045,287 | 1,872,318 |
TOTAL | $ 3,350,921 | $ 3,237,526 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts receivable current | $ 5,339 | $ 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 | 622,072,905 | 609,768,296 |
Common Stock, Shares, Outstanding | 622,072,905 | 609,768,296 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income | |||
REVENUES | $ 782,448 | $ 688,288 | $ 633,063 |
COST OF REVENUES | |||
Cost of revenues, exclusive of amortization and impairment of acquired technologies | 187,001 | 169,335 | 182,414 |
Amortization of acquired technologies | 26,938 | 26,320 | 26,303 |
Total cost of revenues | 213,939 | 195,655 | 208,717 |
GROSS PROFIT | 568,509 | 492,633 | 424,346 |
OPERATING EXPENSES: | |||
Research and development | 156,957 | 165,991 | 109,508 |
Selling and marketing | 119,594 | 148,861 | 74,710 |
General and administrative | 167,758 | 250,098 | 90,838 |
Amortization of intangible assets | 72,278 | 72,358 | 72,310 |
Total operating expenses | 516,587 | 637,308 | 347,366 |
OPERATING INCOME (LOSS) | 51,922 | (144,675) | 76,980 |
INTEREST EXPENSE | (38,990) | (58,990) | (77,003) |
INTEREST INCOME | 908 | 0 | 0 |
CHANGE IN FAIR VALUE OF DERIVATIVE INSTRUMENTS | 5,663 | 8,373 | (13,249) |
CHANGE IN FAIR VALUE OF WARRANT LIABILITIES | 26,073 | (64,501) | 0 |
GAIN ON SALE OF COST METHOD INVESTMENT | 3,587 | 0 | 0 |
LOSS ON EARLY EXTINGUISHMENT OF DEBT | 0 | (15,240) | (8,615) |
OTHER INCOME — Net | 699 | 114 | 332 |
Pretax income (loss) | 49,862 | (274,919) | (21,555) |
INCOME TAX (PROVISION) BENEFIT | (11,456) | 26,000 | 4,679 |
NET INCOME (LOSS) INCLUDING NON-CONTROLLING INTEREST | 38,406 | (248,919) | (16,876) |
Less: net income (loss) attributable to non-controlling interest | 0 | 0 | 0 |
NET INCOME (LOSS) ATTRIBUTABLE TO CCC INTELLIGENT SOLUTIONS HOLDINGS INC. | $ 38,406 | $ (248,919) | $ (16,876) |
Earnings Per Shares Basic And Diluted Abstract | |||
Basic | $ 0.06 | $ (0.46) | $ (0.03) |
Diluted | $ 0.06 | $ (0.46) | $ (0.03) |
Earnings Per Share, Basic, Other Disclosure [Abstract] | |||
Basic | 607,760,886 | 543,558,222 | 504,115,839 |
Diluted | 642,841,596 | 543,558,222 | 504,115,839 |
COMPREHENSIVE (LOSS) INCOME: | |||
Net income (loss) including non-controlling interest | $ 38,406 | $ (248,919) | $ (16,876) |
Other comprehensive (loss) income—Foreign currency translation adjustment | (569) | (44) | 126 |
COMPREHENSIVE INCOME (LOSS) INCLUDING NON-CONTROLLING INTEREST | 37,837 | (248,963) | (16,750) |
Less: comprehensive income (loss) attributable to non-controlling interest | 0 | 0 | 0 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CCC INTELLIGENT SOLUTIONS HOLDINGS INC. | $ 37,837 | $ (248,963) | $ (16,750) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Mezzanine Equity and Stockholders' Equity - USD ($) $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Noncontrolling Interest [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Loss |
Beginning Balance at Dec. 31, 2019 | $ 1,378,863 | $ 0 | $ 50 | $ 1,491,704 | $ (112,494) | $ (397) | |
Balance Balance, Shares at Dec. 31, 2019 | 0 | 503,655,768 | |||||
Issuance of non-controlling interest in subsidiary | $ 14,179 | ||||||
Issuance of common stock | 1,560 | 1,560 | |||||
Issuance of common stock (Shares) | 340,551 | ||||||
Stock-based compensation expense | 7,486 | 7,486 | |||||
Exercise of stock options—net of tax | 692 | 692 | |||||
Exercise of stock options—net of tax , Shares | 330,675 | ||||||
Repurchase and cancellation of Series B common stock | (236) | (236) | |||||
Repurchase and cancellation of Series B common stock , Shares | (52,104) | ||||||
Foreign currency translation adjustment | 126 | 126 | |||||
Net income (loss) | (16,876) | (16,876) | |||||
Ending Balance , Redeemable Non-Controlling Interest at Dec. 31, 2020 | 14,179 | ||||||
Ending Balance at Dec. 31, 2020 | 1,371,615 | $ 0 | $ 50 | 1,501,206 | (129,370) | (271) | |
Ending Balance, Shares at Dec. 31, 2020 | 0 | 504,274,890 | |||||
Issuance of common stock | 1,007 | 1,007 | |||||
Issuance of common stock (Shares) | 110,679 | ||||||
Stock-based compensation expense | 254,965 | 254,965 | |||||
Stock-based compensation expense, Shares | 883,729 | ||||||
Net equity infusion from the Business Combination | 704,841 | $ 10 | 704,831 | ||||
Net equity infusion from the Business Combination (Shares) | 97,740,002 | ||||||
Exercise of stock options—net of tax | 5,180 | 5,180 | |||||
Exercise of stock options—net of tax , Shares | 1,922,019 | ||||||
Exercise of warrants-Net | 60,462 | $ 1 | 60,461 | ||||
Exercise of warrants-Net, Shares | 4,836,977 | ||||||
Dividend to CCCIS stockholders | (269,178) | (269,178) | |||||
Deemed distribution to CCCIS option holders | (9,006) | (9,006) | |||||
Company Vesting Shares granted to CCCIS stockholders | 98,885 | (98,885) | |||||
Foreign currency translation adjustment | (44) | (44) | |||||
Net income (loss) | (248,919) | (248,919) | |||||
Ending Balance , Redeemable Non-Controlling Interest at Dec. 31, 2021 | 14,179 | 14,179 | |||||
Ending Balance at Dec. 31, 2021 | 1,872,318 | $ 0 | $ 61 | 2,618,924 | (746,352) | (315) | |
Ending Balance, Shares at Dec. 31, 2021 | 0 | 609,768,296 | |||||
Business Acquisition, Transaction Costs | 1,395 | 1,395 | |||||
Issuance of common stock | 109,387 | 109,387 | |||||
Exercise of stock options—net of tax | 27,563 | $ 1 | 27,562 | ||||
Exercise of stock options—net of tax , Shares | 10,074,354 | ||||||
Exercise of warrants-Net, Shares | 1,246 | ||||||
Issuance of common stock under employee stock purchase plan (in shares) | 408,879 | ||||||
Issuance of common stock under employee stock purchase plan | 3,197 | 3,197 | |||||
Issuance of common stock upon vesting of RSUs-net of tax (Shares) | 1,820,130 | ||||||
Issuance of common stock upon vesting of RSUs-net of tax | (5,015) | (5,015) | |||||
Foreign currency translation adjustment | (569) | (569) | |||||
Net income (loss) | 38,406 | 38,406 | |||||
Ending Balance , Redeemable Non-Controlling Interest at Dec. 31, 2022 | 14,179 | $ 14,179 | |||||
Ending Balance at Dec. 31, 2022 | $ 2,045,287 | $ 0 | $ 62 | $ 2,754,055 | $ 707,946 | $ (884) | |
Ending Balance, Shares at Dec. 31, 2022 | 0 | 622,072,905 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 38,406 | $ (248,919) | $ (16,876) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization of software, equipment, and property | 27,933 | 24,451 | 17,749 |
Amortization of intangible assets | 99,216 | 98,678 | 98,613 |
Deferred income taxes | (34,401) | (46,883) | (11,124) |
Stock-based compensation | 109,497 | 261,995 | 11,336 |
Amortization of deferred financing fees | 1,878 | 3,682 | 4,630 |
Amortization of discount on debt | 257 | 604 | 738 |
Change in fair value of derivative instruments | (5,663) | (8,373) | 13,249 |
Change in fair value of warrant liabilities | (26,073) | 64,501 | 0 |
Change in fair value of estimated contingent consideration | (100) | 0 | 0 |
Loss on early extinguishment of debt | 0 | 15,240 | 8,615 |
Non-cash lease expense | 3,697 | 6,279 | 0 |
Gain on divestiture | 0 | (600) | (3,800) |
Gain on sale of cost method investment | (3,587) | 0 | 0 |
Loss on disposal of software, equipment and property | 2,651 | 0 | 0 |
Other | 104 | 541 | 114 |
Changes in: | |||
Accounts receivable—Net | (19,844) | (4,725) | (10,558) |
Deferred contract costs | (1,487) | (3,152) | (1,110) |
Other current assets | 9,792 | (12,273) | (6,483) |
Deferred contract costs—Non-current | 1,956 | (7,728) | (1,926) |
Other assets | (14,501) | (7,838) | (9,187) |
Operating lease assets | 3,448 | 6,354 | 0 |
Income taxes | (10,018) | 3,833 | 6,724 |
Accounts payable | 15,516 | (1,052) | (2,256) |
Accrued expenses | 4,592 | 8,347 | 165 |
Operating lease liabilities | (7,241) | (8,398) | 0 |
Deferred revenues | 4,196 | 4,513 | 1,376 |
Extinguishment of interest rate swap liability | 0 | (9,987) | 0 |
Other liabilities | (317) | (11,755) | 3,954 |
Net cash provided by operating activities | 199,907 | 127,335 | 103,943 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from sale of cost method investment | 3,901 | 0 | 0 |
Acquisition of Safekeep, Inc., net of cash | (32,242) | 0 | 0 |
Purchases of software, equipment, and property | (47,951) | (38,321) | (30,107) |
Purchase of equity method investment | 0 | (10,228) | 0 |
Purchase of intangible asset | 0 | (49) | (560) |
Net cash used in investing activities | (76,292) | (48,598) | (30,667) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 27,693 | 5,085 | 236 |
Proceeds from employee stock purchase plan | 3,197 | 0 | 0 |
Payments for employee taxes withheld upon vesting of equity awards | (5,015) | 0 | 0 |
Principal payments on long-term debt | (8,000) | (1,336,153) | (388,846) |
Proceeds from issuance of long-term debt, net of fees paid to lender | 0 | 789,927 | 369,792 |
Net proceeds from equity infusion from the Business Combination | 0 | 763,300 | 0 |
Payment of fees associated with early extinguishment of long-term debt | 0 | (4,821) | (29) |
Proceeds from borrowings on revolving lines of credit | 0 | 0 | 65,000 |
Repayment of borrowings on revolving lines of credit | 0 | 0 | (65,000) |
Dividends to CCCIS stockholders | 0 | (269,174) | 0 |
Deemed distribution to CCCIS option holders | 0 | (9,006) | 0 |
Proceeds from issuance of common stock | 0 | 1,007 | 719 |
Proceeds from issuance of non-controlling interest in subsidiary | 0 | 0 | 14,179 |
Tax effect of Business Combination transaction costs | 0 | 1,395 | 0 |
Net cash provided by (used in) financing activities | 17,875 | (58,440) | (4,421) |
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (246) | 129 | 62 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 141,244 | 20,426 | 68,917 |
Beginning of period | 182,544 | 162,118 | 93,201 |
End of period | 323,788 | 182,544 | 162,118 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Unpaid liability related to software, equipment, and property | 100 | 8,035 | 239 |
Leasehold improvements acquired by tenant improvement allowance | 0 | 16,924 | 0 |
Fair value of assumed Public Warrants exercised | 0 | 60,481 | 0 |
Contingent consideration related to business acquisition | 200 | 0 | 0 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid for interest-Net of interest income | 36,636 | 54,980 | 71,649 |
Cash (paid) received for income taxes -Net | $ (55,697) | $ (15,233) | $ 917 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 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 ("Dragoneer"). On February 2, 2021, Cypress Holdings Inc., ("CCCIS") entered into the Business Combination Agreement (the "Business Combination Agreement") with Dragoneer. In connection with the closing of the business combination ("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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation —The consolidated balance sheets as of December 31, 2022 and 2021, the consolidated statements of operations and comprehensive income (loss), the consolidated statements of mezzanine equity and stockholders’ equity and the consolidated statements of cash flows for the years ended December 31, 2022, 2021 and 2020, have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The Business Combination (see Note 3) was accounted for as a reverse recapitalization in accordance with GAAP, with Dragoneer treated as the acquired company and CCCIS treated as the acquirer. The consolidated assets, liabilities, and results of operations prior to the reverse recapitalization are those of CCCIS. The shares and corresponding capital amounts and losses per share, prior to the reverse recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 1:340.5507 (the “Exchange Ratio”) established in the Business Combination. Basis of Accounting —The accompanying 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 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 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 consolidated financial statements and the accompanying notes. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Although the Company regularly assesses its estimates, actual results could differ from management’s estimates if past experience or other assumptions are not substantially accurate. Changes in estimates are recorded in the period in which they become known. Significant estimates in these 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 estimates and assumptions associated with the valuation of the warrant liabilities, the estimates and assumptions associated with stock incentive plans, including the fair value of common stock prior to the Business Combination, and the measurement of expected contingent consideration in connection with a business acquisition. Cash and Cash Equivalents —The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash and cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. While the Company has deposits that exceed federally insured limits at financial institutions, the Company places its cash and cash equivalents in highly rated institutions. The Company has never experienced any losses related to these balances. Foreign Currency —The Company’s functional currency is the US dollar, however, for operations located in China, the functional currency is the local currency. Assets and liabilities of the foreign operations are translated to US dollars at exchange rates in effect at the consolidated balance sheet date, while statement of operations accounts are translated to US dollars at the average exchange rates for the period. Translation gains and losses are recorded and remain as a component of accumulated other comprehensive income (loss) in stockholders’ equity until transactions are settled or the foreign entity is sold or liquidated. Gains and losses resulting from transactions that are denominated in a currency that is not the functional currency are recorded to other income–net, in the consolidated statements of operations and comprehensive income (loss). Significant Customers and Concentration of Credit Risks —The Company is potentially subject to concentration of credit risk primarily through its accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses which, when realized, have been within the range of management’s expectations. The Company generally does not require collateral. Credit risk on accounts receivables is minimized as a result of the large and diverse nature of the Company’s customer base. During the years ended December 31, 2022 and 2021 , no single customer represented more than 10 % of revenue. During the year ended December 31, 2020, one customer accounted for 10 % of revenue. As of December 31, 2022 , one customer had an account receivable of 11 % of accounts receivable. As of December 31, 2021 , no single customer accounted for at least 10 % of accounts receivable. Revenue Recognition —The Company’s revenue recognition policy follows guidance from Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers. The Company generates revenue from contracts that are generally billed either on a monthly subscription or transactional basis. Other revenue primarily consists of professional services revenue that is generally transaction-based (where a fee per transaction is charged). Revenues are recognized as control of these services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company determines revenue recognition based on the application of the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligation(s) in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligation(s) in the contract • Recognition of revenue when, or as a performance obligation is satisfied Software Subscription Revenues —Software services are hosted and provide customers with the right to use the hosted software over the contract period without taking possession of the software and are generally billed on either a monthly subscription or transactional basis. Revenues related to services billed on a subscription basis are recognized ratably over the contract period as this is the time period over which services are transferred to the customer, generally between three and five years. Revenues from subscription services represent a stand-ready obligation to provide access to the Company’s platform. As each day of providing services is substantially the same and the customer simultaneously receives and consumes the benefits as access is provided, subscription arrangements include a series of distinct services. The Company may provide certain of its customers with implementation activities such as basic setup, installation and initial training that the Company must undertake to fulfill the contract. These are considered fulfillment activities that do not transfer the service to the customer. For contracts with fixed and variable consideration, to the extent that customers’ usage exceeds the committed contracted amounts under their subscriptions, they are charged for their incremental usage. For such overage fees, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur. Revenue recognized from overage fees was not material during the years ended December 31, 2022, 2021 and 2020. When customers’ usage falls below the committed contracted amounts, the customer does not receive any credits or refunds for the shortfall. For contracts where fees are solely based on transaction volume, the amount invoiced corresponds directly with the value provided to the customer, and revenue is recognized when invoiced using the as-invoiced practical expedient. Other Revenue —Other revenues consist of professional services and other non-software services, including the Company’s First Party Clinical Services which was divested in December 2020 (see Note 28) and are recognized over time as the services are performed. Other revenues are generally invoiced monthly in arrears. Revenues related to such services that are billed on a transactional basis are recognized when the transaction for the related service occurs. Transaction revenue is primarily comprised of fees for professional services applied to the volume of transactions. These are typically based on a per-unit rate and are invoiced for the same period in which the transactions were processed and as the performance obligation is satisfied. For contracts with transaction fees, the amount invoiced corresponds directly with the value provided to the customer, and revenue is recognized when invoiced using the as-invoiced practical expedient. Contracts with Multiple Performance Obligations —The Company’s contracts with customers can include access to different software applications such as CCC workflow, estimating, valuation and analytics, each of which is its own performance obligation. These additional services are either sold on a standalone basis or could be used on their own with readily available resources. For these contracts, the Company accounts for individual performance obligations separately, if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The standalone selling price for distinct performance obligations is generally based on directly observable pricing. In instances where standalone selling price is not directly observable, the Company determines standalone selling price based on overall pricing objectives, which take into consideration observable data, market conditions and entity-specific factors. The Company may occasionally recognize an adjustment in revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to the Company’s assessment of whether an estimate of variable consideration is constrained. For the years ended December 31, 2022, 2021 and 2020, the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, was not significant. Contract Liabilities —Contract liabilities consist of deferred revenue and include customer billings in advance of revenues being recognized from subscription contracts and professional services. Deferred revenue that is expected to be recognized during the succeeding twelve-month period is recorded as current, and the remaining portion is recorded as noncurrent and included within other liabilities on the consolidated balance sheets. Costs to Obtain and Fulfill the Contract —The Company defers costs that are considered to be incremental and recoverable costs of obtaining a contract with a customer, including sales commissions. Costs to fulfill contracts are capitalized when such costs are direct and related to implementation activities for hosted software solutions. Capitalized costs to obtain a contract and costs to fulfill a contract are generally amortized over a period between three and five years, which represents the expected period of benefit of these costs and corresponds to the contract period. In instances where the contract term is significantly less than three years, costs to fulfill are amortized over the contract term which the Company believes best reflects the period of benefit of these costs. Cost of Revenues —Cost of revenues is primarily composed of personnel costs, including share-based compensation, and costs of external resources used in the delivery of services to customers, including software configuration, integration services, customer support activities, third party costs related to hosting the Company’s software for its customers, internal support of production infrastructure, IT security costs, depreciation expense, cost of software production, and license and royalty fees paid to third parties. Cost of revenues also includes amortization of internal use software, including capitalized development costs, and amortization of acquired technologies. Research and Development —Research and development expenses consist primarily of personnel-related costs, including share-based compensation, and costs of external development resources involved in the engineering, design and development of new solutions, as well as expenses associated with significant ongoing improvements to existing solutions. Research and development expenses also include costs for certain information technology expenses. Research and development costs, other than software development costs qualifying for capitalization, are expensed as incurred. Selling and Marketing —Selling and marketing expenses consist primarily of personnel-related costs for our sales and marketing functions, including sales commissions and share-based compensation. Additional expenses include advertising costs, marketing costs and event costs, including the Company’s annual industry conference. The Company expenses advertising and other promotional expenditures as incurred. Advertising expenses were $ 1.1 million, $ 1.1 million and $ 1.6 million for the years ended December 31, 2022, 2021 and 2020 , respectively. General and Administrative —General and administrative expenses consist primarily of personnel-related costs, including share-based compensation, for our executive management and administrative employees, including finance and accounting, human resources, information technology, facilities and legal functions. Additional expenses include professional service fees, insurance premiums, and other corporate expenses that are not allocated to the above expense categories. Amortization of Intangible Assets —Amortization of intangible assets consists of the capitalized costs of intangible assets. These intangible assets are amortized on a straight-line basis over their estimated useful lives (see Note 12). Stock-Based Compensation —The Company’s stock-based compensation plans are described in Note 21. The Company accounts for stock-based payment awards based on the grant date fair value. The incremental fair value of modifications to stock-based payment awards is estimated at the date of modification. Stock-based payment awards that are settled in cash are accounted for as liabilities. The Company recognizes stock-based compensation expense for only the portion of awards expected to vest, based on an estimated forfeiture rate. The Company recognizes stock-based compensation expense for time-based awards on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. Stock-based compensation expense for performance-based awards with a market condition is recognized over the estimated service period, regardless of whether the market condition is satisfied. Stock-based compensation expense for performance-based awards with a market condition, when the market condition is a liquidity event or change in control, is not recognized until the performance condition is probable of occurring. The fair value of restricted stock units ("RSUs") with only a time-based vesting component or a performance-based vesting component is determined using the quoted price of our common stock on the date of grant. The fair value of the Company’s stock options with only a time-based component is estimated using the Black-Scholes option pricing model. The fair value of the Company’s performance-based awards with a market condition is estimated using a Monte Carlo simulation model. The assumptions utilized under these methods require judgments and estimates. Stock-based compensation expense related to purchase rights issued under the CCC Intelligent Solutions Holdings Inc. 2021 Employee Stock Purchase Plan ("ESPP") is based on the Black-Scholes option pricing model's fair value of the estimated number of awards as of the beginning of the applicable offering period. Stock-based compensation expense is recognized using the straight-line method over the applicable offering period. Changes in the inputs and assumptions could affect the measurement of the estimated fair value of the related compensation expense of these stock-based payment awards. Accounts Receivable—Net —Accounts receivable, as presented in the consolidated balance sheets, are net of customer sales allowances and doubtful accounts. The Company determines allowances for its sales reserves and doubtful accounts based on specific identification of customer accounts and historical experience to the remaining accounts receivable balance. The Company’s assessment of doubtful accounts includes estimating its expected credit losses based on historical information and adjusted for current conditions and forecasts for the probability of collection from customers. Doubtful accounts are charged to general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). Software, Equipment, and Property—Net —Software, equipment, and property are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the asset’s estimated useful lives, which are as follows: Software, equipment, and property Estimated Useful Life Software and licenses 2 - 5 years Computer equipment 3 years Furniture and other equipment 5 years Database 25 years Building 39 years Leasehold improvements Lesser of the estimated useful life or life of lease Land Indefinite Maintenance and repairs are expensed as incurred. Major betterments are capitalized. Internal Use Software —The Company capitalizes the direct costs incurred in developing or obtaining internal use software, including platform development, infrastructure and tools, as well as certain payroll and payroll-related costs of employees who are directly associated with internal use computer software projects. The amount of capitalized payroll costs with respect to these employees is limited to the time directly spent on such projects. The costs associated with preliminary project stage activities, training, maintenance, and all other post-implementation activities are expensed as incurred. Additionally, the Company expenses internal costs related to minor upgrades and enhancements as it is impractical to separate these costs from normal maintenance activities. Capitalized internal use software costs are recorded within software, equipment, and property on the Company’s consolidated balance sheets. Goodwill and Intangible Assets —Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to an annual impairment test, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. The Company historically has performed its annual impairment assessment of goodwill and indefinite life intangible assets as of September 30 of each year. During 2022, the Company changed the date of its annual impairment assessment to November 30 to align with its annual business planning and budgeting process and to allow the Company to maximize the time and resources required to perform the impairment analysis (see Note 12). Testing goodwill and intangible assets for impairment involves comparing the fair value of the reporting unit or intangible asset to its carrying value. If the carrying amount of a reporting unit or intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to the excess, up to the carrying value of the goodwill or intangible asset. The Company performed the impairment tests for its goodwill and indefinite lived intangible assets for the years ended December 31, 2022, 2021 and 2020 and determined no impairment existed. Long-Lived Assets —Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset or asset group to estimated undiscounted future cash flows expected to be generated by such assets. If the carrying amount of the assets exceeds their estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the assets exceeds their fair value. There were no events or changes in circumstances that indicated the carrying value may not be recoverable and no impairment charges were recognized during the years ended December 31, 2022, 2021 and 2020 . Equity Method Investment —The Company accounts for its 7 % investment in a limited partnership using the equity method of accounting. Under the equity method of accounting, the investee’s accounts are not reflected within the Company’s consolidated balance sheets and consolidated statements of operations and comprehensive income (loss). The Company’s investment is initially recognized at cost and adjusted thereafter for the post acquisition changes in the Company’s share of the investee’s earnings. The Company’s share of the investee’s earnings is reported within other income-net in the Company’s consolidated statements of operations and comprehensive income (loss). Deferred Financing Costs —Deferred financing costs are capitalized and amortized over the life of the underlying financing agreement (see Note 16). 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 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 consolidated statements of operations and comprehensive income (loss). Fair Value of Financial Instruments and Fair Value Measurements —Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value. Level 1 —Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 —Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 —Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Warrant Liability —The Company assumed publicly-traded warrants (“Public Warrants”) and warrants sold in a private placement (“Private Warrants”) upon consummation of the Business Combination. The Company accounts for its Public Warrants and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity , in conjunction with the SEC Division of Corporation Finance’s April 12, 2021 Public Statement, Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs") . The terms of the warrants provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and preclude the warrants from being classified in equity and thus the warrants are classified as a liability. Accordingly, the Company recorded the warrants as long-term liabilities on its consolidated balance sheet at fair value upon the closing of the Business Combination (see Note 3), with subsequent changes in the fair value of the warrants recognized in the consolidated statements of operations and comprehensive income (loss) at each reporting date. In November 2021, the Company announced that it had elected to redeem its outstanding Public Warrants and as of December 31, 2021, there were no Public Warrants outstanding (see Note 22). Prior to redemption, the Public Warrants were publicly traded and thus had an observable market price in an active market and were valued at their trading price as of each reporting date. The Private Warrants are valued using 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 related fair value of the Private Warrants. Income Taxes —Deferred income tax assets and liabilities are recognized for the expected future tax effects of temporary differences between the financial and income tax reporting basis of assets and liabilities using tax rates in effect for the years in which the differences are expected to reverse. Deferred income taxes relate to the timing of recognition of certain revenue and expense items, and the timing of the deductibility of certain reserves and accruals for income tax purposes that differs from the timing for financial reporting purposes. The Company establishes a tax valuation allowance to the extent that it is more likely than not that a deferred tax asset will not be realizable against future taxable income. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation process, based on its technical merits. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. Accrual for Self-Insurance Costs —The Company maintains a self-insured group medical program. The program contains stop loss thresholds with amounts in excess of the self-insured levels fully insured by third-party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends. Leases —Effective January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 2016-02 which created a new topic, ASC 842, Leases . In accordance with ASC 842, the Company, at the inception of the contract, determines whether a contract is or contains a lease. For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. The Company is generally not able to readily determine the implicit rate in the lease and therefore uses the determined incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. Renewal options are not included in the measurement of the right of use assets and lease liabilities unless the Company is reasonably certain to exercise the optional renewal periods. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, certain leases contain incentives, such as construction allowances from landlords. These incentives reduce the right-of-use asset related to the lease. Some of the Company’s leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company has elected the practical expedient to combine lease and non-lease components for all asset categories. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed non-lease component charges. Lease related costs, which are variable rather than fixed, are expensed in the period incurred. The Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. For periods prior to the adoption of ASC 842, the Company recorded rent expense on a straight-line basis over the term of the related lease. The difference between the straight-line rent expense and the payments made in accordance with the operating lease agreements were recognized as a deferred rent liability within other liabilities on the accompanying consolidated balance sheets. Recently Adopted Accounting Pronouncements —Effective January 1, 2022, the Company adopted 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 consolidated financial statements. Effective January 1, 2022, the Company adopted 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 adoption of ASU 2016-13 did not have a material impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements —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. In December 2022, the FASB issued ASU 2022-06 that defers the sunset date for applying the reference rate reform relief in ASC 848 to December 31, 2024. While there has been no material effect to our 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 16). |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 3. BUSINESS COMBINATION On July 30, 2021 ("Closing Date"), 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 other transactions contemplated by the Business Combination Agreement (collectively, 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 (the “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. CCCIS was determined to be the accounting acquirer based on the following predominant factors among others: • the pre-Closing CCCIS stockholders continue to control the Company following the Closing of the Business Combination; • the board of directors and management of the Company following the Business Combination are composed of individuals associated with CCCIS; • CCCIS was the larger entity based on historical operating activity, assets, revenues, and employee base at the time of the Closing of the Transactions; and • the ongoing operations of the Company following the Business Combination comprise those of CCCIS. 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. 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 were 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 22). 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 year ended December 31, 2021. The remaining 1.5 million Company Earnout Shares are reserved for issuance to CCCIS option holders (see Note 21). The Company Earnout Shares are not issued shares and are excluded from the table of common stock outstanding below. The total number of shares of the Company’s common stock outstanding immediately following the Closing was 603,170,380 , comprised as follows: Shares issued to Dragoneer public shareholders and Sponsor 56,615,002 Sponsor Vesting Shares 8,625,000 Shares issued to Legacy CCC shareholders 505,430,378 Shares issued to Forward Purchasers 17,500,000 Shares issued to PIPE Investors 15,000,000 Total shares of common stock outstanding immediately following the Business 603,170,380 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 were 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 and the consolidated statement of mezzanine equity and stockholders’ equity for the year ended December 31, 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 | 12 Months Ended |
Dec. 31, 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 ASC 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. 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. The Company recorded a measurement period adjustment to reflect the facts and circumstances in existence at the acquisition date in December 2022. The adjustment relates to the valuation of the deferred tax liabilities for $0.9 million, with a corresponding increase in goodwill. There were no other significant changes to the preliminary purchase price allocation. The purchase price allocation of estimated fair values was finalized as of December 31, 2022. The following table summarizes the final 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 Total assets acquired 4,950 Liabilities assumed: Current liabilities 147 Deferred tax liabilities 548 Total liabilities assumed 695 Net assets acquired 4,255 Goodwill 28,245 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 we re $ 1.2 million and are included in general and administrative expenses w ithin the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2022. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 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 years ended December 31 (in thousands): Year Ended December 31, 2022 2021 2020 Software subscriptions $ 752,505 $ 662,300 $ 573,608 Other 29,943 25,988 59,455 Total revenues $ 782,448 $ 688,288 $ 633,063 Contract Assets and Liabilities — The balances of the Company’s receivables, contract assets and contract liabilities from contracts with customers are as follows (in thousands): December 31, December 31, December 31, 2022 2021 2020 Accounts receivables-Net of allowances $ 98,353 $ 78,793 $ 74,107 Deferred contract costs 16,556 15,069 11,917 Long-term deferred contract costs 20,161 22,117 14,389 Other assets (accounts receivable, non-current) 16,437 8,622 — Deferred revenues 35,239 31,042 26,514 Other liabilities (deferred revenues, non-current) 1,240 1,574 2,001 Deferred Contract Costs — A summary of the activity impacting the deferred contract costs during the years ended December 31, 2022, 2021 and 2020 is presented below (in thousands): Year Ended December 31, 2022 2021 2020 Balance at beginning of period $ 37,186 $ 26,306 $ 23,270 Costs amortized ( 17,986 ) ( 15,384 ) ( 12,446 ) Additional amounts deferred 17,517 26,264 15,482 Balance at end of period $ 36,717 $ 37,186 $ 26,306 Classified as: Current $ 16,556 $ 15,069 $ 11,917 Non-current 20,161 22,117 14,389 Total deferred contract costs $ 36,717 $ 37,186 $ 26,306 Deferred Revenue — A summary of the activity impacting deferred revenue balances during the years ended December 31, 2022, 2021 and 2020, is presented below (in thousands): Year Ended December 31, 2022 2021 2020 Balance at beginning of period $ 32,616 $ 28,515 $ 26,256 Revenue recognized 1 ( 380,977 ) ( 334,524 ) ( 305,812 ) Additional amounts deferred 1 384,840 338,625 308,071 Balance at end of period $ 36,479 $ 32,616 $ 28,515 Classified as: Current $ 35,239 $ 31,042 $ 26,514 Non-current 1,240 1,574 2,001 Total deferred revenue $ 36,479 $ 32,616 $ 28,515 1 Amounts include total revenue deferred and recognized during each respective period. During the years ended December 31, 2022, 2021 and 2020, $ 31.0 million, $ 26.5 million and $ 25.1 million, respectively, that was included in the deferred revenue balance at the beginning of each period was recognized as revenue. 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 December 31, 2022 , approximately $ 1,365 million of revenue is expected to be recognized from remaining performance obligations with approximately $ 541 million impacting the next twelve months, and approximately $ 824 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. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 December 31, 2022 and 2021, the Company’s Private Warrants are recognized as liabilities and 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 December 31, 2022 and December 31, 2021 was determined using the Black-Scholes option pricing model using the following assumptions: December 31, December 31, 2022 2021 Expected term (in years) 3.6 4.6 Expected volatility 38 % 35 % Expected dividend yield 0 % 0 % Risk-free interest rate 4.15 % 1.20 % The estimated fair value of each Private Warrant using the Company's stock price on the valuation date and the above assumptions was $ 2.05 and $ 3.51 as of December 31, 2022 and 2021, respectively. Contingent Consideration Liability —The contingent consideration liability related to the acquisition of Safekeep (see Note 4), recognized within other liabilities on the consolidated balance sheet, is adjusted each reporting period for changes in fair value, which can result from changes in anticipated payments and changes in the assumed discount rate. 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 used to estimate fair value is based on the Company's estimated cost of debt and was 10 % as of December 31, 2022. During the year ended December 31, 2022, the Company recognized a $0.1 million gain from the change in the estimated fair value of the contingent consideration liability within general and administrative expenses on the consolidated statement of operations and comprehensive income (loss). 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 16). 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 December 31, 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 December 31, 2022 , the interest rate cap agreements had a fair value of $ 12.0 million, classified within other assets in the accompanying consolidated balance sheet. The following table presents the fair value of the assets and liabilities measured at fair value on a recurring basis at December 31, 2022 (in thousands): Fair Value Level 1 Level 2 Level 3 Assets Interest rate cap $ 11,951 $ — $ 11,951 $ — Total Assets $ 11,951 $ — $ 11,951 $ — Liabilities Contingent consideration related to business acquisition $ 100 $ — $ — $ 100 Private warrants 36,405 — 36,405 — Total Liabilities $ 36,505 $ — $ 36,405 $ 100 The following table presents the fair value of the assets and liabilities measured at fair value on a recurring basis at 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 years ended December 31, 2022, 2021 and 2020 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 consolidated balance sheets (in thousands): December 31, 2022 December 31, 2021 Carrying Estimated Carrying Estimated Description Amount Fair Value Amount Fair Value Term B Loan, including current portion $ 790,331 $ 766,260 $ 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 | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. INCOME TAXES The components of pretax income (loss) attributable to domestic and foreign operations are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Domestic $ 54,799 $ ( 261,900 ) $ ( 15,117 ) Foreign ( 4,937 ) ( 13,019 ) ( 6,438 ) Pretax income (loss) $ 49,862 $ ( 274,919 ) $ ( 21,555 ) On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Under ASC 740, Income Taxes , the effects of the new legislation are recognized in the period of enactment. Therefore, the effects of the CARES Act are recognized during the year ended December 31, 2020. The modification to the net interest deduction limitation resulted in a benefit of $ 16.8 million during the year ended December 31, 2020. The other provisions of the CARES Act did not result in a material impact on the Company’s provision for income taxes for the year ended December 31, 2020. Year Ended December 31, 2022 2021 2020 Current provision: Federal $ 37,470 $ 15,263 $ 1,539 State 8,387 5,620 4,906 Total current provision 45,857 20,883 6,445 Deferred provision (benefit): Federal ( 26,570 ) ( 35,284 ) ( 7,536 ) State ( 7,831 ) ( 11,599 ) ( 3,588 ) Foreign 1,054 ( 2,080 ) ( 1,710 ) Change in valuation allowance ( 1,054 ) 2,080 1,710 Total deferred benefit ( 34,401 ) ( 46,883 ) ( 11,124 ) Total income tax provision (benefit) $ 11,456 $ ( 26,000 ) $ ( 4,679 ) The Company’s effective income tax rate differs from the federal statutory rate as follows (in thousands, except percentages): Year Ended December 31, 2022 2021 2020 Federal income tax benefit at statutory rate $ 10,471 21.0 % $ ( 57,733 ) 21.0 % $ ( 4,527 ) 21.0 % Executive compensation 12,508 25.0 25,362 ( 9.2 ) — — Fair value of warrants ( 5,475 ) ( 11.0 ) 13,545 ( 4.9 ) — — Stock-based compensation ( 4,074 ) ( 8.1 ) ( 3,647 ) 1.3 ( 42 ) 0.2 Research and experimental credit ( 3,510 ) ( 7.0 ) ( 2,914 ) 1.1 ( 3,058 ) 14.2 Impact of foreign operations 2,807 5.6 261 ( 0.1 ) 122 ( 0.6 ) Valuation allowance ( 1,054 ) ( 2.1 ) 2,080 ( 0.8 ) 1,572 ( 7.3 ) State and local taxes-net of federal income tax effect 439 0.9 ( 4,723 ) 1.7 288 ( 1.3 ) Other nondeductible expenses 344 0.7 756 ( 0.3 ) 854 ( 4.0 ) Uncertain tax positions ( 303 ) ( 0.6 ) 594 ( 0.2 ) 589 ( 2.7 ) Foreign rate difference ( 182 ) ( 0.4 ) ( 493 ) 0.2 ( 227 ) 1.1 Other—net ( 515 ) ( 1.0 ) 912 ( 0.3 ) ( 250 ) 1.1 Income tax provision (benefit) $ 11,456 23.0 % $ ( 26,000 ) 9.5 % $ ( 4,679 ) 21.7 % The Company made income tax payments of $ 55.7 million, $ 15.2 million and $ 9.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company received refunds from the Internal Revenue Service and various states totaling $ 89 thousand, $ 16 thousand and $ 10.4 million, for the years ended December 31, 2022, 2021 and 2020, respectively. The approximate income tax effect of each type of temporary difference giving rise to deferred income tax assets and liabilities as of December 31, 2022 and 2021 was as follows (in thousands): Year Ended December 31, 2022 2021 Deferred income tax assets: Stock-based compensation $ 37,156 $ 39,135 Operating lease liabilities 14,339 16,301 Accrued compensation 10,962 9,743 Net operating losses—foreign 10,373 11,427 Capitalized R&E—net of amortization 10,221 — Sales allowances and doubtful accounts 1,339 959 Interest expense limitation 673 1,553 Net operating losses—domestic (state) 506 733 Research and experimental credit 386 1,250 Other 826 1,443 Total deferred income tax assets 86,781 82,544 Valuation allowance for deferred tax asset ( 10,373 ) ( 11,427 ) Net deferred income tax assets 76,408 71,117 Deferred income tax liabilities: Intangible asset amortization 282,032 307,654 Software, equipment and property depreciation and amortization 17,628 20,313 Deferred contract costs 9,235 9,456 Operating lease assets 7,604 9,439 Interest rate cap 1,607 — Total deferred income tax liabilities 318,106 346,862 Net deferred income tax liabilities $ 241,698 $ 275,745 Valuation Allowance —The Company has accumulated net operating losses related to its foreign subsidiaries of $ 10.4 million and $ 11.4 million at December 31, 2022 and 2021 , respectively. A valuation allowance equal to 100 % of the related tax benefit has been established as of December 31, 2022 and 2021 . The valuation allowance decreased $ 1.0 million during the year ended December 31, 2022 due to net operating loss expirations of the foreign subsidiaries exceeding the current year net operating losses of the foreign subsidiaries. The valuation allowance increased $ 2.0 million and $ 1.7 million during the years ended December 31, 2021 and 2020, respectively, due to the net operating losses of the foreign subsidiaries. No amounts were released during the years ended December 31, 2022, 2021 and 2020 . The net operating losses are set to expire in 2023 through 2027 as China allows for a five-year carryforward. The state net operating losses of $ 0.5 million are expected to be more likely than not fully utilized. Most states allow for a 20-year carryforward of net operating losses. All losses will expire in 2035 - 2041 if not fully utilized. The change in unrecognized tax benefits excluding interest and penalties for the years ended December 31, 2022 and 2021was as follows (in thousands): 2022 2021 Balance at beginning of year $ 3,722 $ 3,045 Additions based on tax positions related to the current year 797 663 Additions based on adjustments to tax positions related to prior years 105 32 Reductions for tax positions of prior years ( 901 ) ( 18 ) Balance at end of year $ 3,723 $ 3,722 The Company believes its liability for unrecognized tax benefits, excluding interest and penalties, will not significantly change over the following twelve months. However, due to the open statute of limitations within the various jurisdictions in which the Company files tax returns, the amount of any change cannot be reasonably estimated and it is possible there could be significant changes in the amount of unrecognized tax benefits over the following twelve months. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. As of December 31, 2022 and 2021, the amount accrued for interest and penalties was not material. The Company reflects the liability for unrecognized tax benefits as current income tax liabilities in its consolidated balance sheets. The amounts included in “reductions for tax positions of prior years” represent expirations of statutes of limitation and decreases in the unrecognized tax benefits relating to settlements reached with taxing authorities during each year shown. With few US State exceptions, the major jurisdictions subject to examination by the relevant taxing authorities and open tax years, stated as the Company’s fiscal years, are as follows: Jurisdiction Open Tax Years US Federal 2019 - 2021 US States 2019 - 2021 China 2019 - 2021 Canada 2019 - 2021 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | |
Accounts Receivable | 8. ACCOUNTS RECEIVABLE Accounts receivable–Net as of December 31, 2022 and 2021, consists of the following (in thousands): December 31, 2022 2021 Accounts receivable $ 103,692 $ 82,584 Allowance for doubtful accounts and sales reserves ( 5,339 ) ( 3,791 ) Accounts receivable–Net $ 98,353 $ 78,793 Changes to the allowance for doubtful accounts and sales reserves during the years ended December 31, 2022, 2021 and 2020, consists of the following (in thousands): Year Ended December 31, 2022 2021 2020 Balance at beginning of period $ 3,791 $ 4,224 $ 3,970 Charges to bad debt and sales reserves 4,262 3,634 3,814 Write-offs, net ( 2,714 ) ( 4,067 ) ( 3,560 ) Balance at end of period $ 5,339 $ 3,791 $ 4,224 |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense And Other Assets Current [Line Items] | |
Other Current Assets | 9. OTHER CURRENT ASSETS Other current assets as of December 31, 2022 and 2021, consists of the following (in thousands): December 31, 2022 2021 Prepaid software and equipment maintenance $ 7,638 $ 7,593 Prepaid SaaS costs 7,423 5,909 Prepaid service fees 5,268 8,623 Prepaid insurance 4,062 4,416 Non-trade receivables 690 8,321 Other 11,277 11,319 Total $ 36,358 $ 46,181 |
Software, Equipment, And Proper
Software, Equipment, And Property | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Software, Equipment, And Property | 10. SOFTWARE, EQUIPMENT, AND PROPERTY Software, equipment, and property as of December 31, 2022 and 2021, consists of the following (in thousands): December 31, 2022 2021 Software, licenses and database $ 175,616 $ 140,692 Computer equipment 33,043 31,635 Leasehold improvements 30,430 34,880 Building and land 4,910 4,910 Furniture and other equipment 1,478 5,343 Total software, equipment, and property 245,477 217,460 Less accumulated depreciation and amortization ( 99,034 ) ( 81,615 ) Net software, equipment, and property $ 146,443 $ 135,845 Depreciation and amortization expense related to software, equipment, and property was $ 27.9 million, $ 24.5 million and $ 17.7 million for the years ended December 31, 2022, 2021 and 2020 , respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 11. LEASES The Company adopted ASC 842 on January 1, 2021 using the modified retrospective transition method. Due to the adoption of ASC 842, the Company recognized operating right-of-use assets and operating lease liabilities of $ 47.1 million and $ 53.0 million, respectively, as of the date of adoption. Results for reporting periods prior to adoption are presented under ASC 840 as it was the accounting standard in effect for such periods. 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. Operating lease costs are included within cost of revenues, exclusive of amortization of acquired technologies, research and development and general and administrative expenses on the consolidated statements of operations and comprehensive income (loss). The Company does not have any finance leases. In December 2022, the Company terminated a corporate office lease which otherwise would have expired in March 2026. In connection with the lease termination, the Company agreed to a termination fee in the amount of $ 3.8 million, which released the Company from all future minimum lease payments and variable leases costs related to this facility. As of the termination date, the Company derecognized the operating lease asset and operating lease liability and recognized a loss on lease termination of $ 3.1 million, included within general and administrative expenses in the consolidated statement of operations and comprehensive income (loss). The components of lease expense for the years ended December 31, 2022 and 2021 were as follows (in thousands): December 31, 2022 2021 Operating lease costs $ 12,390 $ 16,386 Variable lease costs 2,319 2,110 Total lease costs $ 14,709 $ 18,496 The $ 3.1 million loss on lease termination is included in operating lease costs for the year ended December 31, 2022. Under ASC 840, rent expense was $ 9.7 million during the year ended December 31, 2020. The lease term and discount rate consisted of the following as of December 31, 2022 and 2021: December 31, 2022 2021 Weighted-average remaining lease term (years) 13.6 12.9 Weighted-average discount rate 6.4 % 6.3 % Supplemental cash flow and other information related to leases for the years ended December 31, 2022 and 2021 were as follows (in thousands): December 31, 2022 2021 Cash payments for operating leases $ 11,933 $ 11,403 Operating lease assets obtained in exchange for lease liabilities 2,825 2,876 The $ 3.8 million lease termination fee is included in the cash payments for operating leases for the year ended December 31, 2022. The table below reconciles the undiscounted future minimum lease payments (in thousands) under noncancelable operating leases with terms of more than one year to the total operating lease liabilities recognized on the consolidated balance sheet as of December 31, 2022 . Years Ending December 31: 2023 $ 5,737 2024 7,030 2025 7,204 2026 7,243 2027 5,438 Thereafter 57,491 Total lease payments 90,143 Less: Interest ( 30,414 ) Total $ 59,729 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intagible Assets | 12. GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets are primarily the result of business acquisitions. The Company historically has performed its annual impairment assessment of goodwill and indefinite life intangible assets as of September 30 of each year. During 2022, the Company changed the date of its annual impairment assessment to November 30 to align with its annual business planning and budgeting process and to allow the Company to maximize the time and resources required to perform the impairment analysis. This change does not result in a delay, acceleration, or avoidance of an impairment charge. This change has been applied prospectively as retrospective application is deemed impracticable due to the inability to objectively determine the assumptions and significant estimates used in earlier periods without the benefit of hindsight. Accordingly, the annual impairment assessment was performed as of September 30, 2022 and November 30, 2022. For the years ended December 31, 2022, 2021 and 2020 the annual impairment assessment indicated no impairment and there was no change to the carrying amount of goodwill or indefinite life intangible assets due to impairment. Based on the impairment assessments performed during the year ended December 31, 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 China reporting unit'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. The following table presents the gross amount, accumulated impairment loss, and carrying amount of goodwill as of December 31, 2022 and 2021 (in thousands): Accumulated Carrying Gross Amount Impairment Loss Carrying Amount Balance as of December 31, 2022 $ 1,520,926 $ ( 25,797 ) $ 1,495,129 Balance as of December 31, 2021 1,492,681 ( 25,797 ) 1,466,884 The accumulated impairment loss was recognized during the year ended December 31, 2019. Changes in the carrying amount of goodwill were as follows during the year ended December 31, 2022 (in thousands): Carrying Amount Balance as of December 31, 2021 $ 1,466,884 Acquisition of Safekeep, Inc. 28,245 Balance as of December 30, 2022 $ 1,495,129 There was no change to the carrying amount of goodwill during the years ended December 31, 2021 and 2020. 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 December 31, 2022, is reflected below (in thousands): Weighted- Average Estimated Remaining Gross Net Useful Life Useful Life Carrying Accumulated Carrying (Years) (Years) Amount Amortization Amount Intangible assets: Customer relationships 16 – 18 12.3 $ 1,299,750 $ ( 410,095 ) $ 889,655 Acquired technologies 3 – 7 1.8 187,950 ( 149,256 ) 38,694 Subtotal 1,487,700 ( 559,351 ) 928,349 Trademarks—indefinite life 190,470 — 190,470 Total intangible assets $ 1,678,170 $ ( 559,351 ) $ 1,118,819 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 Intangible assets: 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 $ 99.2 million, $ 98.7 million and $ 98.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. Future amortization expense for each of the next five years and thereafter for intangible assets as of December 31, 2022, is as follows (in thousands): Years Ending December 31: 2023 $ 99,003 2024 81,417 2025 72,949 2026 72,949 2027 72,949 Thereafter 529,082 Total $ 928,349 |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |
Equity Method Investment | 13. EQUITY METHOD INVESTMENT In June 2021, the Company completed an investment in a limited partnership (the “Investee”), which is affiliated with one of the Company’s principal equity owners. The Company invested $ 10.2 million, including related fees and expenses, for an approximate 7 % interest of the Investee. The change in the carrying value of the investment during the year ended December 31, 2022 and 2021is summarized below as follows (in thousands): Equity method investment carrying value at December 31, 2020 $ — Cash contributions 10,228 Share of net income (loss) from the Investee — Equity method investment carrying value at December 31, 2021 10,228 Share of net income (loss) from the Investee — Equity method investment carrying value at December 31, 2022 $ 10,228 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 14. ACCRUED EXPENSES Accrued expenses as of December 31, 2022 and 2021, consist of the following (in thousands): December 31, 2022 2021 Compensation $ 53,530 $ 49,510 Royalties and licenses 3,832 2,640 Software license agreements 3,243 3,265 Sales tax 2,615 2,296 Employee insurance benefits 2,749 2,443 Professional services 1,877 2,371 Other 3,599 4,166 Total $ 71,445 $ 66,691 |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 15. OTHER LIABILITIES Other liabilities as of December 31, 2022 and 2021, consist of the following (in thousands): December 31, 2022 2021 Software license agreements $ 1,208 $ 4,211 Deferred revenue-non-current 1,240 1,574 Contingent consideration 100 — Other 110 — Total $ 2,658 $ 5,785 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 16. 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 replaces 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 and cash on hand were used to repay all outstanding borrowings under the First Lien Credit Agreement. The repayment of outstanding borrowings under the First Lien Credit Agreement was determined to be a debt extinguishment and the Company recognized a $ 9.2 million loss on early extinguishment of debt in the consolidated statement of operations and comprehensive income (loss) during the year ended December 31, 2021. 2021 Credit Agreement —The 2021 Credit Agreement consists of an $ 800.0 million term loan (the “Term B Loan”) and a revolving credit facility for an aggregate principal amount of $ 250.0 million (the “2021 Revolving Credit Facility” and together with the Term B Loan, the "2021 Credit Facilities"). 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. The Company incurred $ 9.8 million in financing costs related to the Term B Loan, recorded to a contra debt account. The Company incurred $ 3.1 million in financing costs related to the 2021 Revolving Credit Facility, recorded as deferred financing fees. The financing costs are being amortized to interest expense over the term of the Term B Loan and 2021 Revolving Credit Facility using the effective interest method. 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 fiscal year ended December 31, 2022, if the Company's leverage ratio, as defined in the 2021 Credit Agreement is greater than 3.5, 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 December 31, 2022, the Company's leverage ratio did not exceed the 3.5 threshold and the Company was not subject to the annual excess cash flow calculation, and as such, no t required to make a prepayment of principal. The Company was not subject to the annual excess cash flow calculation as of December 31, 2021. As of December 31, 2022 and 2021 , the amount outstanding on the Term B Loan is $ 792.0 million and $ 800.0 million, respectively, of which $8.0 million is classified as current in the accompanying consolidated balance sheets. Borrowings under the 2021 Credit Facilities 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 Agreement. The interest rate per annum applicable to the loans under the 2021 Credit Facilities is based on a fluctuating rate of interest equal to the sum of an applicable rate and, at the Company’s election from time to time, either: (1) a base rate determined by reference to the highest of (a) the rate last quoted by the Wall Street Journal as the “prime rate,” (b) the federal funds effective rate plus 0.50 %, (c) one-month LIBOR plus 1.00 % and (d) with respect to the Term B Loan, 1.50 % and with respect to the 2021 Revolving Credit Facility, 1.00 %, or (2) a Eurocurrency rate determined by reference to LIBOR (other than with respect to Euros, Euribor and with respect to British Pounds Sterling, SONIA) with a term as selected by the Company, of one, three or six months (subject to (x) in the case of term loans, a 0.50 % per annum floor and (y) in the case of revolving loans, a 0.00 % per annum floor). A quarterly commitment fee of up to 0.50 % is payable on the unused portion of the 2021 Revolving Credit Facility. The 2021 Revolving Credit Facility matures on September 21, 2026 . During the years ended December 31, 2022 and 2021, the weighted-average interest rate on the outstanding borrowings under the Term B Loan was 4.2 % and 3.0 %, respectively. The Company made Term B Loan interest payments of $ 33.5 million and $ 6.7 million during the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2021, the Company issued a standby letter of credit for $ 0.7 million which reduces the amount available to be borrowed under the 2021 Revolving Credit Facility and at December 31, 2022 and 2021, $ 249.3 million was available to be borrowed. Borrowings under the 2021 Credit Agreement are guaranteed by Cypress Holdings Intermediate Holdings II, Inc., and certain of its US subsidiaries by a perfected first priority lien on the stock of CCC Intelligent Solutions Inc., and substantially all of its assets, subject to various limitations and exceptions. The 2021 Credit Agreement contains representations and warranties, and affirmative and negative covenants, that among other things, restrict, subject to certain exceptions, our ability to: incur additional indebtedness, incur liens, engage in mergers, consolidations, liquidations or dissolutions; pay dividends and distributions on, or redeem, repurchase or retire our capital stock; and make certain investments, acquisitions, loans, or advances. In addition, beginning with the fiscal quarter 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 . Borrowings under the 2021 Revolving Credit Facility did not exceed 35% of the aggregate commitments and the Company was not subject to the leverage test during the year ended December 31, 2022. First Lien Credit Agreement —In April 2017, the Company entered into the First Lien Credit Agreement. The First Lien Credit Agreement initially consisted of a $ 1.0 billion term loan (“First Lien Term Loan”), a $ 65.0 million dollar revolving credit facility (“Dollar Revolver”), and a $ 35.0 million multicurrency revolving credit facility (“Multicurrency Revolver” and together with the Dollar Revolver, 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 (“2020 Refinancing”) and entered into the First Amendment to the First Lien Credit Agreement (“First Lien Amendment”). The First Lien Amendment provided an incremental term loan, amended the amount of commitments and the maturity dates of the First Lien Credit Agreement’s revolving credit facilities. The proceeds of the incremental term loan were used to repay all outstanding borrowings under the Second Lien Credit Agreement (“Second Lien Credit Agreement”). The repayment of outstanding borrowings under the Second Lien Credit Agreement was determined to be a debt extinguishment and the Company recognized an $ 8.6 million loss on early extinguishment of debt in the consolidated statements of operations and comprehensive income (loss) during the year ended December 31, 2020. 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 and extended the maturity dates of the First Lien Credit Agreement's revolving credit facilities. 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 unamortized costs at the time of extinguishment of the First Lien Credit Agreement were recognized as a loss on early extinguishment of debt in the consolidated statement operations and comprehensive income (loss) during the year ended December 31, 2021. 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 from 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. The prepayments of outstanding borrowings under the First Lien Credit Agreement were determined to be debt extinguishments and the Company recognized a loss on early extinguishment of debt of $ 15.2 million in the consolidated statement of operations and comprehensive income (loss) during the year ended December 31, 2021. 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 years ended December 31, 2021 and 2020, the weighted-average interest rate on the outstanding borrowings under the First Lien Term Loan was 4.1 % and 4.2 %, respectively. The Company made interest payments of $ 36.1 million and $ 53.6 million during the years ended December 31, 2021 and 2020, respectively. In March 2020, the Company borrowed $ 65.0 million on its First Lien Revolvers. The borrowings were fully repaid in June 2020 and there were no outstanding borrowings on the First Lien Revolvers as of December 31, 2021. Borrowings under the First Lien Credit Agreement were guaranteed by Cypress Holdings Intermediate Holdings II, Inc., and certain of its US subsidiaries by a perfected first priority lien on the stock of CCC Intelligent Solutions Inc. and substantially all of its assets, subject to various limitations and exceptions. The First Lien Credit Agreement contained representations and warranties, and affirmative and negative covenants, that among other things, restricted, subject to certain exceptions, our ability to: incur additional indebtedness, incur liens, engage in mergers, consolidations, liquidations or dissolutions; pay dividends and distributions on, or redeem, repurchase or retire our capital stock; and make certain investments, acquisitions, loans, or advances. In addition, the terms of the First Lien Credit Agreement included a financial covenant which required that, at the end of each fiscal quarter, if the aggregate amount of borrowings under the First Lien Revolvers over the prior four fiscal quarters exceeded 35 % of the aggregate commitments under those revolving credit facilities, the Company’s leverage ratio could not exceed 8.30 to 1.00 . The Company was in compliance with its financial covenant as of the quarter ended March 31, 2020. Borrowings under the First Lien Revolvers did not exceed 35% of the aggregate commitments and the Company was not subject to the leverage test during the year ended December 31, 2021. Second Lien Credit Agreement —In April 2017, the Company entered into the Second Lien Credit Agreement. The Second Lien Credit Agreement consisted of a $ 375.0 million term loan (“Second Lien Term Loan”). The Company received proceeds of $ 372.2 million, net of discount of $ 2.8 million. The discount was recorded to a contra debt account and was being amortized to interest expense over the life of the Second Lien Term Loan using the effective interest method. At the time of the 2020 Refinancing, the debt discount was written off to loss on early extinguishment of debt. The Company incurred $ 8.9 million in financing costs related to the Second Lien Credit Agreement. These costs were recorded to a contra debt account and were being amortized to interest expense over the term of the Second Lien Term Loan using the effective interest method. At the time of the 2020 Refinancing, there were $ 6.6 million of unamortized financing costs which were written off to loss on early extinguishment of debt. The Second Lien Term Loan required no principal payments and all outstanding principal was scheduled to be due upon maturity on April 25, 2025. Amounts outstanding under the Second Lien Term Loan bore interest at a variable rate of LIBOR, plus 6.75 %. During the year ended December 31, 2020 the weighted-average interest rate on the Second Lien Term Loan was 8.6 %. The Company made interest payments of $ 4.0 million during the year ended December 31, 2020. Long-term debt as December 31, 2022 and 2021, consists of the following (in thousands): December 31, 2022 2021 Term B Loan $ 792,000 $ 800,000 Term B Loan—discount ( 1,669 ) ( 1,926 ) Term B Loan—deferred financing fees ( 8,199 ) ( 9,464 ) Term B Loan—net of discount and fees 782,132 788,610 Less: Current portion ( 8,000 ) ( 8,000 ) Total long-term debt—net of current portion $ 774,132 $ 780,610 The table below is a roll forward of the Company's contra debt deferred financing fees and discount and deferred financing fees asset balances (in thousands): Deferred Discount— Financing Contra Fees Debt Balance—December 31, 2020 $ 16,134 $ 2,788 Fees written off of due to early extinguishment of debt ( 12,982 ) ( 2,258 ) Payment of fees and discount 12,893 2,000 Amortization of fees and discount ( 3,682 ) ( 604 ) Balance—December 31, 2021 12,363 1,926 Amortization of fees and discount ( 1,878 ) ( 257 ) Balance—December 31, 2022 $ 10,485 $ 1,669 As of December 31, 2022 and 2021, the deferred financing fees asset balance include d $ 2.3 million and $ 2.9 m illion in relation to the 2021 Revolving Credit Facility. Scheduled Payments for Debt —Principal amounts due in each of the next five years and thereafter, as of December 31, 2022, are as follows (in thousands): Years Ending December 31: 2023 $ 8,000 2024 8,000 2025 8,000 2026 8,000 2027 8,000 Thereafter 752,000 Total $ 792,000 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 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 December 31, 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 December 31, 2022, the interest rate cap agreements had a fair value of $ 12.0 million, classified within other assets in the accompanying consolidated balance sheet. 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. On September 21, 2021, the Company made an aggregate payment of $ 10.0 million to extinguish the Swap Agreements that were scheduled to expire in June 2022 . |
Long-Term Licensing Agreement
Long-Term Licensing Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Contractors [Abstract] | |
Long-Term Licensing Agreement | 17. LONG-TERM LICENSING AGREEMENT During 2018, the Company entered into a licensing agreement with a third party to obtain a perpetual software license (“Licensing Agreement”) for a database structure, tools, and historical data used within the Company’s software. The Company has included the present value of the future payments required as a long-term licensing agreement within the accompanying consolidated balance sheets. The present value of the future payments was computed using an effective annual interest rate of 6.25 %, and the Licensing Agreement requires the Company to make quarterly principal and interest installment payments of approximately $ 1.2 million through December 2031. The present value of the future cash flows upon execution of the agreement was $ 45.6 million, which included an original discount of $ 23.2 million. At December 31, 2022, the remaining liability, net of the dis count was $ 33.6 million, with $ 2.9 million classified as current. At December 31, 2021 , the remaining liability, net of the discount was $ 36.3 million, with $ 2.7 million classified as current. The discount was recorded to a contra liability account and is being amortized to interest expense over the term of the agreement using the effective interest method. During the years ended December 31, 2022, 2021 and 2020 , the Company recognized $ 2.2 million, $ 2.4 million and $ 2.5 million, respectively, in interest expense related to the Licensing Agreement. The unamortized discount as of December 31, 2022 and 2021 was $ 10.6 million and $ 12.8 million, respectively. Principal amounts due in each of the next five years and thereafter for the Licensing Agreement as of December 31, 2022, are as follows (in thousands): Years Ending December 31: 2023 $ 2,876 2024 3,061 2025 3,257 2026 3,466 2027 3,689 Thereafter 17,279 Total $ 33,628 |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | |
Redeemable Non-Controlling Interest | 18. REDEEMABLE NON-CONTROLLING INTEREST On March 12, 2020 (the “Close Date”), the Company closed a stock purchase agreement (the “Stock Purchase Agreement”) with a third-party investor (the “Investor”) for purchase by the Investor of Series A Preferred Stock in CCCIS Cayman Holdings Limited (“CCC Cayman”), the parent of the Company’s China operations. On the Close Date, CCC Cayman, a subsidiary of the Company, issued 1,818 shares of Series A Preferred Stock (the “Preferred Shares”) at $ 7,854 per share to the Investor for net proceeds of $ 14.2 million. As of the Close Date, on an as-converted basis, the Preferred Shares represented an aggregate 10.7 % initial ownership interest of the issued and outstanding capital stock of CCC Cayman, or 9.1 % on a fully-diluted basis if all shares reserved for issuance under the Company’s CCC Cayman employee incentive plan were issued and outstandi ng. As of December 31, 2022, on an as-converted basis, the Preferred Shares represent an aggregate 10.0 % initial ownership interest of the issued and outstanding capital stock of CCC Cayman, or 8.6 % on a fully-diluted basis. The Preferred Shares are entitled to non-cumulative dividends at an annual rate of 8.0 %, when and if declared. At the option of the Investor, the Preferred Shares are convertible into ordinary shares of CCC Cayman, initially on a one-for-one basis but subject to potential adjustment, as defined by the Stock Purchase Agreement, at any time, or automatically upon the closing of an initial public offering. The Preferred Shares are redeemable upon an actual or deemed redemption event as defined in the Stock Purchase Agreement or at the option of the Investor beginning on the five-year anniversary of the Close Date, if an actual or deemed redemption event has not yet occurred. The redemption price, as defined by the Stock Purchase Agreement, is equal to the original issue price of the Preferred Shares, plus 10.0 % compound interest per annum on the Preferred Share issue price, plus any declared but unpaid dividends on the Preferred Shares. The Preferred Shares are entitled to distributions upon the occurrence of a sale or liquidation of CCC Cayman representing an amount that is equal to the original issue price of the Preferred Shares, plus 10.0% compound interest per annum on the Preferred Share issue price, plus any declared but unpaid dividends. The Preferred Shares do not participate in net income or losses. As of December 31, 2022 and 2021, the Investor’s ownership in CCC Cayman is classified in mezzanine equity as a redeemable non-controlling interest, because it is redeemable on an event that is not solely in the control of the Company. The Investor’s non-controlling interest is not remeasured to fair value because it is currently not probable that the non-controlling interest will become redeemable. If the Investor’s non-controlling interest becomes probable of being redeemable, the Company will be required to remeasure the non-controlling interest at fair value with changes in the carrying value recognized in additional paid-in capital. At December 31, 2022 and 2021, the carrying value of the redeemable non-controlling interest wa s $ 14.2 million. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2022 | |
Class of Stock [Line Items] | |
Capital Stock | 19. CAPITAL STOCK The consolidated statements of mezzanine equity and stockholders’ equity reflect the Business Combination as of the Closing Date (see Note 3). As CCCIS was determined to be the accounting acquirer in the Business Combination, all periods prior to the Closing Date reflect the balances and activity of CCCIS. The balances, share activity and per share amounts prior to the Closing Date were retroactively adjusted, where applicable, using the Exchange Ratio of the Business Combination. 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 December 31, 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 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 we re 622,072,905 and 609,768,296 shares of common stock issued and outstanding as of December 31, 2022 and 2021, respectively. Capital Stock Activity Prior to the Business Combination Dividends —In July 2021, the board of directors of CCCIS declared a cash dividend on 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 common stock. The aggregate cash dividend of $ 134.5 million was paid on March 17, 2021. In connection with the dividends paid in March 2021 and August 2021, certain CCCIS option holders received a strike price reduction of $ 66.40 per option to compensate for a reduction in the fair value of the underlying shares. The strike price reduction did not result in any incremental fair value and thus no additional stock-based compensation expense was recognized and the aggregate payment to the option holders of $ 9.0 million was recorded as a deemed distribution. Share Issuances —In February 2021, CCCIS issued 883,729 shares of common stock to an executive and recorded stock-based compensation expense of $ 8.0 million, equal to the fair value of the common shares at the time of issuance. In January 2021, CCCIS issued 110,679 shares of common stock to a board member for aggregate cash proceeds of $ 1.0 million, equal to the fair value of the common shares at the time of issuance. In February 2020, CCCIS issued 340,551 shares of common stock to an executive and recorded stock-based compensation expense of $ 1.6 million, equal to the fair value of the common stock at the time of issuance. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans | 20. EMPLOYEE BENEFIT PLANS The Company sponsors a tax-qualified defined contribution savings and investment plan, CCC 401(k) Retirement Savings and Investment Plan (the “Savings Plan”). Participation in the Savings Plan is voluntary with substantially all domestic employees eligible to participate. Expenses related to the Savings Plan consist primarily of the Company’s contributions that are based on percentages of employees’ contributions. The defined contribution expense for the years ended December 31, 2022, 2021 and 2020 was $ 6.1 million, $ 5.3 million and $ 4.6 million, respectively. |
Stock Incentive Plans
Stock Incentive Plans | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock Incentive Plans | 21. STOCK INCENTIVE PLANS In connection with the Closing of the Business Combination, the CCC Intelligent Solutions Holdings Inc. 2021 Incentive Equity Plan (the "2021 Plan") was adopted and approved by the Company's board of directors and stockholders. The purpose of the 2021 Plan is to enable the Company to attract, retain, and motivate employees, consultants, and independent members of the board of directors of the Company and its subsidiaries by allowing them to become owners of common stock enabling them to benefit directly from the growth, development, and financial successes of the Company. 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. All stock-based award activity prior to the closing of the Business Combination on July 30, 2021 has been retroactively restated to reflect the Exchange Ratio. Awards granted under the 2017 Plan and the Phantom Plan either had time-based vesting or performance-based vesting with a market condition. Options expire on the tenth anniversary of the grant date. Awards granted under the Phantom Plan were settled in cash and thus accounted for as liability awards. During 2021, 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. As such, at the time of such modification, the Company 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. The total number of shares of common stock that will be reserved and that may be issued under the 2021 Plan will automatically increase on the first day of each fiscal year, beginning with fiscal year 2022, by a number of shares equal to 5.0 % of the total number of shares of common stock outstanding on the last day of the prior fiscal year or such lesser amount as determined by the board of directors. For the year ended December 31, 2022, the board of directors elected not to increase the number of shares of common stock reserved under the 2021 Plan. The following table summarizes the shares of common stock reserved for future issuance under the 2021 Plan as of December 31, 2022 and 2021: December 31, 2022 2021 Stock options outstanding 45,249,260 55,644,495 Restricted stock units outstanding 31,288,688 18,558,211 Restricted stock units available for future grant 57,946,089 72,175,815 Reserved for ESPP 5,622,825 6,031,704 Common stock reserved for future issuance 140,106,862 152,410,225 Restricted Stock Units —RSUs are convertible into shares of the Company’s common stock upon vesting. The grant date fair value of each RSU with time-based vesting and performance-based vesting is determined using the fair value of the underlying common stock on the date of grant. The grant date fair value of each performance-based RSU with a market condition is estimated on the date of grant using the Monte Carlo simulation model. Stock-based compensation for RSUs with time-based vesting is recognized on a straight-line basis over the requisite service period for the number of RSUs that are probable of vesting. Stock-based compensation for performance-based RSUs or performance-based RSUs with a market condition is recognized on a straight-line basis over the performance period based on the number of RSUs that are probable of vesting. The table below summarizes the RSU activity for the years ended December 31, 2022 and 2021: Weighted- Average Shares Fair Value Non-vested RSUs—December 31, 2020 — $ — Granted 18,677,411 10.74 Canceled ( 119,200 ) 11.59 Non-vested RSUs—December 31, 2021 18,558,211 10.74 Granted 16,426,878 10.07 Vested ( 2,324,324 ) 11.22 Canceled ( 1,372,077 ) 10.93 Non-vested RSUs—December 31, 2022 31,288,688 $ 10.34 During the year ended December 31, 2022 , the Company granted 16,426,878 RSUs, of which 14,859,033 have time-based vesting requirements, 783,949 have performance-based vesting requirements and 783,896 have performance-based with a market condition vesting requirements. D uring the year ended December 31, 2021, the Company granted 18,677,411 RSUs, of which 7,730,019 have time-based vesting requirements, 5,473,701 have performance-based vesting requirements and 5,473,691 have performance-based with a market condition vesting requirements. The valuation of the performance-based RSUs with a market condition granted during the years ended December 31, 2022 and 2021 was determined using a Monte Carlo Simulation model using the following assumptions: 2022 2021 Expected term (in years) 2.8 2.2 Expected volatility 35 % 35 % Expected dividend yield 0 % 0 % Risk-free interest rate 2.28 % 0.51 % The key assumptions used in the Company's fair value estimates include the following: Expected Term—The expected term represents the period that the stock-based awards are expected to be outstanding. The Company uses the simplified method to determine the expected term for its option grants. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the stock options. The Company uses the simplified method to determine its expected term because of its limited history of stock option exercise activity. Expected Volatility—The Company has limited trading history of its common stock and the expected volatility was estimated based on the average volatility for comparable publicly traded companies over a period equal to the expected term of the stock option grants. Expected Dividend—Historically, the Company has not paid regular dividends on its common stock and has no plans to pay dividends on common stock on a regular basis. The Company does not have a dividend policy. Therefore, the Company used an expected dividend yield of zero. Risk-Free Interest Rate—The risk-free interest rate is based on the US Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of awards. The Company used a pre-vesting forfeiture rate to estimate the number of options that are expected to vest that was based on the Company’s historical turnover rate. Stock Options — The table below summarizes the option activity for the years ended December 31, 2022, 2021 and 2020 : Weighted- Weighted-Average Average Remaining Aggregate Exercise Contractual Life Intrinsic Value Shares Price (in years) (in thousands) Options outstanding—December 31, 2019 52,720,652 $ 2.91 7.7 $ 88,271 Granted 4,210,228 4.58 Exercised ( 476,090 ) 2.85 Forfeited and canceled ( 884,751 ) 3.02 Options outstanding—December 31, 2020 55,570,039 3.03 6.9 337,358 Granted 2,822,484 8.58 Exercised ( 1,924,063 ) 2.70 Forfeited and canceled ( 823,965 ) 3.66 Options outstanding—December 31, 2021 55,644,495 2.95 6.0 469,591 Exercised ( 10,081,164 ) 2.74 Forfeited and canceled ( 314,071 ) 4.46 Options outstanding—December 31, 2022 45,249,260 $ 2.99 4.9 $ 258,470 Options exercisable—December 31, 2022 41,637,338 $ 2.74 4.7 $ 248,307 Options vested and expected to vest—December 31, 2022 45,042,410 $ 2.97 4.9 $ 257,911 The weighted-average grant-date fair value for time-based options granted during the years ended December 31, 2021 and 2020 was $ 3.67 and $ 1.83 , respectively. The weighted-average grant-date fair value for performance-based options with a market condition granted during the years ended December 31, 2022 and 2021 was $ 0.88 . The fair value of the options that vested during the year ended December 31, 2022 was $ 8.8 million. During the year ended December 31, 2022 , the Company issued 10,074,354 shares of common stock upon exercise of 10,081,164 stock options. As part of cashless exercises, 6,810 shares were applied to the exercise price and tax obligations of the option holders. During the year ended December 31, 2021 , the Company issued 1,922,019 shares of common stock upon exercise of 1,924,063 stock options. As part of cashless exercises, 2,044 shares were applied to the exercise price and tax obligations of the option holders. During the year ended December 31, 2021, prior to the Business Combination, the Company granted 2,822,484 stock options, of which 2,754,374 have time-based vesting and 68,110 have performance-based with a market condition vesting. The exercise price of all stock options granted during the year ended December 31, 2021 was equal to the fair value of the underlying shares at the grant date. During the year ended December 31, 2020 , the Company issued 330,675 shares of common stock upon exercise of 476,090 stock options. As part of cashless exercises, 145,415 shares were applied to the exercise price and tax obligations of the option holders. The valuation of time-based stock options granted during the year ended December 31, 2021 and 2020 was determined using the Black-Scholes option valuation model using the following assumptions: 2021 2020 Expected term (in years) 6.5 6.5 Expected volatility 40 % 40 % Expected dividend yield 0 % 0 % Risk-free interest rate 0.62 - 0.67 % 0.39 - 0.45 % For performance-based options with a market condition, the market condition is required to be considered when calculating the grant date fair value. In order to reflect the substantive characteristics of the performance-based options with a market condition, a Monte Carlo simulation valuation model was used to calculate the grant date fair value of such stock options. Monte Carlo approaches are a class of computational algorithms that rely on repeated random sampling to compute their results. This approach allows the calculation of the fair value of such stock options based on a number of possible scenarios. Stock-based compensation expense for the performance-based options with a market condition is not recognized until the performance condition is probable of occurring. The valuation of the performance-based options with a market condition granted during the years ended December 31, 2021 and 2020 was determined through the Monte Carlo simulation model using the following assumptions: 2021 2020 Expected term (in years) 5.5 5.5 Expected volatility 33 % 33 % Expected dividend yield 0 % 0 % Risk-free interest rate 0.44 % 0.44 % Cayman Equity Incentive Plan —During the year ended December 31, 2022, the Company adopted the CCCIS Cayman Holdings Employees Equity Incentive Plans (“Cayman Incentive Plans”), which provide for the issuance of stock option awards in CCC Cayman (“Cayman Awards”) to eligible employees of the Company's China subsidiaries. Pursuant to the Cayman Incentive Plans, the number of Cayman Shares that may be subject to stock incentives is not to exceed 3,000,000 in the aggregate. Awards under the Cayman Incentive Plans are settled in cash and thus accounted for as liability awards. Awards granted under the Cayman Incentive Plans have time-based vesting and expire on the tenth anniversary of the grant date. The Company records stock-based compensation expense on a straight-line basis over the vesting period. Time-based awards generally vest ratably over a four-year period based on continued service. Vesting of the time-based awards can be accelerated in certain circumstances, such as an initial public offering, as defined in the Cayman Incentive Plans. During the year ended December 31, 2022, the Company granted 1,303,000 stock options under the Cayman Incentive Plans. The exercise price of the optio ns granted is equal to the fair value of the underlying shares at the grant date. As of December 31, 2022, 1,303,000 are outstanding, no ne of which are exercisable. The Company is recognizing stock-based compensation expense related to the options granted during the year ended December 2022 based on the Black-Scholes option pricing model using the following assumptions: Expected term (in years) 6.25 Expected volatility 40 % Expected dividend yield 0 % Risk-free interest rate 3.5 % Employee Stock Purchase Plan —In October 2021, the Company’s Board of Directors adopted the ESPP. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended. Under the ESPP, employee purchases occur at the end of discrete offering periods. The first offering period began on January 1, 2022 and ended on June 30, 2022. Subsequent six-month offering periods begin on July 1 and January 1 (or such other date determined by the board of directors). Under the ESPP, eligible employees can acquire shares of the Company’s common stock by accumulating funds through payroll deductions. Employees generally are eligible to participate in the ESPP if they are a U.S. employee and are employed for at least 20 hours per week. The Company may impose additional restrictions on eligibility. Eligible employees can select a rate of payroll deduction between 1 % and 15 % of their compensation. The purchase price for shares of common stock purchased under the ESPP is 85 % of the lesser of the fair market value of the Company’s common stock on (i) the first day of the applicable offering period or (ii) the last day of the purchase period in the applicable offering period. An employee’s participation automatically ends upon termination of employment for any reason. Shares of common stock reserved for sale under the ESPP were 5,622,825 and 6,031,704 as of December 31, 2022, and 2021, respectively. 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. For the year ended December 31, 2022, the board of directors elected not to increase the number of shares of common stock reserved under the ESPP. As of December 31, 2022 , 408,879 shares had been sold under the ESPP. The fair value of ESPP purchase rights sold during the year ended December 31, 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 shares 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 the 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 year ended December 31, 2021, the Company recognized $ 19.5 million of stock-based compensation expense related to the Company Earnout Shares granted to the CCCIS option holders. Phantom Stock —Phantom Shares vested under the same time-based or performance-based with a market condition as the stock options granted under the 2017 Plan. The valuation of Phantom Shares was measured based on the fair value per share of the Company’s common stock. Upon consummation of the Business Combination on July 30, 2021, all outstanding Phantom Shares vested and were subsequently settled in cash for $ 10.2 million. During the years ended December 31, 2021 and 2020, the Company recognized stock-based compensation expense of $ 7.0 million and $ 2.2 million, respectively, related to the Phantom Shares. Stock-Based Compensation —Stock-based compensation expense has been recorded in the accompanying consolidated statements of operations and comprehensive income (loss) as follows for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenues $ 5,812 $ 13,644 $ 494 Research and development 19,536 40,681 1,174 Sales and marketing 25,309 65,045 2,024 General and administrative 58,840 142,625 7,644 Total stock-based compensation expense $ 109,497 $ 261,995 $ 11,336 As of December 31, 2022 , there was $ 168.5 million of unrecognized stock compensation expense related to non-vested time-based awards which is expected to be recognized over a weighted-average period of 2.8 years. As of December 31, 2022 , there was $ 71.2 million of unrecognized stock-based compensation expense related to non-vested performance-based awards, which is expected to be recognized over a weighted-average period of 1.4 years. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 22. 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. 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 year ended December 31, 2022 and 2021. As of December 31, 2022 and 2021 , the Company had 17,800,000 Private Warrants outstanding. The Company recognized income (expense) of $ 26.1 million and ($ 64.5 ) million as a change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive income (loss) for year ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021 the Company’s warrant liability was $ 36.4 and $ 62.5 million, respectively. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 23. COMMITMENTS Purchase Obligations —The Company has long-term agreements with suppliers and other parties related to licensing data used in its solutions and services, outsourced data center, disaster recovery, and software as a service that expire at various dates through 2031 . Under the terms of these agreements with suppliers, the Company has future minimum obligations as of December 31, 2022 as follows (in thousands): Years Ending December 31: 2023 $ 25,510 2024 18,426 2025 14,099 2026 12,456 2027 11,451 Thereafter 39,600 Total $ 121,542 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 payments and bonus under certain circumstances. |
Legal Proceedings and contingen
Legal Proceedings and contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |
Legal Matters and Contingencies | 24. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | 25. 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 expenses with entities affiliated with one of its principal equity owners for the years ended December 31, 2022, 2021 and 2020 (in thousands): December 31, 2022 2021 2020 Revenues Credit card processing $ 811 $ 399 * Expenses Employee health insurance benefits 3,166 3,228 * Human resources support services 237 242 246 Board of director fees for services, including related travel and out-of-pocket reimbursements 131 204 186 Sales tax processing and license fees for tax information 561 286 * The following table summarizes amounts receivable and payable to entities affiliated with one of its principal equity owners as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Receivables Credit card processing * * Payables Employee health insurance benefits $ 501 $ 232 Human resources support services * * Sales tax processing and license fees for tax information * * Board of director fees for services, including related travel and out-of-pocket reimbursements * * *Not significant As of October 2022, the entity which provides sales tax processing and license fees for tax information is no longer affiliated with the principal equity owner and is no longer a related party. During the year ended December 31, 2021, the Company completed a strategic investment in a limited partnership (the “Investee”) in which the Company invested $ 10.0 million, plus $ 0.2 million of related fees and expenses, for an approximate 7 % interest (see Note 13). The limited partnership is affiliated with one of the Company’s principal equity owners. The limited partnership recognized no income or loss during the years ended December 31, 2022 and 2021. During the year ended December 31, 2021 the Company issued 110,679 shares of common stock to a board member for aggregate cash proceeds of $ 1.0 million, equal to the fair value of the shares at the time of issuance. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 26. 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. We exclude 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 at December 31, 2022 and 2021 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 earnings per share of common stock (in thousands, except for share and per share data). Year Ended December 31, 2022 2021 2020 Numerator Net income (loss) $ 38,406 $ ( 248,919 ) $ ( 16,876 ) Denominator Weighted average shares of common stock - basic 607,760,886 543,558,222 504,115,839 Dilutive effect of stock-based awards 35,080,710 — — Weighted average shares of common stock - diluted 642,841,596 543,558,222 504,115,839 Net income (loss) per share: Basic $ 0.06 $ ( 0.46 ) $ ( 0.03 ) Diluted $ 0.06 $ ( 0.46 ) $ ( 0.03 ) Common stock equivalent shares of 8,108,217 , 32,061,021 , and 15,632,980 were excluded from the computation of diluted per share amounts for the years ended December 31, 2022, 2021 and 2020, respectively, because their effect was anti-dilutive. |
Segment Information And Informa
Segment Information And Information About Geographic Areas | 12 Months Ended |
Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Segment Information And Information About Geographic Areas | 27. 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): Year Ended December 31, 2022 2021 2020 United States $ 774,697 $ 680,609 $ 626,101 China 7,751 7,679 6,962 Total revenues $ 782,448 $ 688,288 $ 633,063 Software, equipment and property, net by geographic area are as follows (in thousands): December 31, 2022 2021 United States $ 146,398 $ 135,784 China 45 61 Total software, equipment and property-net $ 146,443 $ 135,845 |
Divestiture
Divestiture | 12 Months Ended |
Dec. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Divestiture | 28. DIVESTITURE On December 31, 2020, the Company closed an Asset Purchase Agreement with a third-party buyer (the “Buyer”) to transfer its obligation of providing certain services and related assets and liabilities to the Buyer for total consideration of $ 3.8 million, including $ 1.8 million of contingent consideration. The divestiture did not constitute a discontinued operation or the sale of a business. The Company recognized a gain on disposition o f $ 3.8 millio n during the year ended December 31, 2020 within general and administrative expenses in the consolidated statement of operations and comprehensive income (loss). During the year ended December 31, 2021, the Company reassessed the estimated contingent consideration and recognized a gain of $ 0.6 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The consolidated balance sheets as of December 31, 2022 and 2021, the consolidated statements of operations and comprehensive income (loss), the consolidated statements of mezzanine equity and stockholders’ equity and the consolidated statements of cash flows for the years ended December 31, 2022, 2021 and 2020, have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The Business Combination (see Note 3) was accounted for as a reverse recapitalization in accordance with GAAP, with Dragoneer treated as the acquired company and CCCIS treated as the acquirer. The consolidated assets, liabilities, and results of operations prior to the reverse recapitalization are those of CCCIS. The shares and corresponding capital amounts and losses per share, prior to the reverse recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 1:340.5507 (the “Exchange Ratio”) established in the Business Combination. |
Basis of Accounting | Basis of Accounting —The accompanying 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 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 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 consolidated financial statements and the accompanying notes. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Although the Company regularly assesses its estimates, actual results could differ from management’s estimates if past experience or other assumptions are not substantially accurate. Changes in estimates are recorded in the period in which they become known. Significant estimates in these 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 estimates and assumptions associated with the valuation of the warrant liabilities, the estimates and assumptions associated with stock incentive plans, including the fair value of common stock prior to the Business Combination, and the measurement of expected contingent consideration in connection with a business acquisition. |
Cash and Cash Equivalents | Cash and Cash Equivalents —The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash and cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. While the Company has deposits that exceed federally insured limits at financial institutions, the Company places its cash and cash equivalents in highly rated institutions. The Company has never experienced any losses related to these balances. |
Foreign Currency | Foreign Currency —The Company’s functional currency is the US dollar, however, for operations located in China, the functional currency is the local currency. Assets and liabilities of the foreign operations are translated to US dollars at exchange rates in effect at the consolidated balance sheet date, while statement of operations accounts are translated to US dollars at the average exchange rates for the period. Translation gains and losses are recorded and remain as a component of accumulated other comprehensive income (loss) in stockholders’ equity until transactions are settled or the foreign entity is sold or liquidated. Gains and losses resulting from transactions that are denominated in a currency that is not the functional currency are recorded to other income–net, in the consolidated statements of operations and comprehensive income (loss). |
Significant Customers and Concentration of Credit Risks | Significant Customers and Concentration of Credit Risks —The Company is potentially subject to concentration of credit risk primarily through its accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses which, when realized, have been within the range of management’s expectations. The Company generally does not require collateral. Credit risk on accounts receivables is minimized as a result of the large and diverse nature of the Company’s customer base. During the years ended December 31, 2022 and 2021 , no single customer represented more than 10 % of revenue. During the year ended December 31, 2020, one customer accounted for 10 % of revenue. As of December 31, 2022 , one customer had an account receivable of 11 % of accounts receivable. As of December 31, 2021 , no single customer accounted for at least 10 % of accounts receivable. |
Revenue Recognition | Revenue Recognition —The Company’s revenue recognition policy follows guidance from Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers. The Company generates revenue from contracts that are generally billed either on a monthly subscription or transactional basis. Other revenue primarily consists of professional services revenue that is generally transaction-based (where a fee per transaction is charged). Revenues are recognized as control of these services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company determines revenue recognition based on the application of the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligation(s) in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligation(s) in the contract • Recognition of revenue when, or as a performance obligation is satisfied Software Subscription Revenues —Software services are hosted and provide customers with the right to use the hosted software over the contract period without taking possession of the software and are generally billed on either a monthly subscription or transactional basis. Revenues related to services billed on a subscription basis are recognized ratably over the contract period as this is the time period over which services are transferred to the customer, generally between three and five years. Revenues from subscription services represent a stand-ready obligation to provide access to the Company’s platform. As each day of providing services is substantially the same and the customer simultaneously receives and consumes the benefits as access is provided, subscription arrangements include a series of distinct services. The Company may provide certain of its customers with implementation activities such as basic setup, installation and initial training that the Company must undertake to fulfill the contract. These are considered fulfillment activities that do not transfer the service to the customer. For contracts with fixed and variable consideration, to the extent that customers’ usage exceeds the committed contracted amounts under their subscriptions, they are charged for their incremental usage. For such overage fees, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur. Revenue recognized from overage fees was not material during the years ended December 31, 2022, 2021 and 2020. When customers’ usage falls below the committed contracted amounts, the customer does not receive any credits or refunds for the shortfall. For contracts where fees are solely based on transaction volume, the amount invoiced corresponds directly with the value provided to the customer, and revenue is recognized when invoiced using the as-invoiced practical expedient. Other Revenue —Other revenues consist of professional services and other non-software services, including the Company’s First Party Clinical Services which was divested in December 2020 (see Note 28) and are recognized over time as the services are performed. Other revenues are generally invoiced monthly in arrears. Revenues related to such services that are billed on a transactional basis are recognized when the transaction for the related service occurs. Transaction revenue is primarily comprised of fees for professional services applied to the volume of transactions. These are typically based on a per-unit rate and are invoiced for the same period in which the transactions were processed and as the performance obligation is satisfied. For contracts with transaction fees, the amount invoiced corresponds directly with the value provided to the customer, and revenue is recognized when invoiced using the as-invoiced practical expedient. Contracts with Multiple Performance Obligations —The Company’s contracts with customers can include access to different software applications such as CCC workflow, estimating, valuation and analytics, each of which is its own performance obligation. These additional services are either sold on a standalone basis or could be used on their own with readily available resources. For these contracts, the Company accounts for individual performance obligations separately, if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The standalone selling price for distinct performance obligations is generally based on directly observable pricing. In instances where standalone selling price is not directly observable, the Company determines standalone selling price based on overall pricing objectives, which take into consideration observable data, market conditions and entity-specific factors. The Company may occasionally recognize an adjustment in revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to the Company’s assessment of whether an estimate of variable consideration is constrained. For the years ended December 31, 2022, 2021 and 2020, the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, was not significant. Contract Liabilities —Contract liabilities consist of deferred revenue and include customer billings in advance of revenues being recognized from subscription contracts and professional services. Deferred revenue that is expected to be recognized during the succeeding twelve-month period is recorded as current, and the remaining portion is recorded as noncurrent and included within other liabilities on the consolidated balance sheets. Costs to Obtain and Fulfill the Contract —The Company defers costs that are considered to be incremental and recoverable costs of obtaining a contract with a customer, including sales commissions. Costs to fulfill contracts are capitalized when such costs are direct and related to implementation activities for hosted software solutions. Capitalized costs to obtain a contract and costs to fulfill a contract are generally amortized over a period between three and five years, which represents the expected period of benefit of these costs and corresponds to the contract period. In instances where the contract term is significantly less than three years, costs to fulfill are amortized over the contract term which the Company believes best reflects the period of benefit of these costs. |
Cost of Revenues | Cost of Revenues —Cost of revenues is primarily composed of personnel costs, including share-based compensation, and costs of external resources used in the delivery of services to customers, including software configuration, integration services, customer support activities, third party costs related to hosting the Company’s software for its customers, internal support of production infrastructure, IT security costs, depreciation expense, cost of software production, and license and royalty fees paid to third parties. Cost of revenues also includes amortization of internal use software, including capitalized development costs, and amortization of acquired technologies. |
Research and Development | Research and Development —Research and development expenses consist primarily of personnel-related costs, including share-based compensation, and costs of external development resources involved in the engineering, design and development of new solutions, as well as expenses associated with significant ongoing improvements to existing solutions. Research and development expenses also include costs for certain information technology expenses. Research and development costs, other than software development costs qualifying for capitalization, are expensed as incurred. |
Selling and Marketing | Selling and Marketing —Selling and marketing expenses consist primarily of personnel-related costs for our sales and marketing functions, including sales commissions and share-based compensation. Additional expenses include advertising costs, marketing costs and event costs, including the Company’s annual industry conference. The Company expenses advertising and other promotional expenditures as incurred. Advertising expenses were $ 1.1 million, $ 1.1 million and $ 1.6 million for the years ended December 31, 2022, 2021 and 2020 , respectively. |
General and Administrative | General and Administrative —General and administrative expenses consist primarily of personnel-related costs, including share-based compensation, for our executive management and administrative employees, including finance and accounting, human resources, information technology, facilities and legal functions. Additional expenses include professional service fees, insurance premiums, and other corporate expenses that are not allocated to the above expense categories. |
Amortization of Intangible Assets | Amortization of Intangible Assets —Amortization of intangible assets consists of the capitalized costs of intangible assets. These intangible assets are amortized on a straight-line basis over their estimated useful lives (see Note 12). |
Stock-Based Compensation | Stock-Based Compensation —The Company’s stock-based compensation plans are described in Note 21. The Company accounts for stock-based payment awards based on the grant date fair value. The incremental fair value of modifications to stock-based payment awards is estimated at the date of modification. Stock-based payment awards that are settled in cash are accounted for as liabilities. The Company recognizes stock-based compensation expense for only the portion of awards expected to vest, based on an estimated forfeiture rate. The Company recognizes stock-based compensation expense for time-based awards on a straight-line basis over the requisite service period, which is generally the vesting period of the respective awards. Stock-based compensation expense for performance-based awards with a market condition is recognized over the estimated service period, regardless of whether the market condition is satisfied. Stock-based compensation expense for performance-based awards with a market condition, when the market condition is a liquidity event or change in control, is not recognized until the performance condition is probable of occurring. The fair value of restricted stock units ("RSUs") with only a time-based vesting component or a performance-based vesting component is determined using the quoted price of our common stock on the date of grant. The fair value of the Company’s stock options with only a time-based component is estimated using the Black-Scholes option pricing model. The fair value of the Company’s performance-based awards with a market condition is estimated using a Monte Carlo simulation model. The assumptions utilized under these methods require judgments and estimates. Stock-based compensation expense related to purchase rights issued under the CCC Intelligent Solutions Holdings Inc. 2021 Employee Stock Purchase Plan ("ESPP") is based on the Black-Scholes option pricing model's fair value of the estimated number of awards as of the beginning of the applicable offering period. Stock-based compensation expense is recognized using the straight-line method over the applicable offering period. Changes in the inputs and assumptions could affect the measurement of the estimated fair value of the related compensation expense of these stock-based payment awards. |
Accounts Receivable—Net | Accounts Receivable—Net —Accounts receivable, as presented in the consolidated balance sheets, are net of customer sales allowances and doubtful accounts. The Company determines allowances for its sales reserves and doubtful accounts based on specific identification of customer accounts and historical experience to the remaining accounts receivable balance. The Company’s assessment of doubtful accounts includes estimating its expected credit losses based on historical information and adjusted for current conditions and forecasts for the probability of collection from customers. Doubtful accounts are charged to general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). |
Software, Equipment, and Property—Net | Software, Equipment, and Property—Net —Software, equipment, and property are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the asset’s estimated useful lives, which are as follows: Software, equipment, and property Estimated Useful Life Software and licenses 2 - 5 years Computer equipment 3 years Furniture and other equipment 5 years Database 25 years Building 39 years Leasehold improvements Lesser of the estimated useful life or life of lease Land Indefinite Maintenance and repairs are expensed as incurred. Major betterments are capitalized. |
Internal Use Software | Internal Use Software —The Company capitalizes the direct costs incurred in developing or obtaining internal use software, including platform development, infrastructure and tools, as well as certain payroll and payroll-related costs of employees who are directly associated with internal use computer software projects. The amount of capitalized payroll costs with respect to these employees is limited to the time directly spent on such projects. The costs associated with preliminary project stage activities, training, maintenance, and all other post-implementation activities are expensed as incurred. Additionally, the Company expenses internal costs related to minor upgrades and enhancements as it is impractical to separate these costs from normal maintenance activities. Capitalized internal use software costs are recorded within software, equipment, and property on the Company’s consolidated balance sheets. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets —Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to an annual impairment test, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. The Company historically has performed its annual impairment assessment of goodwill and indefinite life intangible assets as of September 30 of each year. During 2022, the Company changed the date of its annual impairment assessment to November 30 to align with its annual business planning and budgeting process and to allow the Company to maximize the time and resources required to perform the impairment analysis (see Note 12). Testing goodwill and intangible assets for impairment involves comparing the fair value of the reporting unit or intangible asset to its carrying value. If the carrying amount of a reporting unit or intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to the excess, up to the carrying value of the goodwill or intangible asset. The Company performed the impairment tests for its goodwill and indefinite lived intangible assets for the years ended December 31, 2022, 2021 and 2020 and determined no impairment existed. |
Long-Lived Assets | Long-Lived Assets —Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset or asset group to estimated undiscounted future cash flows expected to be generated by such assets. If the carrying amount of the assets exceeds their estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the assets exceeds their fair value. There were no events or changes in circumstances that indicated the carrying value may not be recoverable and no impairment charges were recognized during the years ended December 31, 2022, 2021 and 2020 . |
Equity Method Investment | Equity Method Investment —The Company accounts for its 7 % investment in a limited partnership using the equity method of accounting. Under the equity method of accounting, the investee’s accounts are not reflected within the Company’s consolidated balance sheets and consolidated statements of operations and comprehensive income (loss). The Company’s investment is initially recognized at cost and adjusted thereafter for the post acquisition changes in the Company’s share of the investee’s earnings. The Company’s share of the investee’s earnings is reported within other income-net in the Company’s consolidated statements of operations and comprehensive income (loss). |
Deferred Financing Costs | Deferred Financing Costs —Deferred financing costs are capitalized and amortized over the life of the underlying financing agreement (see Note 16). |
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 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 consolidated statements of operations and comprehensive income (loss). |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements —Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value. Level 1 —Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 —Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 —Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
Warrant Liability | Warrant Liability —The Company assumed publicly-traded warrants (“Public Warrants”) and warrants sold in a private placement (“Private Warrants”) upon consummation of the Business Combination. The Company accounts for its Public Warrants and Private Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity , in conjunction with the SEC Division of Corporation Finance’s April 12, 2021 Public Statement, Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs") . The terms of the warrants provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and preclude the warrants from being classified in equity and thus the warrants are classified as a liability. Accordingly, the Company recorded the warrants as long-term liabilities on its consolidated balance sheet at fair value upon the closing of the Business Combination (see Note 3), with subsequent changes in the fair value of the warrants recognized in the consolidated statements of operations and comprehensive income (loss) at each reporting date. In November 2021, the Company announced that it had elected to redeem its outstanding Public Warrants and as of December 31, 2021, there were no Public Warrants outstanding (see Note 22). Prior to redemption, the Public Warrants were publicly traded and thus had an observable market price in an active market and were valued at their trading price as of each reporting date. The Private Warrants are valued using 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 related fair value of the Private Warrants. |
Income Taxes | Income Taxes —Deferred income tax assets and liabilities are recognized for the expected future tax effects of temporary differences between the financial and income tax reporting basis of assets and liabilities using tax rates in effect for the years in which the differences are expected to reverse. Deferred income taxes relate to the timing of recognition of certain revenue and expense items, and the timing of the deductibility of certain reserves and accruals for income tax purposes that differs from the timing for financial reporting purposes. The Company establishes a tax valuation allowance to the extent that it is more likely than not that a deferred tax asset will not be realizable against future taxable income. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation process, based on its technical merits. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. |
Accrual for Self-Insurance Costs | Accrual for Self-Insurance Costs —The Company maintains a self-insured group medical program. The program contains stop loss thresholds with amounts in excess of the self-insured levels fully insured by third-party insurers. Liabilities associated with this program are estimated in part by considering historical claims experience and medical cost trends. |
Leases | Leases —Effective January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 2016-02 which created a new topic, ASC 842, Leases . In accordance with ASC 842, the Company, at the inception of the contract, determines whether a contract is or contains a lease. For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. The Company is generally not able to readily determine the implicit rate in the lease and therefore uses the determined incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. Renewal options are not included in the measurement of the right of use assets and lease liabilities unless the Company is reasonably certain to exercise the optional renewal periods. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, certain leases contain incentives, such as construction allowances from landlords. These incentives reduce the right-of-use asset related to the lease. Some of the Company’s leases contain rent escalations over the lease term. The Company recognizes expense for operating leases on a straight-line basis over the lease term. The Company has elected the practical expedient to combine lease and non-lease components for all asset categories. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed non-lease component charges. Lease related costs, which are variable rather than fixed, are expensed in the period incurred. The Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio. For periods prior to the adoption of ASC 842, the Company recorded rent expense on a straight-line basis over the term of the related lease. The difference between the straight-line rent expense and the payments made in accordance with the operating lease agreements were recognized as a deferred rent liability within other liabilities on the accompanying consolidated balance sheets. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements —Effective January 1, 2022, the Company adopted 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 consolidated financial statements. Effective January 1, 2022, the Company adopted 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 adoption of ASU 2016-13 did not have a material impact on the Company's consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements —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. In December 2022, the FASB issued ASU 2022-06 that defers the sunset date for applying the reference rate reform relief in ASC 848 to December 31, 2024. While there has been no material effect to our 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 16). |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Software,Equipment and Property | Software, equipment, and property Estimated Useful Life Software and licenses 2 - 5 years Computer equipment 3 years Furniture and other equipment 5 years Database 25 years Building 39 years Leasehold improvements Lesser of the estimated useful life or life of lease Land Indefinite |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Summary of number of shares of common stock outstanding immediately following the Closing | The total number of shares of the Company’s common stock outstanding immediately following the Closing was 603,170,380 , comprised as follows: Shares issued to Dragoneer public shareholders and Sponsor 56,615,002 Sponsor Vesting Shares 8,625,000 Shares issued to Legacy CCC shareholders 505,430,378 Shares issued to Forward Purchasers 17,500,000 Shares issued to PIPE Investors 15,000,000 Total shares of common stock outstanding immediately following the Business 603,170,380 |
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 and the consolidated statement of mezzanine equity and stockholders’ equity for the year ended December 31, 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) | 12 Months Ended |
Dec. 31, 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 final 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 Total assets acquired 4,950 Liabilities assumed: Current liabilities 147 Deferred tax liabilities 548 Total liabilities assumed 695 Net assets acquired 4,255 Goodwill 28,245 Total purchase price $ 32,500 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Summarizes Revenue by Type of Service | The following table summarizes revenue by type of service for the years ended December 31 (in thousands): Year Ended December 31, 2022 2021 2020 Software subscriptions $ 752,505 $ 662,300 $ 573,608 Other 29,943 25,988 59,455 Total revenues $ 782,448 $ 688,288 $ 633,063 |
Summary of Receivables Contract Assets and Contract Liabilities from Contracts with Customers | The balances of the Company’s receivables, contract assets and contract liabilities from contracts with customers are as follows (in thousands): December 31, December 31, December 31, 2022 2021 2020 Accounts receivables-Net of allowances $ 98,353 $ 78,793 $ 74,107 Deferred contract costs 16,556 15,069 11,917 Long-term deferred contract costs 20,161 22,117 14,389 Other assets (accounts receivable, non-current) 16,437 8,622 — Deferred revenues 35,239 31,042 26,514 Other liabilities (deferred revenues, non-current) 1,240 1,574 2,001 |
Summary of Deferred Contract Costs | A summary of the activity impacting the deferred contract costs during the years ended December 31, 2022, 2021 and 2020 is presented below (in thousands): Year Ended December 31, 2022 2021 2020 Balance at beginning of period $ 37,186 $ 26,306 $ 23,270 Costs amortized ( 17,986 ) ( 15,384 ) ( 12,446 ) Additional amounts deferred 17,517 26,264 15,482 Balance at end of period $ 36,717 $ 37,186 $ 26,306 Classified as: Current $ 16,556 $ 15,069 $ 11,917 Non-current 20,161 22,117 14,389 Total deferred contract costs $ 36,717 $ 37,186 $ 26,306 |
Summary of Deferred Revenue | A summary of the activity impacting deferred revenue balances during the years ended December 31, 2022, 2021 and 2020, is presented below (in thousands): Year Ended December 31, 2022 2021 2020 Balance at beginning of period $ 32,616 $ 28,515 $ 26,256 Revenue recognized 1 ( 380,977 ) ( 334,524 ) ( 305,812 ) Additional amounts deferred 1 384,840 338,625 308,071 Balance at end of period $ 36,479 $ 32,616 $ 28,515 Classified as: Current $ 35,239 $ 31,042 $ 26,514 Non-current 1,240 1,574 2,001 Total deferred revenue $ 36,479 $ 32,616 $ 28,515 1 Amounts include total revenue deferred and recognized during each respective period. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | The valuation of the Private Warrants as of December 31, 2022 and December 31, 2021 was determined using the Black-Scholes option pricing model using the following assumptions: December 31, December 31, 2022 2021 Expected term (in years) 3.6 4.6 Expected volatility 38 % 35 % Expected dividend yield 0 % 0 % Risk-free interest rate 4.15 % 1.20 % |
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basi | The following table presents the fair value of the assets and liabilities measured at fair value on a recurring basis at December 31, 2022 (in thousands): Fair Value Level 1 Level 2 Level 3 Assets Interest rate cap $ 11,951 $ — $ 11,951 $ — Total Assets $ 11,951 $ — $ 11,951 $ — Liabilities Contingent consideration related to business acquisition $ 100 $ — $ — $ 100 Private warrants 36,405 — 36,405 — Total Liabilities $ 36,505 $ — $ 36,405 $ 100 The following table presents the fair value of the assets and liabilities measured at fair value on a recurring basis at 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 consolidated balance sheets (in thousands): December 31, 2022 December 31, 2021 Carrying Estimated Carrying Estimated Description Amount Fair Value Amount Fair Value Term B Loan, including current portion $ 790,331 $ 766,260 $ 798,073 $ 799,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Pretax Loss Attributable to Domestic and Foreign Operations | The components of pretax income (loss) attributable to domestic and foreign operations are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Domestic $ 54,799 $ ( 261,900 ) $ ( 15,117 ) Foreign ( 4,937 ) ( 13,019 ) ( 6,438 ) Pretax income (loss) $ 49,862 $ ( 274,919 ) $ ( 21,555 ) |
Schedule of Components of Income Tax Benefit | Year Ended December 31, 2022 2021 2020 Current provision: Federal $ 37,470 $ 15,263 $ 1,539 State 8,387 5,620 4,906 Total current provision 45,857 20,883 6,445 Deferred provision (benefit): Federal ( 26,570 ) ( 35,284 ) ( 7,536 ) State ( 7,831 ) ( 11,599 ) ( 3,588 ) Foreign 1,054 ( 2,080 ) ( 1,710 ) Change in valuation allowance ( 1,054 ) 2,080 1,710 Total deferred benefit ( 34,401 ) ( 46,883 ) ( 11,124 ) Total income tax provision (benefit) $ 11,456 $ ( 26,000 ) $ ( 4,679 ) |
Summary of Effective Income Tax Rate Differs from the Federal Statutory Rate | The Company’s effective income tax rate differs from the federal statutory rate as follows (in thousands, except percentages): Year Ended December 31, 2022 2021 2020 Federal income tax benefit at statutory rate $ 10,471 21.0 % $ ( 57,733 ) 21.0 % $ ( 4,527 ) 21.0 % Executive compensation 12,508 25.0 25,362 ( 9.2 ) — — Fair value of warrants ( 5,475 ) ( 11.0 ) 13,545 ( 4.9 ) — — Stock-based compensation ( 4,074 ) ( 8.1 ) ( 3,647 ) 1.3 ( 42 ) 0.2 Research and experimental credit ( 3,510 ) ( 7.0 ) ( 2,914 ) 1.1 ( 3,058 ) 14.2 Impact of foreign operations 2,807 5.6 261 ( 0.1 ) 122 ( 0.6 ) Valuation allowance ( 1,054 ) ( 2.1 ) 2,080 ( 0.8 ) 1,572 ( 7.3 ) State and local taxes-net of federal income tax effect 439 0.9 ( 4,723 ) 1.7 288 ( 1.3 ) Other nondeductible expenses 344 0.7 756 ( 0.3 ) 854 ( 4.0 ) Uncertain tax positions ( 303 ) ( 0.6 ) 594 ( 0.2 ) 589 ( 2.7 ) Foreign rate difference ( 182 ) ( 0.4 ) ( 493 ) 0.2 ( 227 ) 1.1 Other—net ( 515 ) ( 1.0 ) 912 ( 0.3 ) ( 250 ) 1.1 Income tax provision (benefit) $ 11,456 23.0 % $ ( 26,000 ) 9.5 % $ ( 4,679 ) 21.7 % |
Schedule of Deferred Income Tax Assets and Liabilities | The approximate income tax effect of each type of temporary difference giving rise to deferred income tax assets and liabilities as of December 31, 2022 and 2021 was as follows (in thousands): Year Ended December 31, 2022 2021 Deferred income tax assets: Stock-based compensation $ 37,156 $ 39,135 Operating lease liabilities 14,339 16,301 Accrued compensation 10,962 9,743 Net operating losses—foreign 10,373 11,427 Capitalized R&E—net of amortization 10,221 — Sales allowances and doubtful accounts 1,339 959 Interest expense limitation 673 1,553 Net operating losses—domestic (state) 506 733 Research and experimental credit 386 1,250 Other 826 1,443 Total deferred income tax assets 86,781 82,544 Valuation allowance for deferred tax asset ( 10,373 ) ( 11,427 ) Net deferred income tax assets 76,408 71,117 Deferred income tax liabilities: Intangible asset amortization 282,032 307,654 Software, equipment and property depreciation and amortization 17,628 20,313 Deferred contract costs 9,235 9,456 Operating lease assets 7,604 9,439 Interest rate cap 1,607 — Total deferred income tax liabilities 318,106 346,862 Net deferred income tax liabilities $ 241,698 $ 275,745 |
Schedule of Change in Unrecognised Tax Benefits Excluding Interest and Penalties | The change in unrecognized tax benefits excluding interest and penalties for the years ended December 31, 2022 and 2021was as follows (in thousands): 2022 2021 Balance at beginning of year $ 3,722 $ 3,045 Additions based on tax positions related to the current year 797 663 Additions based on adjustments to tax positions related to prior years 105 32 Reductions for tax positions of prior years ( 901 ) ( 18 ) Balance at end of year $ 3,723 $ 3,722 |
Summary of Major Jurisdictions Subject to Examination by the Relevant Tax Authorities and Open Tax Years | With few US State exceptions, the major jurisdictions subject to examination by the relevant taxing authorities and open tax years, stated as the Company’s fiscal years, are as follows: Jurisdiction Open Tax Years US Federal 2019 - 2021 US States 2019 - 2021 China 2019 - 2021 Canada 2019 - 2021 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Schedule of Accounts Receivable, Net | Accounts receivable–Net as of December 31, 2022 and 2021, consists of the following (in thousands): December 31, 2022 2021 Accounts receivable $ 103,692 $ 82,584 Allowance for doubtful accounts and sales reserves ( 5,339 ) ( 3,791 ) Accounts receivable–Net $ 98,353 $ 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 years ended December 31, 2022, 2021 and 2020, consists of the following (in thousands): Year Ended December 31, 2022 2021 2020 Balance at beginning of period $ 3,791 $ 4,224 $ 3,970 Charges to bad debt and sales reserves 4,262 3,634 3,814 Write-offs, net ( 2,714 ) ( 4,067 ) ( 3,560 ) Balance at end of period $ 5,339 $ 3,791 $ 4,224 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense And Other Assets Current [Line Items] | |
Schedule of Other Current Assets | Other current assets as of December 31, 2022 and 2021, consists of the following (in thousands): December 31, 2022 2021 Prepaid software and equipment maintenance $ 7,638 $ 7,593 Prepaid SaaS costs 7,423 5,909 Prepaid service fees 5,268 8,623 Prepaid insurance 4,062 4,416 Non-trade receivables 690 8,321 Other 11,277 11,319 Total $ 36,358 $ 46,181 |
Software, Equipment, And Prop_2
Software, Equipment, And Property (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Software,Equipment and Property | Software, equipment, and property as of December 31, 2022 and 2021, consists of the following (in thousands): December 31, 2022 2021 Software, licenses and database $ 175,616 $ 140,692 Computer equipment 33,043 31,635 Leasehold improvements 30,430 34,880 Building and land 4,910 4,910 Furniture and other equipment 1,478 5,343 Total software, equipment, and property 245,477 217,460 Less accumulated depreciation and amortization ( 99,034 ) ( 81,615 ) Net software, equipment, and property $ 146,443 $ 135,845 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Line Items] | |
Summary of Lease Cost | The components of lease expense for the years ended December 31, 2022 and 2021 were as follows (in thousands): December 31, 2022 2021 Operating lease costs $ 12,390 $ 16,386 Variable lease costs 2,319 2,110 Total lease costs $ 14,709 $ 18,496 |
Summary of Supplemental Cash Flow and other Information Related to Leases | The lease term and discount rate consisted of the following as of December 31, 2022 and 2021: December 31, 2022 2021 Weighted-average remaining lease term (years) 13.6 12.9 Weighted-average discount rate 6.4 % 6.3 % Supplemental cash flow and other information related to leases for the years ended December 31, 2022 and 2021 were as follows (in thousands): December 31, 2022 2021 Cash payments for operating leases $ 11,933 $ 11,403 Operating lease assets obtained in exchange for lease liabilities 2,825 2,876 |
Summary of Operating Lease Liabilities | Years Ending December 31: 2023 $ 5,737 2024 7,030 2025 7,204 2026 7,243 2027 5,438 Thereafter 57,491 Total lease payments 90,143 Less: Interest ( 30,414 ) Total $ 59,729 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill [Line Items] | |
Schedule of Gross Amount, Accumulated Impairment Loss, and Carrying Amount of Goodwill | The following table presents the gross amount, accumulated impairment loss, and carrying amount of goodwill as of December 31, 2022 and 2021 (in thousands): Accumulated Carrying Gross Amount Impairment Loss Carrying Amount Balance as of December 31, 2022 $ 1,520,926 $ ( 25,797 ) $ 1,495,129 Balance as of December 31, 2021 1,492,681 ( 25,797 ) 1,466,884 The accumulated impairment loss was recognized during the year ended December 31, 2019. |
Schedule of Changes in the Carrying Amount of Goodwill | Changes in the carrying amount of goodwill were as follows during the year ended December 31, 2022 (in thousands): Carrying Amount Balance as of December 31, 2021 $ 1,466,884 Acquisition of Safekeep, Inc. 28,245 Balance as of December 30, 2022 $ 1,495,129 There was no change to the carrying amount of goodwill during the years ended December 31, 2021 and 2020. |
Summary of Intangible Assets Balance | The intangible assets balance as of December 31, 2022, is reflected below (in thousands): Weighted- Average Estimated Remaining Gross Net Useful Life Useful Life Carrying Accumulated Carrying (Years) (Years) Amount Amortization Amount Intangible assets: Customer relationships 16 – 18 12.3 $ 1,299,750 $ ( 410,095 ) $ 889,655 Acquired technologies 3 – 7 1.8 187,950 ( 149,256 ) 38,694 Subtotal 1,487,700 ( 559,351 ) 928,349 Trademarks—indefinite life 190,470 — 190,470 Total intangible assets $ 1,678,170 $ ( 559,351 ) $ 1,118,819 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 Intangible assets: 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 each of the next five years and thereafter for intangible assets as of December 31, 2022, is as follows (in thousands): Years Ending December 31: 2023 $ 99,003 2024 81,417 2025 72,949 2026 72,949 2027 72,949 Thereafter 529,082 Total $ 928,349 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |
Summary of Change in the Carrying Value of the Investment | The change in the carrying value of the investment during the year ended December 31, 2022 and 2021is summarized below as follows (in thousands): Equity method investment carrying value at December 31, 2020 $ — Cash contributions 10,228 Share of net income (loss) from the Investee — Equity method investment carrying value at December 31, 2021 10,228 Share of net income (loss) from the Investee — Equity method investment carrying value at December 31, 2022 $ 10,228 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses as of December 31, 2022 and 2021, consist of the following (in thousands): December 31, 2022 2021 Compensation $ 53,530 $ 49,510 Royalties and licenses 3,832 2,640 Software license agreements 3,243 3,265 Sales tax 2,615 2,296 Employee insurance benefits 2,749 2,443 Professional services 1,877 2,371 Other 3,599 4,166 Total $ 71,445 $ 66,691 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Summary Of Other Liabilities | Other liabilities as of December 31, 2022 and 2021, consist of the following (in thousands): December 31, 2022 2021 Software license agreements $ 1,208 $ 4,211 Deferred revenue-non-current 1,240 1,574 Contingent consideration 100 — Other 110 — Total $ 2,658 $ 5,785 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary Of Long Term Debt | Long-term debt as December 31, 2022 and 2021, consists of the following (in thousands): December 31, 2022 2021 Term B Loan $ 792,000 $ 800,000 Term B Loan—discount ( 1,669 ) ( 1,926 ) Term B Loan—deferred financing fees ( 8,199 ) ( 9,464 ) Term B Loan—net of discount and fees 782,132 788,610 Less: Current portion ( 8,000 ) ( 8,000 ) Total long-term debt—net of current portion $ 774,132 $ 780,610 |
Summary Of Debt Deferred Financing Fees And Discount | The table below is a roll forward of the Company's contra debt deferred financing fees and discount and deferred financing fees asset balances (in thousands): Deferred Discount— Financing Contra Fees Debt Balance—December 31, 2020 $ 16,134 $ 2,788 Fees written off of due to early extinguishment of debt ( 12,982 ) ( 2,258 ) Payment of fees and discount 12,893 2,000 Amortization of fees and discount ( 3,682 ) ( 604 ) Balance—December 31, 2021 12,363 1,926 Amortization of fees and discount ( 1,878 ) ( 257 ) Balance—December 31, 2022 $ 10,485 $ 1,669 |
Summary Of Aggregate Maturities Of Our Long-Term Debt | Scheduled Payments for Debt —Principal amounts due in each of the next five years and thereafter, as of December 31, 2022, are as follows (in thousands): Years Ending December 31: 2023 $ 8,000 2024 8,000 2025 8,000 2026 8,000 2027 8,000 Thereafter 752,000 Total $ 792,000 |
Long-Term Licensing Agreement (
Long-Term Licensing Agreement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LongTerm Licensing Agreement [Line Items] | |
Summary of Principal Amounts Due in Each of the Next Five Years | Under the terms of these agreements with suppliers, the Company has future minimum obligations as of December 31, 2022 as follows (in thousands): Years Ending December 31: 2023 $ 25,510 2024 18,426 2025 14,099 2026 12,456 2027 11,451 Thereafter 39,600 Total $ 121,542 |
Licensing Agreement [Member] | |
LongTerm Licensing Agreement [Line Items] | |
Summary of Principal Amounts Due in Each of the Next Five Years | Principal amounts due in each of the next five years and thereafter for the Licensing Agreement as of December 31, 2022, are as follows (in thousands): Years Ending December 31: 2023 $ 2,876 2024 3,061 2025 3,257 2026 3,466 2027 3,689 Thereafter 17,279 Total $ 33,628 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The valuation of the performance-based RSUs with a market condition granted during the years ended December 31, 2022 and 2021 was determined using a Monte Carlo Simulation model using the following assumptions: 2022 2021 Expected term (in years) 2.8 2.2 Expected volatility 35 % 35 % Expected dividend yield 0 % 0 % Risk-free interest rate 2.28 % 0.51 % |
Summary of Share-based Payment Arrangement, Expensed and Capitalized, Amount | Stock-Based Compensation —Stock-based compensation expense has been recorded in the accompanying consolidated statements of operations and comprehensive income (loss) as follows for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenues $ 5,812 $ 13,644 $ 494 Research and development 19,536 40,681 1,174 Sales and marketing 25,309 65,045 2,024 General and administrative 58,840 142,625 7,644 Total stock-based compensation expense $ 109,497 $ 261,995 $ 11,336 |
Summary of Share-based Compensation Arrangements by Share-based Payment Award | The table below summarizes the option activity for the years ended December 31, 2022, 2021 and 2020 : Weighted- Weighted-Average Average Remaining Aggregate Exercise Contractual Life Intrinsic Value Shares Price (in years) (in thousands) Options outstanding—December 31, 2019 52,720,652 $ 2.91 7.7 $ 88,271 Granted 4,210,228 4.58 Exercised ( 476,090 ) 2.85 Forfeited and canceled ( 884,751 ) 3.02 Options outstanding—December 31, 2020 55,570,039 3.03 6.9 337,358 Granted 2,822,484 8.58 Exercised ( 1,924,063 ) 2.70 Forfeited and canceled ( 823,965 ) 3.66 Options outstanding—December 31, 2021 55,644,495 2.95 6.0 469,591 Exercised ( 10,081,164 ) 2.74 Forfeited and canceled ( 314,071 ) 4.46 Options outstanding—December 31, 2022 45,249,260 $ 2.99 4.9 $ 258,470 Options exercisable—December 31, 2022 41,637,338 $ 2.74 4.7 $ 248,307 Options vested and expected to vest—December 31, 2022 45,042,410 $ 2.97 4.9 $ 257,911 |
Schedule of Shares of Common Stock Reserved for Future Issuances | The following table summarizes the shares of common stock reserved for future issuance under the 2021 Plan as of December 31, 2022 and 2021: December 31, 2022 2021 Stock options outstanding 45,249,260 55,644,495 Restricted stock units outstanding 31,288,688 18,558,211 Restricted stock units available for future grant 57,946,089 72,175,815 Reserved for ESPP 5,622,825 6,031,704 Common stock reserved for future issuance 140,106,862 152,410,225 |
Schedule of Non-vested Restricted Stock Units Activity | The table below summarizes the RSU activity for the years ended December 31, 2022 and 2021: Weighted- Average Shares Fair Value Non-vested RSUs—December 31, 2020 — $ — Granted 18,677,411 10.74 Canceled ( 119,200 ) 11.59 Non-vested RSUs—December 31, 2021 18,558,211 10.74 Granted 16,426,878 10.07 Vested ( 2,324,324 ) 11.22 Canceled ( 1,372,077 ) 10.93 Non-vested RSUs—December 31, 2022 31,288,688 $ 10.34 |
Time Based Vesting Conditions [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The valuation of time-based stock options granted during the year ended December 31, 2021 and 2020 was determined using the Black-Scholes option valuation model using the following assumptions: 2021 2020 Expected term (in years) 6.5 6.5 Expected volatility 40 % 40 % Expected dividend yield 0 % 0 % Risk-free interest rate 0.62 - 0.67 % 0.39 - 0.45 % |
Performance And Market Based Vesting Conditions [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The valuation of the performance-based options with a market condition granted during the years ended December 31, 2021 and 2020 was determined through the Monte Carlo simulation model using the following assumptions: 2021 2020 Expected term (in years) 5.5 5.5 Expected volatility 33 % 33 % Expected dividend yield 0 % 0 % Risk-free interest rate 0.44 % 0.44 % |
2021 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 year ended December 31, 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 % |
Cayman Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company is recognizing stock-based compensation expense related to the options granted during the year ended December 2022 based on the Black-Scholes option pricing model using the following assumptions: Expected term (in years) 6.25 Expected volatility 40 % Expected dividend yield 0 % Risk-free interest rate 3.5 % |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contractual Obligation Fiscal Year Maturity | Under the terms of these agreements with suppliers, the Company has future minimum obligations as of December 31, 2022 as follows (in thousands): Years Ending December 31: 2023 $ 25,510 2024 18,426 2025 14,099 2026 12,456 2027 11,451 Thereafter 39,600 Total $ 121,542 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Revenues, Expenses and Amount Receivable with Entities Affiliated with Principal Owners | The following table summarizes revenues and expenses with entities affiliated with one of its principal equity owners for the years ended December 31, 2022, 2021 and 2020 (in thousands): December 31, 2022 2021 2020 Revenues Credit card processing $ 811 $ 399 * Expenses Employee health insurance benefits 3,166 3,228 * Human resources support services 237 242 246 Board of director fees for services, including related travel and out-of-pocket reimbursements 131 204 186 Sales tax processing and license fees for tax information 561 286 * The following table summarizes amounts receivable and payable to entities affiliated with one of its principal equity owners as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Receivables Credit card processing * * Payables Employee health insurance benefits $ 501 $ 232 Human resources support services * * Sales tax processing and license fees for tax information * * Board of director fees for services, including related travel and out-of-pocket reimbursements * * *Not significant |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth a reconciliation of the numerator and denominator used to compute basic earnings per share of common stock (in thousands, except for share and per share data). Year Ended December 31, 2022 2021 2020 Numerator Net income (loss) $ 38,406 $ ( 248,919 ) $ ( 16,876 ) Denominator Weighted average shares of common stock - basic 607,760,886 543,558,222 504,115,839 Dilutive effect of stock-based awards 35,080,710 — — Weighted average shares of common stock - diluted 642,841,596 543,558,222 504,115,839 Net income (loss) per share: Basic $ 0.06 $ ( 0.46 ) $ ( 0.03 ) Diluted $ 0.06 $ ( 0.46 ) $ ( 0.03 ) |
Segment Information And Infor_2
Segment Information And Information About Geographic Areas (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2022 2021 2020 United States $ 774,697 $ 680,609 $ 626,101 China 7,751 7,679 6,962 Total revenues $ 782,448 $ 688,288 $ 633,063 |
Schedule of software, equipment and property, net by geographic area | Software, equipment and property, net by geographic area are as follows (in thousands): December 31, 2022 2021 United States $ 146,398 $ 135,784 China 45 61 Total software, equipment and property-net $ 146,443 $ 135,845 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | |||
Advertising Expense | $ 1,100,000 | $ 1,100,000 | $ 1,600,000 |
Impairment of intangible assets, finite lived | $ 0 | $ 0 | $ 0 |
Retroactively restated based on shares [Member] | Prior to Reverse Recapitalization [Member] | |||
Accounting Policies [Line Items] | |||
Exchange Ratio Established In The Business Combination | 1:340.5507 | ||
Technology Company [Member] | |||
Accounting Policies [Line Items] | |||
Equity Method Investment, Ownership Percentage | 7% | 7% | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | |||
Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 10% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | No Single Customer [member] | |||
Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 10% | 10% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | |||
Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 11% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | No Single Customer [member] | |||
Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Property Plant Equipment Estimated Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Computer Equipment [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold Improvements [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of the estimated useful life or life of lease |
Furniture and other equipment [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Database [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 25 years |
Building [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 39 years |
Land [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Indefinite |
Maximum [Member] | Software and Licenses [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Minimum [Member] | Software and Licenses [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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 | |
Common stock reserved for issuance | 140,106,862 | 152,410,225 |
Business acquisition cost of acquired entity transaction costs | $ 1,395 | |
Common stock shares outstanding | 622,072,905 | 609,768,296 |
Dragoneer Growth Opportunities Corp [Member] | ||
Business Acquisition [Line Items] | ||
Business acquisition cost of acquired entity transaction costs | $ 11,100 | |
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 | $ 98,900 | |
Company Earnout Shares [Member] | CCCIS Shareholders [Member] | ||
Business Acquisition [Line Items] | ||
Common stock reserved for issuance | 13,500,000 | |
Company Earnout Shares [Member] | CCCIS Option Holders [Member] | ||
Business Acquisition [Line Items] | ||
Common stock reserved for 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 | |
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 Combination - Summary
Business Combination - Summary of number of shares of common stock outstanding immediately following the Closing (Detail) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Common Stock, Shares, Outstanding | 622,072,905 | 609,768,296 |
Dragoneer Public Shareholder And Sponsor [Member] | ||
Business Acquisition [Line Items] | ||
Issuance of common stock (Shares) | 56,615,002 | |
Sponsor Vesting Shares [Member] | ||
Business Acquisition [Line Items] | ||
Issuance of common stock (Shares) | 8,625,000 | |
Legacy CCC Shareholders [Member] | ||
Business Acquisition [Line Items] | ||
Issuance of common stock (Shares) | 505,430,378 | |
Forward Purchases [Member] | ||
Business Acquisition [Line Items] | ||
Issuance of common stock (Shares) | 17,500,000 | |
PIPE Investors [Member] | ||
Business Acquisition [Line Items] | ||
Issuance of common stock (Shares) | 15,000,000 | |
After The Business Combination [Member] | ||
Business Acquisition [Line Items] | ||
Common Stock, Shares, Outstanding | 603,170,380 |
Business Combination - Scheduel
Business Combination - Scheduel of Reconciliation of Elements of Business Combination to Cash Flows And Mezzanine and Stockholders Equity (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Proceeds from Issuance of Common Stock | $ 0 | $ 1,007 | $ 719 |
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 contibutions 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] | Forward Purchase Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Proceeds from Issuance of Common Stock | 175,000 | ||
Business Combination [Member] | PIPE Financing [Member] | |||
Business Acquisition [Line Items] | |||
Proceeds from Issuance of Common Stock | $ 150,000 |
Business Acquisition - Addition
Business Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 08, 2022 | Dec. 31, 2024 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Total purchase price | $ 32,500 | ||
SafekeepInc [Member] | |||
Business Acquisition [Line Items] | |||
Total purchase price | $ 32,300 | ||
Escrow deposit disbursements related to property acquisition | 6,000 | ||
Fair value of contingent consideration | $ 200 | ||
Fair value of consideration transferred | 32,500 | ||
Transaction costs | $ 1,200 | ||
Estimated useful life | 7 years | ||
Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition potential earn out amount | $ 90,000 |
Business Acquisition - Schedule
Business Acquisition - Schedule of Business Acquisition by Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 08, 2022 | Dec. 31, 2021 | |
Business Combinations [Abstract] | |||
Cash paid through closing | $ 32,300 | ||
Fair value of contingent earnout consideration | 100 | $ 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 | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Combinations [Abstract] | |
Current assets | $ 150 |
Intangible asset-acquired technology | 4,800 |
Total assets acquired | 4,950 |
Current liabilities | 147 |
Deferred tax liabilities | 548 |
Total liabilities assumed | 695 |
Net assets acquired | 4,255 |
Goodwill | 28,245 |
Total purchase price | $ 32,500 |
Revenue - Summarizes Revenue By
Revenue - Summarizes Revenue By Type of Services (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contract With Customer Asset And Liability [Line Items] | |||
Revenue from Contract with Customer, Including Assessed Tax | $ 782,448 | $ 688,288 | $ 633,063 |
Software Subscriptions [Member] | |||
Contract With Customer Asset And Liability [Line Items] | |||
Revenue from Contract with Customer, Including Assessed Tax | 752,505 | 662,300 | 573,608 |
Other Services [Member] | |||
Contract With Customer Asset And Liability [Line Items] | |||
Revenue from Contract with Customer, Including Assessed Tax | $ 29,943 | $ 25,988 | $ 59,455 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |||
Revenue remaining performance obligation amount | $ 1,365 | ||
Revenue remaining performance obligation revenue to be recognized year 2021 | 541 | ||
Revenue remaining performance obligation revenue to be recognized thereafter | 824 | ||
Deferred revenue, revenue recognized | $ 31 | $ 26.5 | $ 25.1 |
Revenue - Summary of Receivable
Revenue - Summary of Receivables Contract Assets and Contract Liabilities from Contracts with Customers (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |||
Accounts receivables-Net of allowances | $ 98,353 | $ 78,793 | $ 74,107 |
Deferred contract costs | 16,556 | 15,069 | 11,917 |
Long-term deferred contract costs | 20,161 | 22,117 | 14,389 |
Other assets (accounts receivable, non-current) | 16,437 | 8,622 | 0 |
Deferred revenues | 35,239 | 31,042 | 26,514 |
Other liabilities (deferred revenues, non-current) | $ 1,240 | $ 1,574 | $ 2,001 |
Revenue - Summary of Deferred C
Revenue - Summary of Deferred Contract Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized Contract Cost [Abstract] | |||
Balance at beginning of period | $ 37,186 | $ 26,306 | $ 23,270 |
Costs amortized | (17,986) | (15,384) | (12,446) |
Additional amounts deferred | 17,517 | 26,264 | 15,482 |
Balance at end of period | 36,717 | 37,186 | 26,306 |
Classified as: | |||
Current | 16,556 | 15,069 | 11,917 |
Non-current | 20,161 | 22,117 | 14,389 |
Total deferred contract costs | $ 36,717 | $ 37,186 | $ 26,306 |
Revenue - Summary of Deferred R
Revenue - Summary of Deferred Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Change in Contract with Customer, Liability [Abstract] | ||||
Balance at beginning of period | $ 32,616 | $ 28,515 | $ 26,256 | |
Revenue recognized | [1] | (380,977) | (334,524) | (305,812) |
Additional amounts deferred | [1] | 384,840 | 338,625 | 308,071 |
Balance at end of period | 36,479 | 32,616 | 28,515 | |
Classified as: | ||||
Current | 35,239 | 31,042 | 26,514 | |
Non-current | 1,240 | 1,574 | 2,001 | |
Total deferred revenue | $ 36,479 | $ 32,616 | $ 28,515 | |
[1] 1 Amounts include total revenue deferred and recognized during each respective period. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Discount rate | 10% | ||
Fair Value Adjustment of Warrants | $ (26,073,000) | $ 64,501,000 | $ 0 |
Asset Impairment Charges | 0 | 0 | $ 0 |
Private Warrants [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair Value Adjustment of Warrants | 2.05 | $ 3.51 | |
Interest Rate Cap [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Assets | $ 12,000,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurement Inputs and Valuation Techniques (Details) - Private Warrants [Member] | Dec. 31, 2022 yr | Dec. 31, 2021 yr |
Expected term (in years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 3.6 | 4.6 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.38 | 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 | 0.0415 | 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 | Dec. 31, 2022 | Dec. 31, 2021 |
Interest Rate Cap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets | $ 12,000 | |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 36,505 | $ 62,478 |
Derivative Assets | $ 11,951 | |
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, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | |
Derivative Liability | $ 100 | |
Fair Value, Recurring [Member] | Interest Rate Cap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets | $ 11,951 | |
Fair Value, Recurring [Member] | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Warrant Liablity | Warrant Liablity |
Derivative Liability | $ 36,405 | $ 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 Assets | 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 Assets | 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 | 36,405 | 62,478 |
Derivative Assets | 11,951 | |
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, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | |
Derivative Assets | $ 11,951 | |
Fair Value, Recurring [Member] | Level 2 | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 36,405 | 62,478 |
Fair Value, Recurring [Member] | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 100 | 0 |
Derivative Assets | 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 | 100 | |
Fair Value, Recurring [Member] | Level 3 | Interest Rate Cap [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Assets | 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 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 792,000 | |
Carrying Amount [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 790,331 | $ 798,073 |
Estimated Fair Value [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 766,260 | $ 799,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Pretax Loss Attributable to Domestic and Foreign Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
Domestic | $ 54,799 | $ (261,900) | $ (15,117) |
Foreign | (4,937) | (13,019) | (6,438) |
Pretax income (loss) | $ 49,862 | $ (274,919) | $ (21,555) |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Income Tax Benefit (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current provision : | |||
Federal | $ 37,470 | $ 15,263 | $ 1,539 |
State | 8,387 | 5,620 | 4,906 |
Total current provision | 45,857 | 20,883 | 6,445 |
Deferred provision (benefit): | |||
Federal | (26,570) | (35,284) | (7,536) |
State | (7,831) | (11,599) | (3,588) |
Foreign | 1,054 | (2,080) | (1,710) |
Change in valuation allowance | (1,054) | 2,080 | 1,710 |
Total deferred benefit | (34,401) | (46,883) | (11,124) |
Total income tax provision (benefit) | $ 11,456 | $ (26,000) | $ (4,679) |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Income Tax Rate Differs From The Federal Statutory Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Federal income tax benefit at statutory rate | $ 10,471 | $ (57,733) | $ (4,527) |
Executive compensation | 12,508 | 25,362 | 0 |
Fair value of warrants | (5,475) | 13,545 | 0 |
Stock-based compensation | (4,074) | (3,647) | (42) |
Research and experimental credit | (3,510) | (2,914) | (3,058) |
Impact of foreign operations | 2,807 | 261 | 122 |
Valuation allowance | (1,054) | 2,080 | 1,572 |
State and local taxes-net of federal income tax effect | 439 | (4,723) | 288 |
Other nondeductible expenses | 344 | 756 | 854 |
Uncertain tax positions | (303) | 594 | 589 |
Foreign rate difference | (182) | (493) | (227) |
Other—net | (515) | 912 | (250) |
Total income tax provision (benefit) | $ 11,456 | $ (26,000) | $ (4,679) |
Federal income tax benefit at statutory rate | 21% | 21% | 21% |
Executive compensation | 25% | (9.20%) | 0% |
Fair value of warrants | (11.00%) | (4.90%) | 0% |
Stock-based compensation | (8.10%) | 1.30% | 0.20% |
Research and experimental credit | (7.00%) | 1.10% | 14.20% |
Impact of foreign operations | 5.60% | (0.10%) | (0.60%) |
Valuation allowance | (2.10%) | (0.80%) | (7.30%) |
State and local taxes-net of federal income tax effect | 0.90% | 1.70% | (1.30%) |
Other nondeductible expenses | 0.70% | (0.30%) | (4.00%) |
Uncertain tax positions | (0.60%) | (0.20%) | (2.70%) |
Foreign rate difference | (0.40%) | 0.20% | 1.10% |
Other-net | (1.00%) | (0.30%) | 1.10% |
Income tax provision (benefit) | 23% | 9.50% | 21.70% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets: | ||
Stock-based compensation | $ 37,156 | $ 39,135 |
Operating lease liabilities | 14,339 | 16,301 |
Accrued compensation | 10,962 | 9,743 |
Net operating losses—foreign | 10,373 | 11,427 |
Capitalized R&E- net of amortization | 10,221 | 0 |
Sales allowances and doubtful accounts | 1,339 | 959 |
Interest expense limitation | 673 | 1,553 |
Net operating losses—domestic (state) | 506 | 733 |
Research and experimental credit | 386 | 1,250 |
Other | 826 | 1,443 |
Total deferred income tax assets | 86,781 | 82,544 |
Valuation allowance for deferred tax asset | (10,373) | (11,427) |
Net deferred income tax assets | 76,408 | 71,117 |
Deferred income tax liabilities: | ||
Intangible asset amortization | 282,032 | 307,654 |
Software, equipment and property depreciation and amortization | 17,628 | 20,313 |
Deferred contract costs | 9,235 | 9,456 |
Operating lease assets | 7,604 | 9,439 |
Interest rate cap | 1,607 | 0 |
Total deferred income tax liabilities | 318,106 | 346,862 |
Net deferred income tax liabilities | $ 241,698 | $ 275,745 |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Change in Unrecognised Tax Benefits Excluding Interest and Penalties (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of year | $ 3,722 | $ 3,045 |
Additions based on tax positions related to the current year | 797 | 663 |
Additions based on adjustments to tax positions related to prior years | 105 | 32 |
Reductions for tax positions of prior years | (901) | (18) |
Balance at end of year | $ 3,723 | $ 3,722 |
Income Taxes - Summary of Major
Income Taxes - Summary of Major Jurisdictions Subject to Examination by the relevant Tax Auhtorities and Open Tax Years (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Maximum [Member] | UNITED STATES | Domestic Tax Authority [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2021 |
Maximum [Member] | UNITED STATES | State and Local Jurisdiction [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2021 |
Maximum [Member] | CHINA | Foreign Tax Authority [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2021 |
Maximum [Member] | CANADA | Foreign Tax Authority [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2021 |
Minimum [Member] | UNITED STATES | Domestic Tax Authority [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2019 |
Minimum [Member] | UNITED STATES | State and Local Jurisdiction [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2019 |
Minimum [Member] | CHINA | Foreign Tax Authority [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2019 |
Minimum [Member] | CANADA | Foreign Tax Authority [Member] | |
Income Tax Contingency [Line Items] | |
Open Tax Year | 2019 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | |||
Income tax payment | $ 55,700 | $ 15,200 | $ 9,500 |
Operating Loss Carryforwards | $ 500 | ||
Unrecognized Tax Benefits, Interest on Income Taxes Expense | 16,800 | ||
Percentage of valuation allowance equal to income tax benefit | 100% | 100% | |
Operating Loss Carryforwards, Limitations on Use | 20-year | ||
Maximum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryforwards Expiration Period | 2027 | ||
Minimum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryforwards Expiration Period | 2023 | ||
Foreign Tax Authority [Member] | |||
Income Tax Disclosure [Line Items] | |||
Valuation allowance decreased | $ 1,000 | $ 2,000 | 1,700 |
Operating Loss Carryforwards, Valuation Allowance | $ 10,400 | 11,400 | |
State and Local Jurisdiction [Member] | Maximum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryforwards Expiration Period | 2041 | ||
State and Local Jurisdiction [Member] | Minimum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Operating Loss Carryforwards Expiration Period | 2035 | ||
Internal Revenue Service I R S [Member] | |||
Income Tax Disclosure [Line Items] | |||
Income tax refund received | $ 89 | $ 16 | $ 10,400 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Accounts receivable | $ 103,692 | $ 82,584 | ||
Allowance for doubtful accounts and sales reserves | (5,339) | (3,791) | $ (4,224) | $ (3,970) |
Accounts receivable--Net | $ 98,353 | $ 78,793 |
Accounts Receivable - Schedul_2
Accounts Receivable - Schedule of Changes to the Allowance for Doubtful Accounts and Sales Reserves (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Balance at beginning of period | $ 3,791 | $ 4,224 | $ 3,970 |
Charges to bad debt and sales reserves | 4,262 | 3,634 | 3,814 |
Write-offs, net | (2,714) | (4,067) | (3,560) |
Balance at end of period | $ 5,339 | $ 3,791 | $ 4,224 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense And Other Assets Current [Line Items] | ||
Prepaid software and equipment maintenance | $ 7,638 | $ 7,593 |
Prepaid SaaS costs | 7,423 | 5,909 |
Prepaid service fees | 5,268 | 8,623 |
Prepaid Insurance | 4,062 | 4,416 |
Non-trade receivables | 690 | 8,321 |
Other | 11,277 | 11,319 |
Total | $ 36,358 | $ 46,181 |
Software, Equipment, And Prop_3
Software, Equipment, And Property - Schedule of Software,Equipment and Property (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total software, equipment, and property | $ 245,477 | $ 217,460 |
Less accumulated depreciation and amortization | (99,034) | (81,615) |
Net software, equipment, and property | 146,443 | 135,845 |
Software, Licenses and Database [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total software, equipment, and property | 175,616 | 140,692 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total software, equipment, and property | 33,043 | 31,635 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total software, equipment, and property | 30,430 | 34,880 |
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 | $ 1,478 | $ 5,343 |
Software, Equipment, And Prop_4
Software, Equipment, And Property - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 27.9 | $ 24.5 | $ 17.7 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Jan. 01, 2021 | |
Leases [Line Items] | |||||
Operating lease rental expenses net | $ 9,700 | ||||
Operating Lease, Right-of-Use Asset | $ 32,874 | $ 32,874 | $ 37,234 | $ 47,100 | |
Operating Lease, Liability | $ 59,729 | 59,729 | $ 53,000 | ||
Lease termination fee | 3,800 | ||||
Loss on lease termination | $ (3,100) | ||||
Lessee, Operating Lease, Description | In December 2022, the Company terminated a corporate office lease which otherwise would have expired in March 2026. | ||||
General and Administrative Expense [Member] | |||||
Leases [Line Items] | |||||
Loss on lease termination | $ (3,100) | ||||
Corporate Office [Member] | |||||
Leases [Line Items] | |||||
Lease termination fee | $ 3,800 | ||||
Maximum [Member] | Office Space and Data Center Facilities [Member] | |||||
Leases [Line Items] | |||||
Operating lease term | 17 years | 17 years | |||
Operating lease term extension | 5 years | 5 years | |||
Maximum [Member] | Equipment Leases [Member] | |||||
Leases [Line Items] | |||||
Operating lease term | 3 years | 3 years | |||
Minimum [Member] | Office Space and Data Center Facilities [Member] | |||||
Leases [Line Items] | |||||
Operating lease term | 1 year | 1 year | |||
Operating lease term extension | 3 years | 3 years | |||
Minimum [Member] | Equipment Leases [Member] | |||||
Leases [Line Items] | |||||
Operating lease term | 1 year | 1 year |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Line Items] | ||
Operating lease costs | $ 12,390 | $ 16,386 |
Variable lease costs | 2,319 | 2,110 |
Total lease costs | $ 14,709 | $ 18,496 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow and Other Information Related to Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Line Items] | ||
Weighted-average remaining lease term (years) | 13 years 7 months 6 days | 12 years 10 months 24 days |
Weighted-average discount rate | 6.40% | 6.30% |
Cash payments for operating leases | $ 11,933 | $ 11,403 |
Operating lease assets obtained in exchange for lease liabilities | $ 2,825 | $ 2,876 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2021 |
Leases [Line Items] | ||
2023 | $ 5,737 | |
2024 | 7,030 | |
2025 | 7,204 | |
2026 | 7,243 | |
2027 | 5,438 | |
Thereafter | 57,491 | |
Total lease payments | 90,143 | |
Less: Interest | (30,414) | |
Total | $ 59,729 | $ 53,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
GOODWILL | $ 1,495,129,000 | $ 1,466,884,000 | ||
Amortization of Intangible Assets | 72,278,000 | 72,358,000 | $ 72,310,000 | |
Subsidiaries [Member] | ||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Goodwill impairment | 0 | 0 | 0 | |
GOODWILL | 0 | 0 | 0 | |
Amortization of Intangible Assets | 99,200,000 | $ 98,700,000 | $ 98,600,000 | |
China | ||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Goodwill impairment | $ 0 | |||
Acquired Technologies [Member] | Subsidiaries [Member] | ||||
Goodwill And Intangible Assets Disclosure [Line Items] | ||||
Acquired intangible assets | $ 4,800,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Gross Amount, Accumulated Impairment Loss, and Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross Amount | $ 1,520,926 | $ 1,492,681 |
Accumulated Impairment Loss | (25,797) | (25,797) |
Carrying Amount | $ 1,495,129 | $ 1,466,884 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Changes in the Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill [Line Items] | ||
Carrying Amount | $ 1,495,129 | $ 1,466,884 |
SafekeepInc [Member] | ||
Goodwill [Line Items] | ||
Carrying Amount | $ 28,245 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Intangible Assets Balance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,487,700 | $ 1,483,194 |
Accumulated Amortization | (559,351) | (460,415) |
Net Carrying Amount | 928,349 | 1,022,779 |
Intangible assets, Gross Carrying Amount | 1,678,170 | 1,673,664 |
Intangible assets, Net Carrying Amount | 1,118,819 | 1,213,249 |
Trademarks—indefinite life, Accumulated Amortization | (559,351) | (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 3 months 18 days | 13 years 3 months 18 days |
Gross Carrying Amount | $ 1,299,750 | $ 1,299,750 |
Accumulated Amortization | (410,095) | (337,831) |
Net Carrying Amount | $ 889,655 | $ 961,919 |
Acquired Technologies [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Weighted- Average Remaining Useful Life (Years) | 1 year 9 months 18 days | 2 years 3 months 18 days |
Gross Carrying Amount | $ 187,950 | $ 183,164 |
Accumulated Amortization | (149,256) | (122,318) |
Net Carrying Amount | $ 38,694 | $ 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 | Customer Relationships [Member] | Maximum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 18 years | 18 years |
Subsidiaries | Customer Relationships [Member] | Minimum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 16 years | 16 years |
Subsidiaries | Acquired Technologies [Member] | Maximum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 7 years | 7 years |
Subsidiaries | Acquired Technologies [Member] | Minimum [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 3 years | 3 years |
Subsidiaries | Favorable Lease Terms [Member] | ||
Schedule Of Intangible Assets [Line Items] | ||
Estimated Useful Life (Years) | 6 years |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Future Amortization Expense for Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | ||
2023 | $ 99,003 | |
2024 | 81,417 | |
2025 | 72,949 | |
2026 | 72,949 | |
2027 | 72,949 | |
Thereafter | 529,082 | |
Total | $ 928,349 | $ 1,022,779 |
Equity Method Investment - Summ
Equity Method Investment - Summary of Change in the Carrying Value of the Investment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment carrying value | $ 10,228 | ||
Cash contributions | 0 | $ 10,228 | $ 0 |
Equity method investment carrying value | 10,228 | 10,228 | |
Technology Company [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment carrying value | 10,228 | 0 | |
Cash contributions | 10,228 | ||
Equity method investment carrying value | $ 10,228 | $ 10,228 | $ 0 |
Equity Method Investment - Addi
Equity Method Investment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||
Purchase of equity method investment | $ 0 | $ 10,228 | $ 0 |
Technology Company [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Purchase of equity method investment | $ 10,228 | ||
Equity Method Investment, Ownership Percentage | 7% | 7% | |
Subsidiaries [Member] | Technology Company [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Purchase of equity method investment | $ 10,200 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Abstract] | ||
Compensation | $ 53,530 | $ 49,510 |
Royalties and licenses | 3,832 | 2,640 |
Software license agreements | 3,243 | 3,265 |
Sales tax | 2,615 | 2,296 |
Employee insurance benefits | 2,749 | 2,443 |
Professional services | 1,877 | 2,371 |
Other | 3,599 | 4,166 |
Total | $ 71,445 | $ 66,691 |
Other Liabilities - Summary of
Other Liabilities - Summary of Other Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Feb. 08, 2022 | Dec. 31, 2021 |
Other Liabilities, Noncurrent [Abstract] | |||
Software license agreements | $ 1,208 | $ 4,211 | |
Deferred revenue-non-current | 1,240 | 1,574 | |
Contingent consideration | 100 | $ 200 | 0 |
Other | 110 | 0 | |
Total | $ 2,658 | $ 5,785 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Long-term debt—discount | $ (1,669) | $ (1,926) | $ (2,788) |
Long-term debt—deferred financing fees | (10,485) | (12,363) | $ (16,134) |
Long-term debt—net of discount & fees | 792,000 | ||
Less: Current portion | (8,000) | (8,000) | |
Total long-term debt—net of current portion | 774,132 | 780,610 | |
Term B Loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 792,000 | 800,000 | |
Long-term debt—discount | (1,669) | (1,926) | |
Long-term debt—deferred financing fees | (8,199) | (9,464) | |
Long-term debt—net of discount & fees | $ 782,132 | $ 788,610 |
Long-Term Debt - Summary of Deb
Long-Term Debt - Summary of Debt Deferred Financing Fees And Discount (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Issuance Costs, Net [Abstract] | |||
Deferred Financing Fees, Beginning balance | $ 12,363 | $ 16,134 | |
Fees written off of due to early extinguishment of debt | (12,982) | ||
Payment of fees and discount | 12,893 | ||
Amortization of fees and discount | (1,878) | (3,682) | $ (4,630) |
Deferred Financing Fees, Ending balance | 10,485 | 12,363 | 16,134 |
Debt Instrument, Unamortized Discount [Abstract] | |||
Discount (contra debt), Beginning balance | 1,926 | 2,788 | |
Fees written off of due to early extinguishment of debt | (2,258) | ||
Payment of fees and discount | 2,000 | ||
Amortization of fees and discount | (257) | (604) | (738) |
Discount (contra debt), Ending balance | $ 1,669 | $ 1,926 | $ 2,788 |
Long-Term Debt - Summary of Agg
Long-Term Debt - Summary of Aggregate Maturities Of Our Long-Term Debt (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
2023 | $ 8,000 |
2024 | 8,000 |
2025 | 8,000 |
2026 | 8,000 |
2027 | 8,000 |
Thereafter | 752,000 |
Total | $ 792,000 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 30, 2021 USD ($) | Apr. 30, 2021 USD ($) | Mar. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Gain (Loss) on Extinguishment of Debt | $ 0 | $ (15,240) | $ (8,615) | |||||
Proceeds from issuance of long-term debt | 0 | 789,927 | 369,792 | |||||
Debt instrument, unamortized discount | 1,669 | 1,926 | 2,788 | |||||
Debt issuance costs, net | 10,485 | 12,363 | 16,134 | |||||
Debt instrument, annual principal payment | $ 525,000 | |||||||
Long-term debt | 792,000 | |||||||
Long-term Debt, Current Maturities | 8,000 | 8,000 | ||||||
Repayment of long term debt | $ 8,000 | 1,336,153 | 388,846 | |||||
Fed Funds Effective Rate Overnight Index Swap Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread on variable rate | 0.50% | |||||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread on variable rate | 1% | |||||||
Interest Rate Swap [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, expiration period | 6 months | |||||||
Payments for extinguish the interest rate swaps | $ 10,000 | |||||||
Interest Rate Cap [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Derivative Assets | 12,000 | |||||||
First Lien Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs, net | 3,400 | |||||||
Line of credit facility, periodic payment, principal | $ 3,500 | |||||||
First Lien Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain (Loss) on Extinguishment of Debt | (9,200) | |||||||
Debt issuance costs, net | $ 27,600 | |||||||
Percentage of aggregate commitments on borrowings | 35% | |||||||
Second Lien Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain (Loss) on Extinguishment of Debt | 8,600 | |||||||
Proceeds from issuance of long-term debt | 372,200 | |||||||
Debt instrument, unamortized discount | 2,800 | |||||||
Line of credit facility, maximum borrowing capacity | 375,000 | |||||||
Two Thousand and Twenty one Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of long-term debt | 798,000 | |||||||
Line of credit facility, maximum borrowing capacity | $ 75,000 | |||||||
Percentage of aggregate commitments on borrowings | 35% | |||||||
Leverage ratio | 0.035 | |||||||
Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt floor rate percentage | 0.50% | |||||||
Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio | 8.30 | |||||||
Maximum [Member] | Two Thousand and Twenty one Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio | 0.0625 | |||||||
Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio | 1 | |||||||
Minimum [Member] | Two Thousand and Twenty one Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio | 0.0100 | |||||||
First Lien Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain (Loss) on Extinguishment of Debt | $ 15,200 | |||||||
Debt instrument, annual principal payment | $ 21,900 | $ 1,500 | ||||||
Percentage of annual excess cash flow on line of credit | 50% | |||||||
Weighted average interest rate of debt outstanding | 4.10% | 4.20% | ||||||
Interest Expense, Debt | $ 36,100 | $ 53,600 | ||||||
Repayment of long term debt | $ 804,200 | |||||||
First Lien Term Loan [Member] | First Lien Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term line of credit | $ 1,000,000 | |||||||
Proceeds from issuance of long-term debt | 997,500 | |||||||
Debt instrument, unamortized discount | $ 2,500 | |||||||
First Lien Term Loan [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 3% | |||||||
Dollar Revolving Credit Facility [Member] | First Lien Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term line of credit | $ 65,000 | |||||||
Multicurrency Revolving Credit Facility [Member] | First Lien Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term line of credit | $ 35,000 | |||||||
First Lien Revolvers [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
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 | |||||||
Incremental Term Loan [Member] | First Lien Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term line of credit | 375,000 | |||||||
Proceeds from issuance of long-term debt | 373,100 | |||||||
Debt instrument, unamortized discount | 1,900 | |||||||
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 | |||||||
First Lien Revolvers Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 65,000 | |||||||
Twenty Twenty Refinancing [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs, net | 8,900 | |||||||
Unamortized financing costs | $ 6,600 | |||||||
Second Lien Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Interest Rate at Period End | 6.75% | |||||||
Weighted average interest rate of debt outstanding | 8.60% | |||||||
Interest Expense, Debt | $ 4,000 | |||||||
Term B Loan [Member] | Two Thousand and Twenty one Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term line of credit | $ 800,000 | |||||||
Debt instrument, unamortized discount | 2,000 | |||||||
Debt issuance costs, net | 9,800 | |||||||
Line of credit facility, periodic payment, principal | $ 2,000 | |||||||
Debt instrument, annual principal payment | $ 0 | |||||||
Percentage of annual excess cash flow on line of credit | 50% | |||||||
Long-term debt | $ 792,000 | $ 800,000 | ||||||
Line of Credit Facility, Commitment Fee Percentage | 0.50% | |||||||
Weighted average interest rate of debt outstanding | 4.20% | 3% | ||||||
Interest Expense, Debt | $ 33,500 | $ 6,700 | ||||||
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] | Second Lien Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs, net | 2,300 | 2,900 | ||||||
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 | |||||||
Line of credit facility, expiration period | 4 years 1 month 9 days | |||||||
Debt issuance costs, net | $ 3,100 | |||||||
Line of Credit Facility, Current Borrowing Capacity | $ 249,300 | $ 249,300 | ||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt floor rate percentage | 0% | |||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread on variable rate | 1.50% | |||||||
Revolving Credit Facility [Member] | Eurodollar [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument basis spread on variable rate | 1% |
Long-Term Licensing Agreement -
Long-Term Licensing Agreement - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2019 | |
LongTerm Licensing Agreement [Line Items] | |||||
Contract with customer, liability | $ 36,479 | $ 32,616 | $ 28,515 | $ 26,256 | |
Debt instrument, unamortized discount | 1,669 | 1,926 | 2,788 | ||
Licensing Agreement [Member] | |||||
LongTerm Licensing Agreement [Line Items] | |||||
Effective interest rate during the period | 6.25% | ||||
Line of credit facility, annual principal payment | $ 1,200 | ||||
Contract with customer, liability | 33,600 | 36,300 | 45,600 | ||
Debt issuance costs, current | 2,900 | 2,700 | $ 23,200 | ||
Interest expense, debt | 2,200 | 2,400 | $ 2,500 | ||
Debt instrument, unamortized discount | $ 10,600 | $ 12,800 |
Long-Term Licensing Agreement_2
Long-Term Licensing Agreement - Summary Of Principal Amounts Due In Each Of The Next Five Years (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
LongTerm Licensing Agreement [Line Items] | |
2023 | $ 25,510 |
2024 | 18,426 |
2025 | 14,099 |
2026 | 12,456 |
2027 | 11,451 |
Thereafter | 39,600 |
Total | 121,542 |
Subsidiaries [Member] | |
LongTerm Licensing Agreement [Line Items] | |
2023 | 2,876 |
2024 | 3,061 |
2025 | 3,257 |
2026 | 3,466 |
2027 | 3,689 |
Thereafter | 17,279 |
Total | $ 33,628 |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Mar. 12, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Noncontrolling Interest [Line Items] | ||||
Stock issued during period, value, new issues | $ 109,387 | $ 1,007 | $ 1,560 | |
Percentage of compound interest per annum on the preferred share issue price | 10% | |||
Redeemable noncontrolling interest, equity, carrying amount | $ 14,179 | $ 14,179 | ||
Series A Preferred Stock [Member] | CCC Cayman [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Stock issued during period, shares, new issues | 1,818 | |||
Shares issued, price per share | $ 7,854 | |||
Stock issued during period, value, new issues | $ 14,200 | |||
Percentage of shares reserved for issuance under employee incentive plan | 9.10% | 8.60% | ||
Preferred stock, dividend rate, percentage | 8% | |||
Series A Preferred Stock [Member] | CCC Cayman [Member] | Ownership Interest [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Ownership percentage by noncontrolling owners | 10.70% | 10% |
Capital Stock - Additional Info
Capital Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Feb. 28, 2022 | Aug. 03, 2021 | Mar. 17, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Feb. 29, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | 622,072,905 | 609,768,296 | |||||||
Common stock shares outstanding | 622,072,905 | 609,768,296 | |||||||
Stock issued during the period shares stock options exercised | 10,081,164 | 1,924,063 | 476,090 | ||||||
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 | ||||||||
Strike price reduction per option | $ 66.40 | ||||||||
Deemed distribution to CCCIS option holders | $ 0 | $ 9,006 | $ 0 | ||||||
Executive Officer [Member] | Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during the period shares stock options exercised | 883,729 | 340,551 | |||||||
Allocated share based compensation | $ 8,000 | $ 1,600 | |||||||
Director [Member] | Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during the period shares stock options exercised | 110,679 | ||||||||
Allocated share based compensation | $ 1,000 | ||||||||
Common Class A [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock par or stated value per share | $ 0.0001 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CCC 401(k) Retirement Savings and Investment Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Cost | $ 6.1 | $ 5.3 | $ 4.6 |
Stock Incentive Plans - Summary
Stock Incentive Plans - Summary Of Shares Of Common Stock Reserved For Future Issuance under the Plan (Detail) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 140,106,862 | 152,410,225 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 45,249,260 | 55,644,495 |
Restricted Stock Units R S U [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 31,288,688 | 18,558,211 |
Restricted Stock Units Available For Future Grant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 57,946,089 | 72,175,815 |
Reserved For Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 5,622,825 | 6,031,704 |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 2 years 9 months 18 days | 2 years 2 months 12 days | |
Expected volatility | 35% | 35% | |
Expected dividend yield | 0% | 0% | |
Risk-free interest rate | 2.28% | 0.51% | |
Time Based Vesting Conditions [Member] | Share-based Payment Arrangement, Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 6 months | 6 years 6 months | |
Expected volatility | 40% | 40% | |
Expected dividend yield | 0% | 0% | |
Risk-free interest rate minimum | 0.62% | 0.39% | |
Risk-free interest rate maximum | 0.67% | 0.45% | |
Performance And Market Based Vesting Conditions [Member] | Share-based Payment Arrangement, Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 6 months | 5 years 6 months | |
Expected volatility | 33% | 33% | |
Expected dividend yield | 0% | 0% | |
Risk-free interest rate | 0.44% | 0.44% | |
2021 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% | ||
Cayman Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 3 months | ||
Expected volatility | 40% | ||
Expected dividend yield | 0% | ||
Risk-free interest rate | 3.50% |
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 ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 109,497 | $ 261,995 | $ 11,336 |
Cost of Revenues [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | 5,812 | 13,644 | 494 |
Research and development [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | 19,536 | 40,681 | 1,174 |
Sales and marketing [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | 25,309 | 65,045 | 2,024 |
General and administrative [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 58,840 | $ 142,625 | $ 7,644 |
Stock Incentive Plans - Summa_3
Stock Incentive Plans - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Shares - Beginning Balance | 55,644,495 | 55,570,039 | 52,720,652 | |
Shares - Granted | 2,822,484 | 4,210,228 | ||
Shares - Exercised | (10,081,164) | (1,924,063) | (476,090) | |
Shares - Forfeited and canceled | (314,071) | (823,965) | (884,751) | |
Shares - Ending Balance | 45,249,260 | 55,644,495 | 55,570,039 | 52,720,652 |
Shares - Exercisable | 41,637,338 | |||
Shares - Vested and expected to vest | 45,042,410 | |||
Weighted- Average Exercise Price - Beginning Balance | $ 2.95 | $ 3.03 | $ 2.91 | |
Weighted- Average Exercise Price - Granted | 8.58 | 4.58 | ||
Weighted- Average Exercise Price - Exercised | 2.74 | 2.70 | 2.85 | |
Weighted- Average Exercise Price - Forfeited and canceled | 4.46 | 3.66 | 3.02 | |
Weighted- Average Exercise Price - Ending Balance | 2.99 | $ 2.95 | $ 3.03 | $ 2.91 |
Weighted- Average Exercise Price - Exercisable | 2.74 | |||
Weighted- Average Exercise Price - Vested and expected to vest | $ 2.97 | |||
Weighted-Average Remaining Contractual Life (in years) | 4 years 10 months 24 days | 6 years | 6 years 10 months 24 days | 7 years 8 months 12 days |
Weighted-Average Remaining Contractual Life (in years) - Exercisable | 4 years 8 months 12 days | |||
Weighted-Average Remaining Contractual Life (in years) - Vested and expected to vest | 4 years 10 months 24 days | |||
Aggregate Intrinsic Value - Beginning Balance | $ 469,591 | $ 337,358 | $ 88,271 | |
Aggregate Intrinsic Value - Ending Balance | 258,470 | $ 469,591 | $ 337,358 | $ 88,271 |
Aggregate Intrinsic Value - Exercisable | 248,307 | |||
Aggregate Intrinsic Value - Vested and expected to vest | $ 257,911 |
Stock Incentive Plans - Summa_4
Stock Incentive Plans - Summary Of Restricted stock units Activity (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested RSUs - Begining Balance | 18,558,211 | 0 |
Granted | 16,426,878 | 18,677,411 |
Vested | (2,324,324) | |
Canceled | (1,372,077) | (119,200) |
Non-vested RSUs - Ending Balance | 31,288,688 | 18,558,211 |
Non-vested RSUs - Begining Balance | $ 10.74 | $ 0 |
Granted | 10.07 | 10.74 |
Vested | 11.22 | |
Canceled | 10.93 | 11.59 |
Non-vested RSUs - Ending Balance | $ 10.34 | $ 10.74 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted | 16,426,878 | 18,677,411 |
Stock Incentive Plans - Additio
Stock Incentive Plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Oct. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,822,484 | 4,210,228 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 41,637,338 | |||
Share based compensation by share based arrangement equity instruments other than options granted during the period | 16,426,878 | 18,677,411 | ||
Share based compensation by share based award weighted average grant date fair value of options granted during the period | $ 10.07 | $ 10.74 | ||
Share based compensation by share based award options excercised shares issued net of tax witholding obligation | 10,074,354 | 1,922,019 | 330,675 | |
Share based compensation by share based arrangement options vested during the period aggregate fair value | $ 8.8 | |||
Share based compensation by share based arrangement unrecognised compensation for options unvested | $ 71.2 | |||
Share based compensation by share based arrangement unrecognised compensation for options unvested remaining period for recognition | 1 year 4 months 24 days | |||
Common stock reserved for issuance | 140,106,862 | 152,410,225 | ||
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 Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,081,164 | 1,924,063 | 476,090 | |
Shares Paid For Tax Witholding For Share Based Compensation | 6,810 | 2,044 | 145,415 | |
Two Thousand and Twenty One Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock shares reserved for future issuance increase on the first day of fiscal year by number of shares percentage of total number of shares of common stock outstanding | 5% | |||
2021 Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 5,622,825 | 6,031,704 | ||
Number of shares sold under plan | 408,879 | |||
2021 Employee Stock Purchase Plan [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage Of Rate Of Payroll Deduction Of Compensation Of Eligible Employees | 15% | |||
2021 Employee Stock Purchase Plan [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage Of Rate Of Payroll Deduction Of Compensation Of Eligible Employees | 1% | |||
Threshold Percentage Of Lessor Of The Fair Market Value Of Common Stock To Purchase Price Of Shares Of Common Stock Purchased Under Plan | 85% | |||
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% | |||
Cayman Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 3,000,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,303,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 1,303,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 | |||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 45,249,260 | 55,644,495 | ||
Employee Stock Option [Member] | Time Based Vesting Conditions [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average grant date fair value | $ 3.67 | $ 1.83 | ||
Employee Stock Option [Member] | Performance And Market Based Vesting Conditions [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average grant date fair value | $ 0.88 | $ 0.88 | ||
Phantom Share Units (PSUs) [Member] | Two Thousand Seventeen Stock Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested shares settled in cash amount | $ 10.2 | |||
Phantom Share Units (PSUs) [Member] | Phantom Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Additional stock based compensation | 6 | |||
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 | |||
Company Earnout Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share based compensation expense | $ 19.5 | |||
Number of additional shares | 13,500,000 | 1,500,000 | ||
Restricted Stock Units R S U [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation by share based arrangement equity instruments other than options granted during the period | 16,426,878 | 18,677,411 | ||
Common stock reserved for issuance | 31,288,688 | 18,558,211 | ||
Restricted Stock Units R S U [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 equity instruments other than options granted during the period | 783,896 | 5,473,691 | ||
Restricted Stock Units R S U [Member] | Time Based Vesting Requirements [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation by share based arrangement equity instruments other than options granted during the period | 14,859,033 | 7,730,019 | ||
Restricted Stock Units R S U [Member] | Performance Based Vesting Requirements [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation by share based arrangement equity instruments other than options granted during the period | 783,949 | 5,473,701 | ||
Common Class B [Member] | Two Thousand Seventeen Stock Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,822,484 | |||
Common Class B [Member] | Time Based Vesting Conditions [Member] | Two Thousand Seventeen Stock Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,754,374 | |||
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 | 2 years 9 months 18 days | |||
Common Class B [Member] | Performance And Market Based Vesting Conditions [Member] | Two Thousand Seventeen Stock Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 68,110 | |||
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 | $ 168.5 | |||
Common Class B [Member] | Phantom Share Units (PSUs) [Member] | General and administrative [Member] | Two Thousand Seventeen Stock Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share based compensation expense | $ 7 | $ 2.2 | ||
Share Price Greater Than or Equal to Usd Fifteen Per Share [Member] | Company Earnout Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [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 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Long Term Purchasing Agreement Relating To Licensing Data Used [Member] | |
Other Commitments [Line Items] | |
Long term purchase commitment month of expiry | 2031 |
Commitments - Schedule of Contr
Commitments - Schedule of Contractual Obligation Fiscal Year Maturity (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 25,510 |
2024 | 18,426 |
2025 | 14,099 |
2026 | 12,456 |
2027 | 11,451 |
Thereafter | 39,600 |
Total | $ 121,542 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Nov. 29, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||||
Exercise price | $ 11.50 | |||
Warrants expire date | Jul. 30, 2026 | |||
Change in fair value of warrant liabilities | $ (26,073,000) | $ 64,501,000 | $ 0 | |
Warrant liabilities | $ 36,405,000 | 62,478,000 | ||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Aug. 29, 2021 | |||
Class Of Warrant Or Rights Date From Which Warrants Or Rights Exercisable Expired | Jul. 30, 2026 | |||
Class or warrant issued price per share | $ 0.10 | |||
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 | |||
Class Of Warrants and Rights Issued During the Period | 15,876,341 | |||
Payment for Redemption of warrants | $ 100,000 | |||
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] | ||||
Number of shares issued in exchange of warrants | 4,826,339 | |||
Private Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding | 17,800,000 | 17,800,000 | ||
Change in fair value of warrant liabilities | $ 2.05 | $ 3.51 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Purchase of equity method investment | $ 0 | $ 10,228 | $ 0 |
Technology Company [Member] | |||
Purchase of equity method investment | $ 10,228 | ||
Equity Method Investment, Ownership Percentage | 7% | 7% | |
Fees and Expenses [Member] | |||
Revenue | $ 200 | ||
Investee [Member] | |||
Purchase of equity method investment | $ 10,000 | ||
Common Stock [Member] | Director [Member] | |||
Stock issued during period, shares, issued for services | 110,679 | ||
Stock issued during period, value, issued for services | $ 1,000 |
Related Parties - Schedule of R
Related Parties - Schedule of Revenues, Expenses and Amount Receivable with Entities Affiliated with Principal Owners (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Credit Card Processing [Member] | |||
Related Party Transaction [Line Items] | |||
Revenues | $ 811 | $ 399 | |
Employee Health Insurance Benefits [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses | 3,166 | 3,228 | |
Payables | 501 | 232 | |
Human Resource Support Services [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses | 237 | 242 | $ 246 |
Board of Director Fees for Services Including Related Travel and Out-of-Pocket Reimbursements [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses | 131 | 204 | $ 186 |
Sales Tax Processing Services [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses | $ 561 | $ 286 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from the computation of earnings per share | 8,108,217 | 32,061,021 | 15,632,980 |
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | |||
Net (loss) income | $ 38,406 | $ (248,919) | $ (16,876) |
Denominator | |||
Weighted average shares of common stock - basic | 607,760,886 | 543,558,222 | 504,115,839 |
Dilutive effect of stock-based awards | $ 35,080,710 | $ 0 | $ 0 |
Weighted average shares of common stock - diluted | 642,841,596 | 543,558,222 | 504,115,839 |
Net income (loss) per share: | |||
Basic | $ 0.06 | $ (0.46) | $ (0.03) |
Diluted | $ 0.06 | $ (0.46) | $ (0.03) |
Segment Information And Infor_3
Segment Information And Information About Geographic Areas - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues, Total | $ 782,448 | $ 688,288 | $ 633,063 |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue from Contract with Customer By Geographic Area | 774,697 | 680,609 | 626,101 |
China [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue from Contract with Customer By Geographic Area | $ 7,751 | $ 7,679 | $ 6,962 |
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net software, equipment, and property | $ 146,443 | $ 135,845 |
Americas [Member] | Property Plant And Equipment Net [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 146,398 | 135,784 |
China [Member] | Property Plant And Equipment Net [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 45 | $ 61 |
Divestiture - Additional Inform
Divestiture - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain from the divestiture. | $ 600 | ||
Gain loss on divestiture of business | $ 0 | $ 600 | $ 3,800 |
General and Administrative Expense [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain loss on divestiture of business | 3,800 | ||
Asset Purchase Agreement [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Consideration Received On Divestiture | 3,800 | ||
Contingent consideration included in consideration received | $ 1,800 |