Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 04, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40680 | ||
Entity Registrant Name | MeridianLink, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-4844620 | ||
Entity Address, Address Line One | 3560 Hyland Avenue | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Costa Mesa | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92626 | ||
City Area Code | 714 | ||
Local Phone Number | 708-6950 | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | ||
Trading Symbol | MLNK | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 80,519,240 | ||
Documents Incorporated by Reference | Certain information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the annual meeting of stockholders to be held in 2022, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates. | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001834494 | ||
Entity Public Float | $ 0 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | BDO USA, LLP |
Auditor Location | Costa Mesa, California |
Auditor Firm ID | 243 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 113,645 | $ 37,739 |
Restricted cash | 0 | 2,142 |
Accounts receivable, net of allowance for doubtful accounts | 24,913 | 22,358 |
Prepaid expenses and other current assets | 9,398 | 5,812 |
Related party receivable from sellers of MeridianLink | 0 | 4,123 |
Total current assets | 147,956 | 72,174 |
Property and equipment, net | 5,989 | 7,600 |
Intangible assets, net | 298,597 | 328,032 |
Deferred tax assets, net | 4,286 | 9,484 |
Goodwill | 564,799 | 542,965 |
Other assets | 4,266 | 3,450 |
Total assets | 1,025,893 | 963,705 |
Current liabilities: | ||
Accounts payable | 2,335 | 2,257 |
Accrued liabilities | 24,667 | 21,070 |
Deferred revenue | 14,707 | 10,873 |
TazWorks, LLC purchase liability | 0 | 85,646 |
Related party liability due to sellers of MeridianLink | 0 | 30,000 |
Current portion of long-term debt, net of debt issuance costs | 2,139 | 2,955 |
Total current liabilities | 43,848 | 152,801 |
Long-term debt, net of debt issuance costs | 425,371 | 516,877 |
Deferred rent | 396 | 543 |
Total liabilities | 469,615 | 670,221 |
Commitments and contingencies (Note 4) | ||
Class A preferred units, no par value; unlimited units authorized, 319,913 units issued and outstanding at December 31, 2020; liquidation preference of $402,607 at December 31, 2020 | 319,913 | |
Stockholders’ Equity/Members’ Deficit | ||
Preferred stock, $0.001 par value; 50,000,000 shares authorized at December 31, 2021; zero shares issued and outstanding at December 31, 2021 | 0 | |
Common stock, $0.001 par value; 600,000,000 shares authorized, 79,734,984 shares issued and outstanding at December 31, 2021 | 88 | |
Class B common units, no par value; unlimited units authorized, 51,492,805 units issued and outstanding at December 31, 2020 | 0 | |
Additional paid-in capital | 596,542 | 3,909 |
Accumulated deficit | (40,352) | (30,338) |
Total stockholders' equity | 556,278 | |
Total members' deficit | (26,429) | |
Total liabilities, preferred units, and stockholders’ equity/members’ deficit | $ 1,025,893 | $ 963,705 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 50,000,000 | |
Preferred sock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Common stock, par value (in dollars per share) | $ 0.001 | |
Common stock, shares authorized (in shares) | 600,000,000 | |
Common stock, shares issued (in shares) | 79,734,984 | |
Common stock, shares outstanding (in shares) | 79,734,984 | |
Class A Preferred Units | ||
Preferred units, units issued (in shares) | 319,913 | |
Preferred units, units outstanding (in shares) | 0 | 319,913 |
Preferred units, liquidation preference | $ 402,607 | |
Class B Common Units | ||
Common units, units issued (in shares) | 51,492,805 | |
Common units, units outstanding (in shares) | 51,492,805 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenues, net | $ 267,676 | $ 199,340 | $ 152,731 |
Cost of revenues: | |||
Subscription and services | 77,103 | 49,480 | 39,551 |
Amortization of developed technology | 12,519 | 8,874 | 7,771 |
Total cost of revenues | 89,622 | 58,354 | 47,322 |
Gross profit | 178,054 | 140,986 | 105,409 |
Operating expenses: | |||
General and administrative | 85,160 | 54,640 | 59,536 |
Research and development | 36,336 | 18,691 | 15,966 |
Sales and marketing | 18,122 | 9,371 | 9,589 |
Loss on termination of financing obligation due to related party | 0 | 5,755 | 0 |
Impairment of trademarks | 0 | 5,362 | 0 |
Acquisition related costs | 781 | 1,579 | 0 |
Total operating expenses | 140,399 | 95,398 | 85,091 |
Operating income | 37,655 | 45,588 | 20,318 |
Other (income) expense, net: | |||
Other income | (49) | (41) | (16) |
Interest expense, net | 32,615 | 34,686 | 38,053 |
Loss on debt repayment and extinguishment | 9,944 | 0 | 0 |
Total other expense, net | 42,510 | 34,645 | 38,037 |
Income (loss) before provision for income taxes | (4,855) | 10,943 | (17,719) |
Provision for (benefit from) income taxes | 5,141 | 1,792 | (5,115) |
Net income (loss) | (9,996) | 9,151 | (12,604) |
Class A preferred return | (20,944) | (34,411) | (31,460) |
Net loss attributable to common stockholders, basic | (30,940) | (25,260) | (44,064) |
Net loss attributable to common stockholders, diluted | $ (30,940) | $ (25,260) | $ (44,064) |
Weighted average common stock outstanding - basic (in shares) | 63,813,770 | 51,153,041 | 49,949,858 |
Weighted average common stock outstanding - diluted (in shares) | 63,813,770 | 51,153,041 | 49,949,858 |
Net loss per share - basic (in dollars per share) | $ (0.48) | $ (0.49) | $ (0.88) |
Net loss per share - diluted (in dollars per share) | $ (0.48) | $ (0.49) | $ (0.88) |
Consolidated Statements of Pref
Consolidated Statements of Preferred Units and Stockholders' Equity / Members' Deficit - USD ($) | Total | Restricted stock awards | Common Stock | Common StockRestricted stock awards | Common StockRestricted stock units | Additional paid-in capital | Additional paid-in capitalRestricted stock awards | Accumulated deficit | Class A Preferred Units | Class B Common UnitsCommon Stock | Class B Common UnitsCommon StockRestricted stock awards |
Beginning balance (in shares) at Dec. 31, 2018 | 321,173 | ||||||||||
Beginning balance at Dec. 31, 2018 | $ 321,173,000 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Repurchase of vested units (in shares) | (353) | (340,675) | |||||||||
Repurchase of vested units | $ (2,029,000) | $ (353,000) | $ (2,029,000) | ||||||||
Ending balance (in shares) at Dec. 31, 2019 | 320,820 | ||||||||||
Ending balance at Dec. 31, 2019 | $ 320,820,000 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 48,743,804 | ||||||||||
Beginning balance at Dec. 31, 2018 | (23,483,000) | $ 0 | $ (26,727,000) | $ 3,244,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Payment of Class A units cumulative preferred return | (22,000) | (22,000) | |||||||||
Vesting of Class B carried equity units (in shares) | 2,329,666 | ||||||||||
Vesting of Class B carried equity units | 156,000 | $ 156,000 | |||||||||
Repurchase of vested units (in shares) | (353) | (340,675) | |||||||||
Repurchase of vested units | $ (2,029,000) | $ (353,000) | $ (2,029,000) | ||||||||
Issuance of common stock due to exercise of stock options (in shares) | 0 | ||||||||||
Share-based compensation expense | $ 1,791,000 | 1,791,000 | |||||||||
Net income (loss) | (12,604,000) | (12,604,000) | |||||||||
Ending balance (in shares) at Dec. 31, 2019 | 50,732,795 | ||||||||||
Ending balance at Dec. 31, 2019 | (36,191,000) | 1,791,000 | (39,353,000) | $ 1,371,000 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Repurchase of vested units (in shares) | (907) | (352,829) | |||||||||
Repurchase of vested units | (2,167,000) | (723,000) | $ (907,000) | $ (1,444,000) | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 319,913 | ||||||||||
Ending balance at Dec. 31, 2020 | $ 319,913,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Payment of Class A units cumulative preferred return | (136,000) | (136,000) | |||||||||
Vesting of Class B carried equity units (in shares) | 1,112,839 | ||||||||||
Vesting of Class B carried equity units | 73,000 | $ 73,000 | |||||||||
Repurchase of vested units (in shares) | (907) | (352,829) | |||||||||
Repurchase of vested units | $ (2,167,000) | (723,000) | $ (907,000) | $ (1,444,000) | |||||||
Issuance of common stock due to exercise of stock options (in shares) | 0 | ||||||||||
Share-based compensation expense | $ 2,841,000 | 2,841,000 | |||||||||
Net income (loss) | 9,151,000 | 9,151,000 | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 51,492,805 | ||||||||||
Ending balance at Dec. 31, 2020 | (26,429,000) | 3,909,000 | (30,338,000) | $ 0 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Repurchase of vested units (in shares) | (54) | (103,421) | |||||||||
Repurchase of vested units | (1,887,000) | (1,849,000) | $ (54,000) | $ (38,000) | |||||||
Effect of Corporate Conversion (in shares) | 68,720,140 | (319,859) | (52,112,904) | ||||||||
Effect of Corporate Conversion | 319,853,000 | $ 69,000 | 319,799,000 | (6,000) | $ (319,859,000) | $ (9,000) | |||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Effect of Corporate Conversion (in shares) | 68,720,140 | (319,859) | (52,112,904) | ||||||||
Effect of Corporate Conversion | 319,853,000 | $ 69,000 | 319,799,000 | (6,000) | $ (319,859,000) | $ (9,000) | |||||
Payment of Class A units cumulative preferred return | (12,000) | (12,000) | |||||||||
Repurchase of vested units (in shares) | (54) | (103,421) | |||||||||
Repurchase of vested units | (1,887,000) | (1,849,000) | $ (54,000) | $ (38,000) | |||||||
Issuance of common stock in connection with initial public offering, net of underwriters' discounts and commissions and issuance costs (in shares) | 10,000,000 | ||||||||||
Issuance of common stock in connection with initial public offering, net of underwriters’ discounts and commissions and issuance costs | $ 242,094,000 | $ 10,000 | 242,084,000 | ||||||||
Issuance of common stock due to exercise of stock options (in shares) | 278,887 | 278,887 | |||||||||
Issuance of common stock due to exercise of stock options | $ 1,714,000 | 1,714,000 | |||||||||
Vesting of restricted stock (in shares) | 710,986 | 24,971 | 723,520 | ||||||||
Vesting of restricted stock | $ 94,000 | $ 9,000 | $ 38,000 | $ 47,000 | |||||||
Share-based compensation expense | 30,847,000 | 30,847,000 | |||||||||
Net income (loss) | (9,996,000) | (9,996,000) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 79,734,984 | 0 | |||||||||
Ending balance at Dec. 31, 2021 | $ 556,278,000 | $ 88,000 | $ 596,542,000 | $ (40,352,000) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (9,996) | $ 9,151 | $ (12,604) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 50,453 | 40,199 | 38,600 |
Provision for doubtful accounts | 0 | 0 | 554 |
Amortization of debt issuance costs | 3,413 | 1,758 | 1,774 |
Share-based compensation expense | 30,736 | 2,841 | 1,791 |
Loss on disposal of fixed assets and termination of financing obligation | 524 | 5,823 | 959 |
Impairment of trademarks | 0 | 5,362 | 0 |
Loss on sublease liability | 405 | 0 | 0 |
Loss on debt repayment and extinguishment | 9,944 | 0 | 0 |
Other adjustments | (18) | 0 | 0 |
Deferred income taxes | 4,926 | 1,555 | (5,189) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 1,619 | (3,184) | (1,284) |
Prepaid expenses and other assets | (5,726) | (2,058) | (1,347) |
Related party receivable due from sellers of MeridianLink | 0 | 0 | (4,123) |
Accounts payable | 117 | 1,536 | (5,241) |
Accrued liabilities | (302) | 2,650 | 8,273 |
Deferred revenue | 3,834 | 1,923 | (502) |
Deferred rent | (94) | (77) | 134 |
Net cash provided by operating activities | 89,835 | 67,479 | 21,795 |
Cash flows from investing activities: | |||
Acquisition, net of cash acquired – Teledata Communications, Inc. | 0 | (103,055) | 0 |
Acquisition, net of cash acquired – TazWorks, LLC | (84,605) | (5,000) | 0 |
Acquisition, net of cash and restricted cash acquired – Saylent Technologies, Inc. | (35,945) | 0 | 0 |
Capitalized software additions | (4,906) | (3,196) | (2,689) |
Purchases of property and equipment | (843) | (4,141) | (3,350) |
Net cash used in investing activities | (126,299) | (115,392) | (6,039) |
Cash flows from financing activities: | |||
Proceeds from initial public offering, net of underwriters’ discounts and commissions | 247,307 | 0 | 0 |
Proceeds from exercise of stock options | 1,714 | 0 | 0 |
Payment due to effect of corporate conversion | (6) | 0 | 0 |
Proceeds from long-term debt | 535,000 | 0 | 60,000 |
Principal payments of long-term debt | (631,255) | (4,156) | (3,702) |
Payments of debt issuance costs | (7,207) | 0 | (1,073) |
Proceeds from financing obligation due to related party | 0 | 0 | 9,290 |
Payments of financing obligation due to related party | 0 | (2,187) | (48) |
Payments of Class A cumulative preferred return | (12) | (136) | (22) |
Payments of deferred offering costs | (4,790) | (423) | 0 |
Payments to sellers of MeridianLink | 0 | 0 | (12,862) |
Payment to sellers of Saylent Technologies, Inc. | (775) | 0 | 0 |
Payment to sellers of Teledata Communications, Inc | (2,142) | 0 | 0 |
Holdback payment to sellers of MeridianLink | (25,665) | 0 | 0 |
Net cash provided by (used in) financing activities | 110,228 | (9,976) | 49,201 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 73,764 | (57,889) | 64,957 |
Cash, cash equivalents and restricted cash, beginning of period | 39,881 | 97,770 | 32,813 |
Cash, cash equivalents and restricted cash, end of period | 113,645 | 39,881 | 97,770 |
Reconciliation of cash, cash equivalents, and restricted cash | |||
Cash and cash equivalents | 113,645 | 37,739 | 97,770 |
Restricted cash | 0 | 2,142 | 0 |
Cash, cash equivalents, and restricted cash | 113,645 | 39,881 | 97,770 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 29,242 | 33,179 | 36,324 |
Cash paid for income taxes | 306 | 137 | 130 |
Non-cash investing and financing activities: | |||
Effect of corporate conversion (Note 1) | 319,868 | 0 | 0 |
Related party receivable net against holdback payment to prior shareholders | 4,335 | 0 | 0 |
Debt issuance costs included in accrued expenses | 423 | 0 | 0 |
Share-based compensation expense capitalized to software additions | 111 | 0 | 0 |
Vesting of restricted stock awards and RSUs | 94 | 0 | 0 |
Debt issuance costs included in accrued expenses | 90 | 0 | 0 |
Purchases of property and equipment included in accounts payable and accrued expenses | 81 | 98 | 1,157 |
Payable to seller in connection with acquisition of TazWorks | 0 | 85,646 | 0 |
Deferred offering costs included in accounts payable and accrued expenses | 0 | 572 | 0 |
Vesting of equity units | 73 | 156 | |
Tenant improvement allowance from landlord | 0 | 0 | 486 |
Payment to sellers of MeridianLink offset against tenant improvement due to the Company | 0 | 0 | 50 |
Class A Units | |||
Cash flows from financing activities: | |||
Repurchases of Units | (54) | (907) | (353) |
Class B Units | |||
Cash flows from financing activities: | |||
Repurchases of Units | (1,887) | (2,167) | (2,029) |
Non-cash investing and financing activities: | |||
Vesting of equity units | $ 0 | $ 74 | $ 156 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business MeridianLink, Inc., and its wholly-owned subsidiaries, (collectively the “Company”) provides secure, cloud-based digital solutions that transform the ways in which traditional and emerging financial services providers engage with account holders and end users. The Company sells its solutions to financial institutions, including banks, credit unions, mortgage lenders, specialty lending providers, and consumer reporting agencies. The Company delivers its solutions to the substantial majority of its customers using a software-as-a-service (“SaaS”) model under which its customers pay subscription fees for the use of the Company’s solutions. The Company is controlled by its majority stockholder, which is represented by various investment funds of Thoma Bravo UBP, LLC and its affiliates (“Thoma Bravo”). The Company is headquartered in Costa Mesa, California, and has offices in Louisiana and Georgia. Corporate Conversion Prior to July 27, 2021, the Company operated as a Delaware limited liability company under the name Project Angel Parent, LLC (“Parent”), which directly and indirectly held all the equity interests in its operating subsidiaries. On May 31, 2018, a subsidiary of Parent acquired all the outstanding common stock of MeridianLink, Inc. (“MeridianLink”). Under the terms of the Amended and Restated Limited Liability Company Operating Agreement (“Agreement”), dated as of May 31, 2018, of Parent, the members were not obligated for debt, liabilities, contracts or other obligations of Parent. Profits and losses were allocated to members as defined in the Agreement. On July 27, 2021, prior to the effectiveness of the registration statement for the Company’s initial public offering, MeridianLink, the then operating company and the indirect wholly owned subsidiary of Project Angel Parent, LLC, changed its name to ML California Sub, Inc, and Project Angel Parent, LLC converted into a Delaware corporation pursuant to a statutory conversion and changed its name to MeridianLink, Inc. As a result of the corporate conversion, MeridianLink, Inc. succeeded to all property and assets and debts and obligations of Project Angel Parent, LLC. Effective July 27, 2021, MeridianLink, Inc. is governed by its certificate of incorporation filed with the Delaware Secretary of State and its bylaws. Upon its conversion into a corporation, the Company converted each of its outstanding Class A preferred units (“Class A Units”) into a number of shares of common stock equal to the result of the accrued preferred return price per Class A Unit divided by the per share of common stock conversion price determined by the board of directors to be $25.50. The preferred return price for each Class A Unit was equal to the future value of $1,000 at a 9% interest rate compounded quarterly over the time passed since the issuance of such unit. Upon the Company’s conversion into a corporation, the outstanding Class A Units converted into an aggregate of 16,607,235 shares of common stock and were reclassified in to permanent equity. Additionally, all the outstanding Class B common units (“Class B Units”) converted into an aggregate of 53,646,668 shares of common stock on a one-for-one basis. At the time of the corporate conversion there were 1,533,763 of such shares that remained subject to future vesting and were not included in the outstanding shares. Following the Corporate Conversion, there were no units of Class A Units outstanding. The effects of the events described in the preceding two paragraphs are collectively referred to as the “Corporate Conversion.” Initial Public Offering and Reverse Stock Split On July 30, 2021, the Company completed its initial public offering (“IPO”) through an underwritten sale of 13.2 million shares of its common stock, of which 10.0 million newly issued shares were sold by the Company at a price to the public of $26.00 per share. The Company received net proceeds of approximately $242.1 million after deducting approximately $17.9 million in underwriting discounts, commissions, and offering-related expenses. The IPO also included the sale of 3.2 million shares of our common stock by the selling stockholders. The Company did not receive any proceeds from the sale of common stock by the selling stockholders. Additionally, the selling stockholders granted the underwriters an option, exercisable for 30 days after the effective date of the Prospectus, to purchase up to 2.0 million additional shares of common stock. The option was exercised for 1.2 million additional shares on August 26, 2021. In connection with the listing of the Company’s common stock on the New York Stock Exchange (the “NYSE”), the Company entered into indemnification agreements with its directors and certain officers and employees that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or services as directors, officers, or employees. In advance of the IPO, on July 16, 2021, the Company effected a 1-for-2 reverse unit split of the Company’s Class B Units, whereby every two Class B Units converted into one Class B Unit. All Class B Unit and per unit information included in the accompanying consolidated financial statements have been adjusted to reflect this reverse unit split for all periods presented. Following the Corporate Conversion, there were no units of Class B Units outstanding. COVID-19 In March 2020, the World Health Organization characterized the novel coronavirus (“COVID-19”) outbreak as a pandemic. The Company's operating results depend significantly on the demand by customers. While the Company has not seen a significant negative impact on the demand for its subscription and services resulting from the COVID-19 outbreak as of the date of these financial statements, if the outbreak causes weakness in national, regional, and local economies that negatively impact the demand for services and/or increase bad debts, the Company's business, financial condition, liquidity, results of operations, and prospects could be adversely impacted. To date, the Company has not experienced any significant effects on our partners or bad debts related to customer receivables. The “Coronavirus Aid, Relief and Economic Security (CARES) Act,” enacted in March 2020 in response to the pandemic, includes, among other things, provisions relating to refundable payroll tax credits, deferment of employer side social security payments, 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. The CARES Act did not have a material impact on the Company's income tax provision in 2020 and 2021. As of December 31, 2021, we have deferred $0.8 million of payments related to employer social security taxes, which will be due on December 31, 2022 and are included in accrued liabilities on the Company’s consolidated balance sheets. In addition, as part of the Company’s acquisition of Teledata Communications, Inc. (“TCI”) in 2020, the Company assumed a $1.8 million liability within current portion of long-term debt, net of issuance costs and a $0.3 million liability within long-term debt, net of issuance costs, as of December 31, 2020 related to an outstanding preacquisition Paycheck Protection Program (“PPP”) loan. As a condition of the purchase agreement, the funds were escrowed to cover the outstanding loan balance in the event that TCI did not receive full forgiveness of the loan. The loan was forgiven by the Small Business Association (“SBA”) in June 2021. In August 2021, $2.1 million held in escrow and classified as restricted cash on the Company’s consolidated balance sheets was released to the sellers of TCI, which was a condition of the acquisition agreement. The Company continues to evaluate market and economic conditions surrounding the COVID-19 pandemic as well as current and potential impacts on the Company’s business and financial position. Due to the unpredictable circumstances, however, the Company cannot reasonably estimate such impacts on future financial results at this time. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which it remains an emerging growth company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements of the Company have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. Operating and Reportable Segment The Company operates and manages its business and financial information on a consolidated basis for the purposes of evaluating financial performance and the allocation of resources. The Company's management determined that it operates in one operating and reportable segment that is focused exclusively on providing cloud-based digital solutions in the United States. In reaching this conclusion, management considers the definition of the chief operating decision maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM and how that information is used to make operating decisions, allocate resources, and assess performance. The Company's CODM is the chief executive officer. The results of operations provided to and analyzed by the CODM are at the consolidated level, and accordingly, key resource decisions and assessment of performance are performed at the consolidated level. The Company assesses its determination of operating segments at least annually. The following table disaggregates the Company’s net revenues by solution type (in thousands): Year Ended December 31, 2021 2020 2019 Lending Software Solutions $ 176,793 $ 133,754 $ 113,296 Data Verification Software Solutions 90,883 65,586 39,435 Total $ 267,676 $ 199,340 $ 152,731 Lending Software Solutions accounted for 66%, 67%, and 74% of total revenues for the years ended December 31, 2021, 2020, and 2019, respectively. Data Verification Software Solutions accounted for 34%, 33%, and 26% of total revenues for the years ended December 31, 2021, 2020, and 2019, respectively. Business Combinations The Company accounts for business combinations in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations.” The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in acquisition related costs on the consolidated statements of operations. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with management’s determination of the fair values of assets acquired and liabilities assumed in a business combination. During the measurement period, if new information is obtained about facts and circumstances that existed as of the acquisition date, changes in the estimated fair values of the net assets recorded may change the amount of the purchase price allocated to goodwill. During the measurement period, which expires one year from the acquisition date, changes to any purchase price allocations that are material to the Company’s consolidated financial results will be adjusted prospectively. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses. Significant items subject to such estimates include revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, standalone selling price, and other revenue items requiring significant judgment; share-based compensation; the fair value of acquired intangibles; the capitalization of software development costs; the useful lives of property and equipment and long-lived intangible assets; impairment of goodwill and long-lived assets; and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from those estimates. Accounting policies and estimates that most significantly impact the presented amounts within these financial statements are further described below: Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity date of three months or less to be cash equivalents. As of December 31, 2021 and 2020, cash consisted of checking deposit accounts and demand deposit accounts. As of December 31, 2021, cash equivalents included $60.0 million held in a money market fund. There were no cash equivalents held as of December 31, 2020. Restricted Cash Any cash that is legally or contractually restricted from immediate use is classified as restricted cash. The Company held no restricted cash as of December 31, 2021. As of December 31, 2020, restricted cash included cash held in escrow to pay-off TCI’s outstanding PPP Loan in the event the loan was not forgiven by the SBA, as a part of the acquisition of TCI (see Note 11). The Company received notice in June 2021 that the entirety of the loan was forgiven by the SBA, and the Company subsequently released the cash held in escrow to the sellers of TCI in August 2021. As of December 31, 2020, prior to receiving forgiveness from the SBA, the corresponding liability was included within long- and short-term debt on the Company’s consolidated balance sheets. Fair Value of Financial Instruments The Company accounts for certain of its financial assets at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: • Level 1 – Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. • Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The carrying amounts of most of the Company’s financial instruments, including cash and cash equivalents approximate fair value due to their high liquidity in actively quoted trading markets and their short maturities. The Company’s accounts receivable, related party receivable due from sellers of MeridianLink, accounts payable, accrued liabilities, related party liability due to sellers of MeridianLink, and deferred revenue approximate fair value due to their short maturities. The carrying value of the Company’s long-term debt is considered to approximate the fair value of such debt as of December 31, 2021 and 2020, based upon the interest rates that the Company believes it can currently obtain for similar debt, which is considered a level 2 input to determine fair value. Certain trademark intangible assets were recorded at fair value as of December 31, 2020 in connection with the Company’s impairment testing. The inputs used to measure the fair value of these assets are primarily unobservable inputs and, as such, considered Level 3 fair value measurements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash and cash equivalents are invested in short-term and highly liquid investment-grade obligations, which are held in safekeeping by large and creditworthy financial institutions. Deposits in these financial institutions may exceed federally insured limits. As of December 31, 2021, the Company did not have any customers that accounted for greater than 10% of accounts receivable or 10% of net revenues. As of December 31, 2020, there was one customer, Credit Plus, Inc., that accounted for approximately 15% of accounts receivable and 10% of net revenues. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable includes billed and unbilled receivables, net of allowance for doubtful accounts. Trade accounts receivable are recorded at invoiced amounts and do not bear interest. The expectation of collectability is based on a review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine the appropriate amount of allowance for doubtful accounts. Any increases or decreases to this allowance are charged or credited, respectively, as a bad debt expense to general and administrative expenses. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. The following table presents changes in the Company’s allowance for doubtful accounts: Year Ended December 31, 2021 2020 Beginning Balance $ (641) $ (2,011) Provision for doubtful accounts — — Write offs, net 426 1,370 Ending Balance $ (215) $ (641) Property and Equipment The Company records property and equipment at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows: Asset Category Life (years) Computer equipment and software 3 – 5 years Office equipment and furniture 3 – 7 years Buildings 25 years Leasehold improvements Shorter of the lease term and the estimated useful lives of the assets Expenditures for maintenance and repairs are charged to expense as incurred, and major renewals and improvements are capitalized. Gains or losses on disposal of property and equipment are recognized in the period when the assets are sold or disposed of and the related cost and accumulated depreciation is removed from the accounts. Goodwill The Company evaluates and tests the recoverability of goodwill for impairment at least annually, on October 1, or more frequently if circumstances indicate that goodwill may not be recoverable. The Company performs the impairment testing by first assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of its reporting unit is less than its carrying amount. The Company has one reporting unit. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company tests for impairment by comparing the estimated fair value of the reporting unit with its carrying amount. The Company estimates the fair value of the reporting unit using a “step one” analysis using a fair-value-based approach based on the Company’s market capitalization or a discounted cash flow analysis of projected future results to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Any excess of the carrying amount of the reporting unit’s goodwill over its fair value is recognized as an impairment loss, and the carrying value of goodwill is written down. In assessing the qualitative factors, the Company considers the impact of certain key factors including macroeconomic conditions, industry and market considerations, management turnover, changes in regulation, litigation matters, changes in enterprise value, and overall financial performance. No goodwill impairment was recorded during the years ended December 31, 2021, 2020, and 2019. Research and Development and Capitalized Software For development costs related to internal use software, such as the Company’s subscription offerings, the Company follows guidance of ASC 350-40, “Internal Use Software.” ASC 350-40 sets forth the guidance for costs incurred for computer software developed or obtained for internal use and requires companies to capitalize qualifying computer software development costs, which are incurred during the application development stage. Once the application development stage is reached, internal and external costs are capitalized until the software is substantially complete and ready for its intended use. These capitalized costs are to be amortized on a straight-line basis over the expected useful life of the software of three years. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. For the years ended December 31, 2021, 2020, and 2019, the Company capitalized $5.0 million, $3.2 million, and $2.7 million respectively, related to internally developed software costs. Such capitalized costs related to developed technology are included within the intangible assets balance in the consolidated balance sheets. Deferred Offering Costs Costs directly related to the Company’s IPO were capitalized and recorded on the accompanying consolidated balance sheets until the IPO. These costs consisted of legal fees, accounting fees, and other applicable professional services incurred incrementally as a result of the IPO. After completion of the Company’s IPO, $5.2 million of deferred offering costs were reclassified to additional paid-in capital. As of December 31, 2020, $1.0 million of deferred offering costs were reported on the accompanying consolidated balance sheets within prepaid expenses and other current assets. Impairment of Long-Lived Assets Identifiable intangible assets with finite lives, such as developed technology, customers relationships, trademarks, and non-competition agreements, are amortized over their estimated useful lives on either a straight-line or accelerated basis, depending on the nature of the intangible asset. The Company evaluates the carrying value of long-lived assets, including intangible assets with finite lives and property and equipment, whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. The impairment to be recognized is measured as the amount by which the carrying amount exceeds the fair value of the assets. No impairment of long-lived assets was recorded during the years ended December 31, 2021 or 2019. During 2020, the Company performed an impairment test of definite-lived trademarks which was triggered by the Company’s decision to rebrand certain products. Specifically, management made a decision to rebrand the LendingQB and LoansPQ products which were replaced by the “MeridianLink” branded product line. As a result of the rebranding decision in December 2020, which was determined to be a triggering event, the Company recorded an impairment equal to the majority of the value of the LendingQB and LoansPQ trademarks carrying values of $5.4 million, which is included in the impairment of trademarks line on the accompanying consolidated statements of operations. No other impairments of long-lived assets were recorded during the year ended December 31, 2020. Cumulative Preferred Return Prior to the Corporate Conversion, Class A preferred unitholders were entitled to a cumulative preferred return, as disclosed further in Note 6. At each reporting period-end, the Company evaluated whether the Class A Units were considered currently redeemable or probable of becoming redeemable in accordance with ASC 480-10, “Distinguishing Liabilities from Equity,” based on the facts and circumstances of the deemed liquidation events that would give rise to the redemption of the units. In accordance with the prescribed accounting literature, the Company would not record the cumulative preferred return in the consolidated financial statements until the Company determined that such units were probable of becoming redeemable. Upon the Corporate Conversion, the Company converted each of its outstanding Class A Units into a number of shares of common stock equal to the result of the accrued preferred return price per Class A Unit divided by the conversion price per share of common stock, as determined by the board of directors. Following the Corporate Conversion, there were no units of Class A Units outstanding. See Note 1 for further information on the Corporate Conversion. Revenue Recognition Revenue-generating activities are directly related to the sale, implementation, and support of the Company’s solutions. The Company derives the majority of its revenues from subscription fees for the use of its solutions hosted in either the Company’s data centers or cloud-based hosting services, volume-based fees, as well as revenues for customer support and professional implementation services related to the Company’s solutions. Under ASC 606, “Revenue from Contracts with Customers,” revenue is recognized upon the transfer of control of a promised service to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those services, net of sales taxes. The Company applies the following five-step revenue recognition model in accounting for its revenue arrangements: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when or as the Company satisfies the performance obligations. Subscription Fee Revenues The Company’s software solutions are generally available for use as hosted application arrangements under subscription fee agreements. The Company’s software solutions consist of an obligation for the Company to provide continuous access to a technology solution that it hosts and routine customer support, both of which the Company accounts for as a stand-ready performance obligation. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company’s solution is made available to the customer. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on whether the revenue recognition criteria have been met. Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as revenue in the month when the usage amounts are determined and reported. The Company has a limited number of legacy customers that host and manage its solutions on-premises under term license and maintenance agreements. This type of arrangement is no longer sold and represents an immaterial amount of the Company’s subscription fee revenues. However, there is no planned sunset or end of life for these on-premises solutions. Professional Services Revenues The Company offers implementation, consulting, and training services for the Company’s software solutions and SaaS offerings. Revenues from services are recognized in the period the services are performed, provided that collection of the related receivable is probable. Other Revenues The Company enters into referral and marketing agreements with various third parties, in which revenues for the Company are primarily generated from transactions initiated by the third parties’ customers. The Company may introduce its customers to a referral partner or offer additional services available from the referral partner via an integration with the Company’s software solutions. Revenues are recognized in the period the services are performed, provided that collection of the related receivable is probable. The following table disaggregates the Company’s net revenues by major source (in thousands): Year Ended December 31, 2021 2020 2019 Subscription fees $ 235,489 $ 177,039 $ 137,585 Professional services 22,707 16,301 11,477 Other 9,480 6,000 3,669 Total revenues $ 267,676 $ 199,340 $ 152,731 Significant Judgments A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting in the new revenue standard. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgments include whether the series guidance under ASC 606 is applicable to the Company’s subscription services and whether implementation and training services represent distinct performance obligations. The Company has contracts with customers that often include multiple performance obligations, usually including multiple subscription and implementation services. For these contracts, the Company accounts for distinct individual performance obligations separately by allocating the contract’s total transaction price to each performance obligation in an amount based on the relative standalone selling price (“SSP”) of each distinct good or service in the contract. In determining whether SaaS services are distinct, we considered whether the series guidance applies to the Company’s subscription services. The Company considered various factors including that substantially all the Company’s SaaS arrangements involve the transfer of a service to the customer, which represents a performance obligation that is satisfied over time because the customer simultaneously receives and consumes the benefits of the services provided. Customer support services, forms maintenance, and subscription services are considered a series of distinct services that are accounted for as a single performance obligation, as the nature of the services are substantially the same and have the same pattern of transfer (i.e., distinct days of service). For these contracts, the Company allocates the ratable portion of the consideration to each period based on the services provided in such period. In determining whether implementation services are distinct from subscription services, the Company considered that there is not a significant level of integration between implementation and subscription services. Further, implementation services in our contracts provide benefits to the customer with other readily available resources, and the implementation services generally are not interdependent with the SaaS subscription services. Therefore, implementation services are generally accounted for as a separate performance obligation, as they represent distinct services that provide benefit to the customer apart from SaaS services. Consulting and training services are generally considered a separate performance obligation as they are considered distinct services that provide a benefit to the customer on their own. The determination of SSP for each distinct performance obligation requires judgment. Performance obligations are generally sold at standard prices and subscriptions are generally coterminous. Therefore, it is rare that any reallocation of transaction consideration is required. The Company‘s best evidence of SSP is the observable price at which products and services are sold separately to customers in similar circumstances or to similar customers in a single transaction, which is generally the stated contract price. The Company believes that it is the passage of time that corresponds to the satisfaction of its subscription, implementation, and professional services performance obligations, so the appropriate measurement of progress is a time-based input method based on estimated or projected hours to complete the professional services. The Company evaluates whether it is the principal (i.e., reports revenues on a gross basis) or agent (i.e., reports revenues on a net basis) with respect to the vendor reseller agreements pursuant to which the Company resells certain third-party solutions along with the Company’s solutions. Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues and expenses incurred are recorded as cost of revenues. Where the Company is the principal, it first obtains control of the inputs to the specific service and directs their use to create the combined output. The Company’s control is evidenced by its involvement in the integration of the partners’ services with the Company’s solutions before the partners’ services are transferred to the Company’s customers and is further supported by the Company being primarily responsible to the customers and having a level of discretion in establishing pricing. In cases where the Company does not obtain control prior to the transfer of services, and acts as an agent, revenue is reported on a net basis, with costs being recorded as a reduction to revenues. The Company has concluded that its subscription fees related to monthly usage above the levels included in the standard subscription fee relates specifically to the transfer of the service to the customer in that month and is consistent with the allocation objective of ASC 606 when considering all the performance obligations and payment terms in the contract. Therefore, the Company recognizes additional usage revenues in the month when the usage amounts are determined and reported. This allocation reflects the amount the Company expects to receive for the services for the given period. Contract Balances The timing of customer billing and payment relative to the start of the service period varies from contract to contract; however, the Company bills many of its customers in advance of the provision of services under its contracts, resulting in contract liabilities consisting of deferred revenue. Deferred revenue represents billings under noncancellable contracts before the related product or service is transferred to the customer. The payment terms and conditions vary by contract; however, the Company’s terms generally require payment within 30 days from the invoice date. In instances where the timing of revenue recognition differs from the timing of payment, the Company elected to apply the practical expedient in accordance with ASC 606 to not adjust contract consideration for the effects of a significant financing component. The Company expects, at contract inception, that the period between when promised goods and services are transferred to the customer and when the customer pays for those goods and services will be one year or less. As such, the Company determined its contracts do not generally contain a significant financing component. Deferred Revenue The deferred revenue balance consists of subscription and implementation fees which have been invoiced upfront and are recognized as revenue only when the revenue recognition criteria are met. The Company’s subscription contracts are typically invoiced to its customers annually, and revenue is recognized ratably over the service term. Implementation and service-based fees are most commonly invoiced 50% upfront and 50% upon completion. The Company believes that it is the passage of time that corresponds to the satisfaction of its subscription implementation and professional services performance obligations, so the appropriate measurement of progress is a time-based input method based on estimated or projected hours to complete the professional services. Accordingly, the Company’s deferred revenue balance does not include revenues for future years of multi-year noncancellable contracts that have not yet been billed and is considered current since the deferred balance will all be recognized within 12 months. The changes in the Company’s deferred revenue as of December 31, 2021 and 2020 were as follows (in thousands): Year Ended December 31, 2021 2020 Deferred revenue, beginning balance $ 10,873 $ 7,841 Billing of transaction consideration 271,510 202,372 Revenue recognized (267,676) (199,340) Deferred revenue, ending balance $ 14,707 $ 10,873 Assets Recognized from Costs to Obtain a Contract with a Customer The Company capitalizes sales commissions related to its customer agreements because the commission charges are so closely related to the revenues from the noncancellable customer agreements that they should be recorded as an asset and charged to expense over the expected period of customer benefit. The Company capitalizes commissions and bonuses for those involved in the sale of our SaaS offerings, including direct employees and indirect supervisors, as these are incremental to the sale. The Company begins amortizing deferred costs for a particular customer agreement once the revenue recognition criteria are met and amortizes those deferred costs over the expected period of customer benefit, which the Company estimates to be three years. The Company determined the period of benefit by considering factors such as historically high renewal rates with similar customers and contracts, initial contract length, an expectation that there will still be a demand for the product at the end of its term, and the significant costs to switch to a competitor's product, all of which are governed by the estimated useful life of the technology. Current costs are included in prepaid expenses and other current assets, and non-current costs are included in other assets on the accompanying consolidated balance sheets. There was no impairment of assets related to deferred commissions during the years ended December 31, 2021, 2020, and 2019. The Company applies a practical expedient to expense costs to obtain a contract with a customer, as incurred, when the amortization period would have been one year or less. The following table represents the changes in contract cost assets (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 3,207 $ 1,635 Additions 4,136 2,268 Amortization (1,508) (696) Ending balance $ 5,835 $ 3,207 Contract cost assets, current 2,402 1,256 Contract cost assets, noncurrent 3,433 1,951 Total deferred contract cost assets $ 5,835 $ 3,207 Cost of Revenues Cost of revenues consists primarily of salaries and other personnel-related costs, including employee benefits, bonuses, and share-based compensation, for employees providing services to our customers. This includes the costs of our implementation, customer support, data center, and customer training personnel. Cost of revenues also includes the direct costs from third-party services included in our solutions, an allocation of general overhead costs, and the amortization of developed technology. We allocate general overhead expenses to all departments based on the number of employees in each department, which we consider to be a fair and representative means of allocation. Marketing Costs Marketing costs are expensed as incurred. Advertising and trade show expenses were $1.0 million, $0.4 million, and $0.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. Advertising and trade show expenses are included in sales and marketing expenses in the accompanying consolidated s |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2021 As of December 31, 2020 Prepaid expenses $ 6,752 $ 2,938 Contract cost assets – current 2,402 1,256 Deferred offering costs — 995 Prepaid income taxes — 196 Others 244 427 Total prepaid expenses and other current assets $ 9,398 $ 5,812 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): As of December 31, 2021 As of December 31, 2020 Computer equipment and software $ 7,995 $ 7,317 Leasehold improvements 2,994 2,953 Office equipment and furniture 1,378 1,683 Construction in progress — 3 Total 12,367 11,956 Less: Accumulated depreciation (6,378) (4,356) Property and equipment, net $ 5,989 $ 7,600 Depreciation expense amounted to $2.3 million, $2.5 million, and $2.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. The Company disposed of office furniture that resulted in a loss of $0.5 million and $0.1 million during the years ended December 31, 2021 and 2020, respectively, as well as a software development project that resulted in a loss of $0.8 million for the year ended December 31, 2019. The losses are included in general and administrative expenses in the accompanying consolidated statements of operations. On October 31, 2020, the Company terminated one of its office leases that had been accounted for as a financing obligation (see Note 4). The termination resulted in the disposal of property and equipment and related assets of $12.8 million, the write off of the $9.1 million financing obligation liability due to related party, and a termination fee of $2.1 million. The total loss of $5.8 million is included in operating expenses in the accompanying consolidated statements of operations . Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): As of December 31, 2021 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 328,600 $ (99,320) $ 229,280 Developed technology 74,800 (29,207) 45,593 Trademarks 24,175 (7,474) 16,701 Non-competition agreements 600 (225) 375 Capitalized software 10,902 (4,254) 6,648 Total intangible assets, net $ 439,077 $ (140,480) $ 298,597 As of December 31, 2020 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 322,800 $ (66,750) $ 256,050 Developed technology 69,000 (19,275) 49,725 Trademarks 22,675 (4,637) 18,038 Capitalized software 5,887 (1,668) 4,219 Total intangible assets, net $ 420,362 $ (92,330) $ 328,032 The estimated useful lives and weighted average amortization periods for intangible assets at December 31, 2021 and December 31, 2020 were as follows: Weighted Average Amortization Period Customer relationships 10-15 years Developed technology 5-10 years Trademarks 10 years Non-competition agreements 2 years Capitalized software 3 years Amortization expense related to intangible assets was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of sales $ 12,519 $ 8,874 $ 7,771 General and administrative expense 35,631 28,809 28,173 Total amortization expense $ 48,150 $ 37,683 $ 35,944 The estimated future amortization of intangible assets as of December 31, 2021 was as follows (in thousands): Years ending December 31, 2022 $ 48,943 2023 47,009 2024 45,099 2025 40,367 2026 37,514 Thereafter 79,665 Total amortization expense $ 298,597 Accrued Liabilities Accrued liabilities consisted of the following (in thousands): As of December 31, December 31, Accrued bonuses $ 6,708 $ 5,423 Accrued payroll and payroll-related expenses 8,522 7,305 Sales tax liability from acquisitions 2,939 2,739 Accrued costs of revenues 2,217 1,988 Accrued operating costs 2,099 1,609 Other accrued expenses 2,182 2,006 Total accrued liabilities $ 24,667 $ 21,070 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters The Company is, and from time to time may be, involved in litigation relating to claims arising out of the Company's operations in the normal course of business. Management is not currently aware of any legal proceedings or claims against it that could have a material adverse effect on the financial position, results of operations, or cash flows of the Company. However, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Operating Lease Commitments The Company leases office space under various operating lease agreements that expire through December 2026. The Company recognizes the related rent expense on a straight-line basis over the term of each lease. Free rent and rental increases are recognized on a straight-line basis over the term of each lease. One lease is with a related party with a term date of December 2022. The monthly payments during each of the years ended December 31, 2021, 2020, and 2019 were $0.1 million. The monthly payments are subject to annual increases. During February 2021, the Company ceased using one of its leased office spaces and entered into a sublease agreement for a portion of the vacated space. The remaining portion of the vacated space remains available for sublease in future periods. The Company estimates the fair value of the lease termination obligation as of the cease-use date considering the future contractual lease obligations, net of any estimated sub-lease recoveries. Future cash flows are discounted using the Company's credit adjusted risk free rate. Sublease rental income assumptions were based on actual sublease agreements entered into and data available from rental activity in the local markets. There is uncertainty in the estimates of future lease costs and sublease recoveries. Actual costs and sublease recoveries could vary from the estimated amounts and result in additional charges, and such amounts could be material. The Company terminated one of its leased office spaces in July 2021, resulting in a total loss of $0.9 million. The loss includes $0.6 million in termination fees and $0.3 million from the disposal of related assets. The loss is included in general and administrative expense on the consolidated statements of operations for the year ended December 31, 2021. As of December 31, 2021, the Company’s future lease obligations totaled approximately $0.5 million, which were reduced for estimates for sublease rental income of $0.3 million, resulting in a net lease termination liability balance of $0.2 million. The Company also recorded a loss on contract termination of $0.4 million and a loss on disposal of assets of $0.1 million during the year ended December 31, 2021. Both losses were included in general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2021. In connection with the lease termination liability, the Company removed approximately $0.1 million of deferred rent on the original lease. Changes to accrued lease termination liability were as follows (in thousands): As of December 31, 2021 Accrued termination costs, January 1, 2021 $ — Additions to lease termination liability 455 Lease amounts paid, net of sublease income (222) Accrued termination costs, current (included in accrued liabilities) December 31, 2021 $ 233 Future minimum lease payments under these noncancellable operating leases, and expected sublease receipts, as of December 31, 2021 were as follows (in thousands): Related Party Third Party Sublease Receipts Total Years Ending December 31, 2022 $ 875 $ 736 $ (293) $ 1,318 2023 — 753 — 753 2024 — 722 — 722 2025 — 319 — 319 2026 — 244 — 244 Thereafter — — — — Total future minimum lease payments $ 875 $ 2,774 $ (293) $ 3,356 Rent expense has been recorded in the consolidated statements of operations for the years ended December 31, 2021, 2020, and 2019 as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenues $ 735 $ 743 $ 1,100 General and administrative 186 321 445 Research and development 472 464 639 Sales and marketing 207 178 218 Total rent expense $ 1,600 $ 1,706 $ 2,402 See Note 9, Related Party Transactions . Financing Obligation Due to Related Party The Company entered into a sale-leaseback transaction on April 29, 2019 for one of its office properties, in which the Company was involved in the construction of significant changes to the existing building and was considered the continued owner of the building for accounting purposes. Under the terms of the lease and based on certain prohibited forms of continuing involvement in the leased assets, the lease did not qualify for sale-leaseback accounting and was accounted for as a financing obligation. The financing obligation was equal to the proceeds received for the assets that were sold and then leased back. Prior to the lease termination, the current portion of the financing obligation was included in accrued expenses and the non-current portion was included in financing obligation in our consolidated balance sheets. The lease provided for the lease of land, building, and leasehold improvements on the building. The lease provided for an initial term of fifteen years with no purchase option. On October 31, 2020, the Company terminated the lease. The termination resulted in the disposal of property and equipment and related assets of $12.8 million, the write off of the $9.1 million financing obligation liability due to related party, and a termination fee of $2.1 million. A loss of $5.8 million was recorded upon the termination. Prior to termination, a portion of the periodic lease payments under the lease were recognized as interest expense with the remainder of the lease payment reducing the financing obligation using the effective interest method. For the year ended December 31, 2019, the Company made payments related to this financing obligation of $0.4 million, of which, $0.3 million was recognized as interest expense and $0.1 million was recorded as a reduction of the $9.2 million financing obligation. In 2020, through termination, the Company made payments related to this financing obligation of $0.4 million, of which, $0.4 million was recognized as interest expense and $0.1 million was recorded as a reduction of the financing obligation. As the lease was terminated in October 2020, there was no financing obligation recorded as of December 31, 2021 or 2020. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (in thousands): As of December 31, 2021 As of December 31, 2020 2021 Term loan $ 435,000 $ — 2018 First lien — 406,255 2018 Second lien — 125,000 Paycheck Protection Program loan (1) — 2,142 Total principal payments due 435,000 533,397 Debt issuance costs (7,490) (13,565) Total debt, net $ 427,510 $ 519,832 Less: Current portion of long-term debt 2021 Term loan $ 3,263 $ — 2018 First lien — 4,156 Paycheck Protection Program loan — 1,785 Debt issuance costs (1,124) (2,986) Total current portion of long-term debt, net 2,139 2,955 Total non-current portion of long-term debt, net $ 425,371 $ 516,877 ______________ (1) See Note 2 for discussion related to the Paycheck Protection Program loan. Total amortization of deferred financing fees was $3.4 million, $1.8 million, and $1.8 million for the years ended December 31, 2021, 2020, and, 2019, respectively. Total interest expense, excluding amortization of deferred financing fees, was $29.2 million, $32.8 million, and $36.4 million for the years ended December 31, 2021, 2020, and, 2019, respectively. 2021 Credit Agreement On November 10, 2021, the Company entered into a credit agreement (the “2021 Credit Agreement”), which provides for a term loan facility (the “2021 Term Loan”) in an aggregate principal amount of $435.0 million, and a revolving credit facility (the “2021 Revolving Credit Facility”) in an aggregate principal amount of $50.0 million, inclusive of a $10.0 million letter of credit sub-facility. The Company used the proceeds from the 2021 Term Loan to pay all outstanding amounts due under the Company’s existing 2018 First Lien (as defined below) plus certain fees and expenses. The 2021 Term Loan and 2021 Revolving Credit Facility mature on November 10, 2028 and November 10, 2026, respectively. The Company has not drawn on the 2021 Revolving Credit Facility as of December 31, 2021. The obligations under the 2021 Credit Agreement are secured by a lien on substantially all tangible and intangible property of the Company, subject to customary exceptions, limitations, and exclusions from the collateral. The 2021 Credit Agreement contains customary affirmative covenants, negative covenants and events of default, including covenants and restrictions that, among other things, require the Company to satisfy a financial covenant, and restricts or limits the ability of the Company to grant or incur liens, incur additional indebtedness, enter into joint ventures or partnerships, engage in mergers and acquisitions, engage in asset sales, and declare dividends on its capital stock, subject in each case to certain customary exceptions. A failure to comply with certain covenants could permit the lenders to declare the 2021 Term Loan, and any then outstanding borrowings on the 2021 Revolving Credit Facility, together with accrued interest and fees thereon, to be immediately due and payable. The Company was in compliance with all financial covenants of the 2021 Credit Agreement at December 31, 2021. 2021 Term Loan Borrowings under the 2021 Term Loan bear interest at a variable rate, elected by the Company, equal to the Base Rate (as defined in the 2021 Credit Agreement) or the Adjusted Eurocurrency Rate (as defined in the 2021 Credit Agreement), plus, an initial margin based on the Company’s Consolidated First Lien Net Leverage Ratio (as defined by the 2021 Credit Agreement), which was 3.00% at December 31, 2021. Beginning in June 2022, the Company is required to make quarterly principal payments equal to 0.25% of the original principal, with the remainder due at maturity. Debt issuance costs of $7.6 million were included as a reduction of the debt balance on the consolidated balance sheets and are amortized into interest expense over the contractual life of the loans using the effective interest method. Included in the debt issuance costs were $4.8 million incurred in connection with the 2021 Term Loan, and $2.8 million carried forward from the 2018 First Lien (as defined below). The Company recognized $0.2 million of amortization of debt issuance costs for the 2021 Term Loan during the year ended December 31, 2021. The effective interest rate on the 2021 Term Loan was 3.8% as of December 31, 2021. 2021 Revolving Credit Facility Borrowings under the 2021 Revolving Credit Facility bear interest, at the election of the Company, at a rate equal to the Base Rate (as defined in the 2021 Credit Agreement) or the Adjusted Eurocurrency Rate (as defined in the 2021 Credit Agreement), plus, in each case, the Applicable Rate (as defined in the 2021 Credit Agreement), which shall vary based on the Company’s Consolidated First Lien Net Leverage Ratio. In connection with the 2021 Revolving Credit Facility, the Company incurred $0.5 million in debt issuance costs. Expenses associated with the issuance of the revolving credit facility are presented in the accompanying consolidated balance sheets in prepaid expenses and other current assets and other assets, and are amortized to interest expense over the life of the 2021 Revolving Credit Facility using the straight-line method. The 2021 Revolving Credit Facility also requires a quarterly commitment fee based on the Company’s consolidated first lien net leverage ratio. As of December 31, 2021, the applicable rate was 0.5%, which was applied against the $50.0 million unused revolving credit facility balance. 2018 Credit Agreements The 2018 Credit Agreements included the First Lien Credit Agreement, as amended (“2018 First Lien”), the Second Lien Credit Agreement, as amended (“Second Lien”), and a revolving credit facility (“2018 Revolving Credit Facility”). During 2018, Project Angel Holdings, LLC, Project Angel Intermediate Holdings, LLC, and the entity now known as ML California Sub, Inc (collectively, the “Borrowers”), all wholly owned subsidiaries of MeridianLink, entered into the 2018 credit agreements described below. During the year ended December 31, 2021, all amounts due under the 2018 First Lien and Second Lien were repaid, and the 2018 Revolving Credit Facility was replaced with the 2021 Revolving Credit Facility. In connection with 2018 First Lien and Second Lien term loans, the Borrowers initially incurred $16.2 million in issuance costs. In connection with the 2018 Revolving Credit Facility, the Borrowers initially incurred $1.0 million in issuance costs. 2018 First Lien The 2018 First Lien originally consisted of a $315.0 million term loan, itself consisting of a $245.0 million initial term loan and a delayed draw term loan of $70.0 million, as well as a $35.0 million revolving credit facility. The 2018 First Lien term loan bore interest at a rate per annum equal to LIBOR, with a base rate of 1.0%, plus 3.75% (which was 4.75% at December 31, 2020), and had a maturity date of May 31, 2025. Prior to the July 2021 repayment (as defined below), the 2018 First Lien term loan required quarterly principal payments equal to 0.25% of the original principal, with the remainder due at maturity. In connection with and subsequent to the July 2021 repayment, quarterly principal payments were no longer required, and the balance was due upon maturity. On October 7, 2019, the Borrowers amended the 2018 First Lien and borrowed an additional $60.0 million (“2019 Incremental Term”) to make a seller holdback payment and to pay fees and expenses incurred in connection with the 2019 Incremental Term debt. In connection with the 2019 Incremental Term debt, the Borrowers incurred $1.1 million in expenses, of which $1.0 million and $0.1 million related to lender fees and third-party fees, respectively. On January 12, 2021, the Borrowers amended the 2018 First Lien and borrowed an additional $100.0 million (“2021 Incremental Term”) primarily to fund the TazWorks, LLC (“TazWorks”) acquisition. In connection with the 2021 Incremental Term debt, the Borrowers incurred $2.2 million in expenses, of which approximately $2.0 million and $0.2 million related to lender fees and third-party fees, respectively. In July 2021, the Company utilized a portion of the net proceeds received from the IPO to repay $75.0 million of the borrowings outstanding under the 2018 First Lien credit agreement. In connection with the repayment, the Company removed a proportionate amount of debt issuance costs, resulting in a $1.6 million loss on debt repayment. In November 2021, the Company utilized the proceeds from the 2021 Term Loan to repay all borrowings outstanding under the 2018 First Lien of $428.7 million. In connection with the repayment, the Company recognized $5.3 million loss on debt extinguishment, which represented the majority of the then-unamortized debt issuance costs related to lenders that did not participate in the 2021 Term Loan. Second Lien The Second Lien consisted of a term loan of $125.0 million, itself consisting of a $95.0 million initial term loan and a delayed draw term loan of $30.0 million. The Borrowers borrowed $95.0 million on May 31, 2018 and $30.0 million on June 7, 2018. The Second Lien term loan required interest only payments, bore interest at a rate per annum equal to LIBOR, with a base rate of 1.0%, plus 8.0% (which was 9.0% at December 31, 2020), and had a maturity date of May 29, 2026. The Second Lien was fully repaid in connection with the July 2021 repayment. In July 2021, the Company utilized a portion of the net proceeds received from the IPO to repay all the borrowings outstanding under the Second Lien credit agreement of $125.0 million. All debt issuance costs associated with the Second Lien were removed due to the July 2021 debt repayment, resulting in a loss on debt repayment of $2.8 million. 2018 Revolving Credit Facility The 2018 Revolving Credit Facility included a $5.0 million sub-limit for the issuance of letters of credit. The 2018 Revolving Credit Facility bore interest at a rate per annum equal to LIBOR plus 3.5% and had a maturity date of May 31, 2023. As of December 31, 2020, there were no borrowings on the 2018 Revolving Credit Facility, which bore interest at a rate of 4.25% as of December 31, 2020. The 2018 Revolving Credit Facility also required a quarterly commitment fee based on the Borrower's consolidated first lien net leverage ratio. As of December 31, 2020, the applicable rate was 0.375%, which was applied against the $35 million unused revolving credit facility balance. In connection with the 2021 Credit Agreement, the 2018 Revolving Credit Facility was terminated resulting in a $0.2 million loss on debt extinguishment, which represented the majority of the then-unamortized debt issuance costs related to lenders that did not participate in the 2021 Revolving Credit Facility. Future Principal Payments Future principal payments of long-term debt as of December 31, 2021 were as follows (in thousands): Years ending December 31, 2022 $ 3,263 2023 4,350 2024 4,350 2025 4,350 2026 4,350 Thereafter 414,337 Total $ 435,000 |
Preferred Units and Stockholder
Preferred Units and Stockholders' Equity / Members' Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Preferred Units and Stockholders' Equity / Members' Deficit | Preferred Units and Stockholders’ Equity / Members’ Deficit Prior to the Corporate Conversion, the Company operated subject to the terms and conditions of the amended and restated Project Angel Parent, LLC Limited Liability Company Agreement (the “Members’ Agreement”) dated May 31, 2018. The membership interests were represented by two classes: Class A Units and Class B Units. Under the Members’ Agreement, there was an unlimited number of Class A Units and Class B Units that could be issued. The Company’s board of directors had the sole authority and right to manage the business and affairs of the Company and to make all decisions and take all actions for the Company, except for certain exceptions defined within the Members’ Agreement. Class A Units Voting Rights —Class A Units did not have voting, approval, or consent rights under the Members’ Agreement. Conversion Rights —Class A Units did not have any conversion rights into common units. Preferred Return —The Class A preferred unitholders were entitled to a cumulative preferred return at a rate of 9% per annum (“Preferred Return”), compounding on a quarterly basis, on Unpaid Return (“Unpaid Return” means an amount equal to the excess of the aggregate Class A Preferred Return accrued on such Class A Units for all prior periods, over the aggregate amount of prior distributions made by the Company related to such Preferred Return) plus Unreturned Capital (“Unreturned Capital” means aggregate contributions made in exchange for Class A Units reduced by distributions made by the Company) to such unitholders for all prior quarterly periods. Liquidation Preference —The Class A preferred unitholders were entitled to liquidation preference over Class B Units. The distribution would first be made to the Class A Unpaid Return on such unitholder's outstanding Class A Units until the Class A Unpaid Return was zero, and then to the Class A Unreturned Capital (at $1,000 per unit) with respect to such unitholder's Class A Units held until the Class A Unreturned Capital was zero. Any remaining amounts would be distributed pro rata among holders of Class B Units based on the outstanding Class B Units held at the time of such distribution. Therefore, all Class A unitholders had first priority with regard to any distributions made by the Company to its unitholders, whether the result of a liquidation event (such as a sale or dissolution of the Company) or the result of a distribution elected by the board of directors of the Company. The liquidation preference provisions related to the Class A Units were considered contingent redemption provisions, and the deemed liquidation events were not solely within the control of the Company, such as a sale or change in control of the Company. Accordingly, the Company has presented the Class A Units within the mezzanine portion of the accompanying consolidated balance sheet. However, the Class A Units were not considered currently redeemable because redemption was contingent on the sale of the Company (or similar change of control event), whereas the identification of a market participant willing to purchase the Company for consideration in an amount sufficient to distribute the redemption amount to the holders of the Class A Units was not considered probable. As a result, the Company has not recorded the Preferred Return on the Class A Units within the accompanying consolidated statements of preferred units and stockholders’ equity / members' deficit. Repurchase Rights —In accordance with the terms and conditions of certain investor unit agreements, co-invest unit agreements, or other incentive unit agreements entered into between the Company and its unitholders, the Class A Units were subject to repurchase at the election of the Company, Thoma Bravo, or another related party upon the unitholder's termination or in connection with a sale of the Company. The repurchase price for each Class A Unit was the fair market value of such unit as of the date of repurchase; provided, however, that if the unitholder was terminated for cause, the repurchase price would be the lesser of the unitholder's original cost for such unit and the fair market value of such unit. Class B Units As of December 31, 2020, there were 51,492,805 units of Class B Units issued and outstanding. Class B Units did not have voting, approval, or consent rights under the Members’ Agreement. No distribution would be made on Class B Units, unless and until the distributions were made to holders of Class A Units and any remaining amounts to be distributed pro rata among holders of Class B Units based on the Class B Units held as of the time of such distribution. Certain Class B Units, including Carried Equity Units (as defined below) were subject to repurchase by the Company, Thoma Bravo, or another related party upon the unitholder's termination. Refer to Note 7 for further information regarding the Company's repurchase rights on the Class B Units, including the nature and classification of certain Class B Units on the consolidated balance sheets. Common Stock and Preferred Stock Upon the Corporate Conversion, the Company filed its certificate of incorporation in the State of Delaware on July 27, 2021, whereby the Company’s authorized capital stock consists of 650,000,000 shares of capital stock, $0.001 par value per share, of which 600,000,000 shares are designated as common stock and 50,000,000 shares are designated as preferred stock. Upon the Company’s Corporate Conversion, the Company converted each of its outstanding Class A Units into a number of shares of common stock equal to the result of the accrued preferred return price per Class A Unit divided by the conversion price per share of common stock determined by the board of directors of $25.50. The preferred return price for each Class A Unit was equal to the future value of $1,000 at a 9% interest rate compounded quarterly over the time passed since the issuance of such unit. Upon the Company’s Corporate Conversion, the outstanding Class A Units converted into an aggregate of 16,607,235 shares of common stock and were reclassified into permanent equity. Subsequent to the Corporate Conversation, there were no Class A Units outstanding. Additionally, all the outstanding Class B Units converted into an aggregate of 53,646,668 shares of common stock on a one-for-one basis. There are 691,270 of such shares that remain subject to future vesting and are not included in the outstanding shares as of December 31, 2021. As of December 31, 2021, there were 79,734,984 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding. Common Stock Dividend Rights Subject to preferences that may apply to any shares of preferred stock outstanding at the time, and any contractual limitations, such as the Company’s credit agreements, the holders of common stock are entitled to receive dividends out of funds then legally available, if any, if the board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that the board of directors may determine. Voting Rights The holders of common stock are entitled to one vote per share. The Company’s shares of common stock vote as a single class on all matters relating to the election and removal of directors from the board of directors and as provided by law. The Company’s stockholders do not have the ability to cumulate votes for the election of directors. Except in respect of matters relating to the election of directors, or as otherwise provided in the Company’s charter or required by law, all matters to be voted on by stockholders must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote on the subject matter. In the case of the election of directors, director candidates must be approved by a plurality of the shares present in person or by proxy at the meeting and entitled to vote on the election of directors. No Preemptive or Similar Rights The Company’s common stock is not entitled to preemptive rights and is not subject to conversion, redemption, or sinking fund provisions. Right to Receive Liquidation Distributions If the Company becomes subject to a liquidation, dissolution, or winding-up, the assets legally available for distribution to the Company’s stockholders would be distributed ratably among the holders of common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock. Fully Paid and Non-Assessable All of the outstanding shares of common stock are fully paid and non-assessable. Preferred Stock Pursuant to the Company’s charter, the board of directors has the authority, without further action by the stockholders, to issue from time to time shares of preferred stock in one or more series. The board of directors may designate the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, redemption rights, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on the common stock, diluting the voting power of common stock, impairing the liquidation rights of common stock, or delaying, deterring, or preventing a change in control. Such issuance could have the effect of decreasing the market price of the Company’s common stock. Any preferred stock so issued may rank senior to the common stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up, or both. The Company currently has no plans to issue any shares of preferred stock. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation 2018 Equity Plan On October 23, 2018, the Company’s board of managers approved the adoption of the Project Angel Parent, LLC Equity Plan (the “2018 Plan”). The 2018 Plan provided incentives to employees, consultants, directors, managers, or advisers of the Company and its subsidiaries through the sale or grant of the Company’s Class A Units, Class B Units, and/or other equity-based awards. Under the 2018 Plan, 4,868 Class A Units and 738,796 Class B Units were issued under co-invest agreements (“Co-Invest Units”), which remained outstanding as of December 31, 2020. No additional Co-Invest Units were granted subsequent to December 31, 2020. Upon the Corporate Conversion and the completion of the Company’s IPO, all outstanding Co-Invest Units were converted into shares of common stock. In addition, under the 2018 Plan, in 2019, the Company issued 746,744 of Class B Units at a price of $0.06 per unit, to employees, directors, and officers of the Company (the “Carried Equity Units”). No additional units were granted during the periods ended December 31, 2021 and 2020. The Carried Equity Units were subject to vesting based on (1) the participant’s continued service to the Company over a period of approximately one Vested Carried Equity Units were subject to repurchase at the fair market value of such unit; provided, however, that if the participant is terminated for cause, the repurchase price for each vested unit shall be the lesser of the participant’s original cost for such unit and the fair market value of such unit. The Company recognized approximately $0.6 million in share-based compensation expense during the year ended December 31, 2020, for Carried Equity Units related to the excess of fair value per unit on date of issuance over the $0.06 per unit purchase price paid by the participants, which has been recognized as additional compensation expense attributable to the participants. The effects on the Carried Equity Units resulting from the Corporate Conversion and the completion of the Company’s IPO, including the related balances as of December 31, 2021, and activity during the year ended December 31, 2021, are disclosed below in the section titled “Restricted Stock Awards.” 2019 Equity Option Plan On May 6, 2019, the Company established the 2019 Equity Option Plan (the “2019 Plan”). The 2019 Plan provides for grants of certain unit options to employees, which allowed option holders to purchase Class B Units in the Company. For time-based service options granted, the options vested over a period of three As of December 31, 2020, the maximum aggregate number of Class B Units that could be sold or granted to participants under both the 2018 Plan and the 2019 Plan amounted to 9,450,667. The effects on the options to purchase Class B Units resulting from the Corporate Conversion and the completion of the Company’s IPO are disclosed below in the section titled “Stock Options.” 2021 Stock Option and Incentive Plan The 2021 Stock Option and Incentive Plan (the “2021 Plan”) was adopted by the board of directors and approved by the Company’s stockholders following the Corporate Conversion and became effective as of July 26, 2021. The 2021 Plan replaced both the 2019 Plan and the 2018 Plan. The 2021 Plan provides flexibility to the Company’s compensation committee to use various equity-based incentive awards as compensation tools to motivate the Company’s workforce. The incentive awards that may be granted under the 2021 Plan include, but are not limited to, options to purchase common stock, stock appreciation rights, restricted shares of common stock, restricted stock units, and cash bonuses. The Company has initially reserved 13,171,588 shares of its common stock for the issuance of awards under the 2021 Plan. The 2021 Plan provides that the number of shares reserved and available for issuance under the 2021 Plan will automatically increase on January 1, 2022 and each January 1 thereafter, by 5% of the outstanding number of shares of common stock on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s compensation committee. The number of shares reserved under the 2021 Plan is subject to adjustment in the event of a stock split, stock dividend, or other change in the Company’s capitalization. The shares issued under the 2021 Plan are authorized but unissued shares or shares that the Company reacquires. The shares of common stock underlying any awards under the 2021 Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock, or are otherwise terminated (other than by exercise) will be added back to the shares of common stock available for issuance under the 2021 Plan. Persons eligible to participate in the 2021 Plan will be those full or part-time officers, employees, non-employee directors, and consultants as selected from time to time by the compensation committee in its discretion. Stock Options In connection with the Corporate Conversion, outstanding options to purchase Class B Units granted under the 2019 Plan were converted into options to purchase shares of common stock, which have been granted under the 2021 Plan. The 2021 Plan provides for grants of stock options which allow option holders to purchase shares of common stock in the Company. For time-based service options granted, the options vest over a period of three In addition, under the 2021 Plan and upon the occurrence of the Company’s IPO, the Company granted stock option awards to certain of its directors, officers, and employees totaling 1,498,455 options to purchase common stock at an exercise price equal to the IPO price of $26.00 per share. A summary of stock option activity during the years ended December 31, 2021, 2020, and 2019 is as follows (in thousands, except options, price per option, and term amounts): Number of Options Weighted Average Exercise Price Weighted Average Remaining Contract Term Aggregate Intrinsic Value Outstanding – January 1, 2019 — $ — $ — Granted 2,757,696 6.06 Exercised — Forfeited — Outstanding – December 31, 2019 2,757,696 $ 6.06 9.70 $ — Granted 412,000 7.89 Exercised — Forfeited — Outstanding – December 31, 2020 3,169,696 $ 6.30 8.80 $ 38,108 Granted 1,584,805 25.78 Exercised (278,887) 6.15 Forfeited (218,802) 19.76 Outstanding – December 31, 2021 4,256,812 $ 13.05 8.44 $ 42,429 Vested and expected to vest in the future at December 31, 2021 4,256,812 13.05 8.44 42,429 Exercisable at December 31, 2021 2,248,462 $ 6.27 8.03 $ 34,417 The total fair value of options that vested during the years ended December 31, 2021, 2020, and 2019 was $12.4 million, $1.9 million, and $0, respectively. The total intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was $5.3 million and none, respectively. The fair value of all time-based service options and performance-based options granted was estimated using a Black-Scholes option pricing model with the following assumptions: Volatility – The computation of expected volatility is based on a calculation using the historical volatility of a group of publicly traded peer companies. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of the Company’s traded stock price. In evaluating the similarity of peer companies, the Company considered factors such as industry, stage of life cycle, size, and financial leverage. Risk-Free Interest Rate – The risk-free interest rates are based on U.S. Treasury yields in effect at the grant date for notes over the expected option term. Expected Term – The estimate of the expected term of options granted was determined by utilizing a weighted-average approach, considering the use of the “simplified method” (where the expected term is presumed to be equal to the vesting period plus the midpoint of the remaining contractual term). The Company utilizes this method as it does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Dividend Yield – The expected dividend yield assumption of zero is based on the Company’s current expectations about its anticipated dividend policy over the expected option term. Over the course of the Company’s history, it has not declared or paid any dividends to stockholders/unitholders. The following assumptions were used by the Company to record compensation expense for performance-based and time-based options granted during the years ended December 31, 2021, 2020, and 2019 (dollars in thousands, except per option amounts): Year Ended December 31, 2021 2020 2019 Aggregate grant date fair value of options granted $ 23,111 $ 1,063 $ 2,648 Assumptions for option valuation: Expected volatility 62.0% 61.0-66.0% 61.0-66.0% Expected dividend yield — % — % — % Expected risk-free interest rate 0.2-0.9% 0.2-0.8% 1.4-1.9% Expected term of options 3 – 6 years 3 – 6 years 4 – 6 years Maximum contractual term 10 years 10 years 10 years Weighted average grant date fair value per option $ 14.58 $ 5.16 $ 2.35 The Company recognized approximately $14.5 million, $2.3 million, and $1.3 million in share-based compensation expense related to time-based and performance-based stock options for the years ended December 31, 2021, 2020, and 2019, respectively. Included in the amounts of share-based compensation for the year ended December 31, 2021, is the acceleration of share-based compensation expense in the amount of $10.3 million related to 500,000 options to purchase common stock which became fully vested upon the completion of the Company’s IPO. During the years ended December 31, 2021, 2020, and 2019, performance-based options were probable of vesting and, therefore, were included as part of share-based compensation expense. As of December 31, 2021, there was approximately $20.0 million of unrecognized share-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of approximately 2.87 years. Restricted Stock Awards In connection with the Corporate Conversion, all outstanding Carried Equity Units granted under the 2018 Plan were converted into restricted stock awards (“RSAs”), which have been granted under the 2021 Plan. The RSAs are subject to vesting based on (1) the participant’s continued service to the Company over a period of approximately one The Company recognized approximately $11.5 million in share-based compensation expense related to RSAs for the year ended December 31, 2021. Included in the amounts of share-based compensation for the year ended December 31, 2021, is the acceleration of share-based compensation expense in the amount of $11.1 million related to 426,657 Carried Equity Units which became fully vested upon the completion of the Company’s IPO. The Company recognized $0.6 million in share-based compensation expense during the year ended December 31, 2020. Share-based compensation expense related to the excess of fair value per unit on date of issuance over the $0.06 per share purchase price paid by the participants, has been recognized as additional compensation expense attributable to the participants. Restricted Stock Units The 2021 Plan provides for grants of restricted stock units (“RSUs”) whereby each RSU shall relate to one share of common stock. The RSUs are subject to time-based vesting, generally over a period of one Under the 2021 Plan and upon the occurrence of the Company’s IPO, the Company granted RSUs to certain of its directors, officers, and employees totaling 1,068,654 RSUs based on the IPO price of $26.00 per share. A summary of RSU activity during the year ended December 31, 2021, is as follows: Number of RSUs Weighted Average Grant Date Fair Value Non-vested – January 1, 2021 — $ — Granted 1,184,863 25.72 Vested (24,971) 22.82 Forfeited (86,363) 26.00 Non-vested – December 31, 2021 1,073,529 $ 25.76 As of December 31, 2021, 1,073,529 RSUs are expected to vest. The Company recognized approximately $4.7 million in share-based compensation expense related to RSUs for the year ended December 31, 2021. As of December 31, 2021, there was approximately $23.6 million of unrecognized share-based compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of approximately 3.0 years. Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “2021 ESPP”), was adopted by the board of directors and approved by the Company’s stockholders following the Corporate Conversion and became effective as of July 26, 2021. The 2021 ESPP initially reserves and authorizes the issuance of up to a total of 810,345 shares of common stock to participating employees. The 2021 ESPP provides that the number of shares reserved and available for issuance will automatically increase on January 1, 2022 and each January 1 thereafter through January 1, 2031, by the least of (i) 900,000 shares of common stock, (ii) 1% of the outstanding number of shares of common stock on the immediately preceding December 31 or (iii) such lesser number of shares of common stock as determined by the administrator of the 2021 ESPP. The number of shares reserved under the 2021 ESPP will be subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. All employees will be eligible to participate in the 2021 ESPP. However, any employee who owns 5% or more of the total combined voting power or value of all classes of stock will not be eligible to purchase shares under the 2021 ESPP. The Company may make one or more offerings each year to its employees to purchase shares under the 2021 ESPP. Offerings will usually begin on each May 1 and November 1 and will continue for six-month periods, referred to as offering periods. Each eligible employee will be able to elect to participate in any offering by submitting an enrollment form at least 15 business days before the relevant offering date. An employee’s rights under the 2021 ESPP will terminate upon voluntary withdrawal from the plan or when the employee ceases employment with us for any reason. As of December 31, 2021, the Company has not issued any shares of common stock under the 2021 ESPP. As of December 31, 2021, there was approximately $0.3 million of unrecognized share-based compensation related to the ESPP that is expected to be recognized over the remaining term of the current offering period. The Company recognized $0.1 million of share-based compensation expense related to the ESPP for the year ended December 31, 2021. Share-Based Compensation Share-based compensation for share-based awards granted to participants has been recorded in the consolidated statements of operations for the years ended December 31, 2021 and 2020 as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenues $ 6,478 $ 180 $ 87 General and administrative 14,558 1,952 1,307 Research and development (1) 7,453 339 169 Sales and marketing 2,247 370 228 Total share-based compensation expense $ 30,736 $ 2,841 $ 1,791 ______________ (1) Net of $0.1 million included in capitalized software on the Company’s consolidated balance sheets as of December 31, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision (benefit) from income taxes for the years ended December 31, 2021, 2020, and 2019 consist of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 215 237 74 Total current 215 237 74 Deferred: Federal 3,746 1,858 (3,854) State 1,180 (303) (1,335) Total deferred 4,926 1,555 (5,189) Provision for (benefit from) income taxes $ 5,141 $ 1,792 $ (5,115) The provision for (benefit from) income taxes differs from that computed at the federal statutory corporate income tax rate as follows for the years ended December 31, 2021, 2020, and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Tax (benefit) expense computed at federal statutory rate $ (1,019) $ 2,298 $ (3,721) State income tax (benefit) expense, net of federal benefit 1,178 507 (459) Nondeductible share-based compensation 1,478 — — 162m limitation 4,131 — — Other nondeductible expenses 100 126 170 Rate change 472 — — R&D credits (1,462) (1,149) (1,132) Transaction costs true up 247 — — Other 16 10 27 Provision for (benefit from) income taxes $ 5,141 $ 1,792 $ (5,115) Deferred income taxes at December 31, 2021 and 2020 consist of the following (in thousands): As of 2021 2020 Deferred income tax assets: Net operating losses $ 18,553 $ 16,699 Credits 5,310 2,891 Reserves and accruals 1,147 2,808 Share-based compensation 1,788 882 Interest expense carryover 3,044 1,377 Transaction costs 2,428 2,770 Other 209 5 Total deferred income tax assets 32,479 27,432 Deferred income tax liabilities: Fixed assets (689) (1,054) Intangible assets (26,800) (16,894) Debt issuance costs (704) — Total deferred income tax liabilities (28,193) (17,948) Net deferred income tax asset $ 4,286 $ 9,484 Net operating loss (“NOL”) and R&D tax credit carryforwards at December 31, 2021 and 2020 consist of the following (in thousands): As of 2021 2020 NOL carryforwards: Federal $ 77,798 $ 71,706 State 35,124 25,568 R&D tax credit carryforwards: Federal 4,485 2,226 State 3,284 2,061 $17.7 million of federal NOL carryforwards generated prior to 2018 will expire from 2029 through 2037 and $31.0 million of state NOL carryforwards generated in 2009 through 2021 will expire from 2029 through 2041. $60.0 million of federal NOL carryforwards generated in 2018 through 2021 have no expiration date and $4.1 million of state NOL carryforwards generated in 2018 through 2021 have no expiration date. The NOL carryforward amounts at December 31, 2021 and 2020 do not include $9.1 million and $9.0 million, respectively, of federal NOLs that are expected to expire prior to utilization due to a Section 382 limitation placed on the acquired NOLs of CRIF and Saylent at acquisition. A reserve for uncertain tax positions has been recorded against the federal and state R&D credits of $1.1 million and $0.8 million, respectively, at December 31, 2021 and $0.6 million and $0.5 million, respectively, at December 31, 2020. The federal research credits begin to expire in 2034. $0.4 million of state research credits begin to expire in 2032 and the remaining $2.9 million of state research credits have no expiration period. Valuation Allowance Deferred income tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company assesses whether a valuation allowance should be recorded against its deferred tax assets based on the consideration of all available evidence, using a “more likely than not” realization standard. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company considered all positive and negative evidence and based on the weight of such evidence concluded that a valuation allowance is not needed as of December 31, 2021. Uncertain Tax Positions ASC 740, Accounting for Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Topic also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Topic requires an entity to recognize the financial statement impact of a tax position when it is more likely than not that the position will be sustained based solely upon its technical merits. The amount recognized is the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. In addition, the Topic permits an entity to recognize interest and penalties related to tax uncertainties either as income tax expense or operating expenses. The Company has chosen to recognize interest and penalties related to tax uncertainties as income tax expense. The Company has recorded an uncertain tax position with respect to its R&D credits. There are no penalties or interest recorded on these liabilities as the credits have not yet been fully utilized, and, therefore, the uncertain tax position is recorded primarily as a reduction of the deferred tax asset related to these credits. The Company does not anticipate any material changes to unrecognized tax benefit within the next twelve months that will affect the effective tax rate. The reconciliation of unrecognized tax benefits at the beginning and end of the year is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Beginning balance $ (1,072) $ (699) $ (321) Gross increase related to prior year positions (386) — — Gross increase related to current year positions (484) (373) (378) Ending balance $ (1,942) $ (1,072) $ (699) If recognized, the entire balance of unrecognized benefits at December 31, 2021 and 2020, would affect the effective tax rate on income from continuing operations. The Company is subject to U.S. Federal income tax as well as to income tax of multiple state jurisdictions. The Company is subject to examination for tax years back to 2018 and 2017 for federal and state purposes, respectively, and its NOL’s dating back to 2009 are subject to adjustment by the taxing authorities if claimed on a future tax tiling for which the statute remain open to examination. Currently, there are no audits in process or pending from Federal or state tax authorities. The Company is undergoing a California tax examination for the pre-acquisition year-ended May 31, 2018. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company has leased one property from a related party. Rental expense for this property totaled $0.9 million, $0.9 million, and $0.8 million for the years ended December 31, 2021, 2020, and 2019, respectively. The Company entered into a sale-leaseback transaction with a related party on April 29, 2019 for one of its office properties, in which the Company was involved in the construction of significant changes to the existing building and was considered the continued owner of the building for accounting purposes. Under the terms of the lease and based on certain prohibited forms of continuing involvement in the leased assets, the lease did not qualify for sale-leaseback accounting and was accounted for as a financing obligation. The lease was terminated in October 2020. On May 31, 2018, the Company entered into an Advisory Services Agreement with Thoma Bravo, a private equity firm, that owns the majority of the Company through private equity funds managed by the firm. During the years ended December 31, 2021, 2020, and 2019, the Company recorded $1.2 million, $2.1 million, and $2.5 million, respectively, in general and administrative expenses on the accompanying consolidated statements of operations for management and advisory fees. As of December 31, 2020, the Company had a balance of $0.5 million, for amounts paid to Thoma Bravo included within prepaid expenses and other current assets on the accompanying consolidated balance sheets. The Advisory Services Agreement was terminated upon completion of the IPO. During the years ended December 31, 2021, 2020, and 2019, the Company recorded $1.6 million, $1.1 million, and none, respectively, in cost of sales on the accompanying consolidated statements of operations for third-party expenses with a Thoma Bravo affiliated company. As of December 31, 2021 and 2020, the Company had accounts payable of $0.2 million and $0.1 million, respectively, and accrued liabilities of $0.2 million and $0.1 million, respectively, with a Thoma Bravo affiliated company. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data): Years Ended December 31, 2021 2020 2019 Basic and diluted net loss per share Numerator: Net loss attributable to common stockholders $ (30,940) $ (25,260) $ (44,064) Denominator: Weighted-average number of common stock—basic and dilutive 63,813,770 51,153,041 49,949,858 Net loss per share: Basic and dilutive $ (0.48) $ (0.49) $ (0.88) The following outstanding potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders because their impact would have been anti-dilutive for the periods presented: As of December 31, 2021 2020 2019 Options to purchase common stock outstanding, unexercised 4,256,812 3,169,696 2,757,696 Restricted stock awards, unvested 691,270 2,700,948 4,008,696 Restricted stock units, unvested 1,073,529 — — Total 6,021,611 5,870,644 6,766,392 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Saylent Technologies, Inc. On April 1, 2021, the Company acquired all of the outstanding stock of Saylent Technologies, Inc. (“Saylent”) for cash consideration of $38.5 million, subject to adjustment as defined in the purchase agreement. In connection with the acquisition, the Company incurred $0.8 million in acquisition related costs. Such costs have been included in acquisition related costs in the accompanying consolidated statements of operations. The acquisition was funded by the Company’s available cash. Saylent was based out of Boston, MA and is a data analytics and marketing solution that offers insights to financial institutions that help drive account and credit and debit card usage a nd allows the Company to accelerate market availability of already planned product investments . The acquisition was accounted for using the acquisition method of accounting, whereby the acquired assets and liabilities of Saylent were recorded at their respective fair values and added to those of the Company, including an amount for goodwill. Results of operations of Saylent have been included in the operations of the Company beginning with the closing date of the acquisition. The acquisition was deemed immaterial to the Company’s operating results as a whole. The table below summarizes the allocation of the purchase price of Saylent based on the estimated fair value of the assets acquired and the liabilities assumed (in thousands). Assets acquired: Cash and cash equivalents $ 1,676 Restricted cash 879 Accounts receivable, net 4,174 Prepaid expenses and other current assets 121 Property and equipment, net 371 Goodwill 22,036 Intangible assets 13,700 Total assets acquired 42,957 Liabilities assumed: Accounts payable 210 Accrued compensation and benefits 2,191 Accrued expenses 754 Deferred tax liability 521 Notes payable (PPP Loan) 775 Total liabilities assumed 4,451 Fair value of assets acquired and liabilities assumed $ 38,506 As of year ended December 31, 2021, the Company is still finalizing the provisional price allocation for income tax effects; to date, the Company has recorded a decrease of $0.2 million to goodwill and the corresponding deferred tax liability. The goodwill recognized is attributable to increased customer base and expanded service capabilities. The Saylent acquisition is treated as a stock purchase for income tax purposes; therefore, of the goodwill recorded, none is considered deductible for income tax purposes. The fair value of the separately identifiable finite-lived intangible assets acquired and estimated useful lives are as follows (in thousands, except years): Estimated Fair Values Weighted Average Amortization Life (years) Customer relationships $ 5,800 15.0 Trademarks 1,500 6.3 Non-competition agreements 600 2.0 Developed technology 5,800 8.7 Total acquisition-related intangible assets $ 13,700 10.8 The fair value estimates for intangible assets include significant assumptions in the prospective financial information, such as revenue growth, customer attrition, and the discount rate. The fair value of the intangible assets was primarily based on the income approach using various methods such as the relief from royalty and excess earnings methods. TazWorks, LLC On December 31, 2020, the Company acquired the majority of the assets of TazWorks, LLC (“TazWorks”). TazWorks provides software and data solutions to CRAs focused on the employment and tenant screening market, a market that is adjacent and complementary to the Company’s solutions for credit focused CRAs. TazWorks was located in Draper, Utah. Acquisition costs, which are expensed as incurred, amounted to $0.8 million for the TazWorks acquisition for the year ended December 31, 2020, and are included in acquisition related costs on the consolidated statements of operations. The acquisition was funded through a combination of available cash and proceeds from the Company’s 2018 First Lien credit facility as drawn upon during the year ended December 31, 2021. See Note 5, Long-Term Debt. The aggregate consideration paid in connection with the TazWorks acquisition was $89.8 million, consisting of $5.0 million in cash paid at close plus $84.8 million in cash paid in January 2021. The table below summarizes the allocation of the purchase price based on the estimated fair value of the assets acquired and the liabilities assumed (in thousands). The purchase price paid was in excess of the fair value of the net assets acquired and, as a result, the Company recorded goodwill as a result of the acquisition. Assets acquired: Accounts receivable, net $ 1,499 Prepaid expenses and other current assets 133 Property and equipment, net 73 Goodwill 48,006 Intangible assets 41,800 Total assets acquired 91,511 Liabilities assumed: Accounts payable 24 Accrued expenses 1,658 Total liabilities assumed 1,682 Fair value of assets acquired and liabilities assumed $ 89,829 During the year ended December 31, 2021, the Company settled its remaining obligation for the acquisition of TazWorks. The Company’s final remaining provisional purchase price allocation amount related to the final working capital adjustment, which amounted to approximately $0.2 million received by the Company from the sellers of TazWorks, was settled in April 2021 and resulted in a corresponding adjustment to prepaid expenses and other current assets. Because this acquisition closed on December 31, 2020, TazWorks’ operating results were insignificant to the Company’s consolidated results of operations for the year ended December 31, 2020. The goodwill recognized is attributable primarily to synergies expected from the integration of the acquired product offering into the Company’s integrated solutions including an increasing customer base and the expanded service capabilities that are expected to become available from planned investments in the acquired products. The TazWorks acquisition is treated as an asset purchase for income tax purposes; therefore, of the goodwill recorded, $46.4 million is expected to be deductible for tax purposes. The fair value of the separately identifiable finite-lived intangible assets acquired and estimated useful lives are as follows (in thousands, except years): Estimated Fair Values Weighted Average Amortization Life (years) Developed technology $ 9,200 10.0 Trademarks 2,300 10.0 Customer relationships 30,300 10.0 Total acquisition-related intangible assets $ 41,800 10.0 The fair value estimates for intangible assets include significant assumptions in the prospective financial information, such as revenue growth, customer attrition, and the discount rate. The fair value of the intangible assets was primarily based on the income approach using various methods such as relief from royalty and excess earnings methods. Intangible assets are amortized on a straight-line basis over their estimated useful lives. Teledata Communications, Inc. On November 2, 2020, the Company acquired all of the outstanding common stock of Teledata Communications, Inc. (“TCI”). TCI is based in Islandia, Long Island and offers cloud-based SaaS solutions for financial institutions, and its product offering is complementary to existing offerings of the Company. Acquisition costs, which are expensed as incurred, amounted to $0.8 million for the TCI acquisition for the year ended December 31, 2020, and are included in operating expenses in the consolidated statements of operations. The acquisition was funded by the Company’s available cash. The aggregate consideration paid in connection with the TCI acquisition was $105.8 million, paid in cash. In accordance with the purchase agreement, at closing, the former owners of TCI deposited $2.1 million into a Paycheck Protection Program (“PPP”) loan escrow account. During 2021, the PPP loan was forgiven by the SBA and the escrow deposit was repaid to the former owners of TCI. The table below summarizes the allocation of the purchase price based on the estimated fair value of the assets acquired and the liabilities assumed (in thousands). The purchase price paid was in excess of the fair value of the net assets acquired and, as a result, the Company recorded goodwill as a result of the acquisition. Assets acquired: Cash and cash equivalents $ 2,745 Accounts receivable, net 2,355 Prepaid expenses and other current assets 257 Property and equipment, net 370 Goodwill 56,079 Intangible assets 48,600 Deferred tax asset 273 Other non-current assets 86 Total assets acquired 110,765 Liabilities assumed: Accounts payable 374 Accrued compensation and benefits 362 Deferred revenue 1,108 Accrued expenses 979 Notes payable (PPP Loan) 2,142 Total liabilities assumed 4,965 Fair value of assets acquired and liabilities assumed $ 105,800 The goodwill recognized is attributable primarily to synergies expected from the integration of the acquired product offering into the Company’s integrated solutions including an increasing customer base, the expanded service capabilities that are expected to become available from planned investments in the acquired products, and the value of the assembled work force in accordance with generally accepted accounting principles. The TCI acquisition is treated as a deemed asset purchase for income tax purposes; therefore, of the goodwill recorded, $55.2 million is expected to be deductible for tax purposes. The results of TCI’s operations are included in the Company’s consolidated statements of operations since November 2, 2020, the date of the acquisition. Revenue attributable to TCI was $3.6 million for the period ended December 31, 2020. Net income attributable to TCI was insignificant to the operating results for the year ended December 31, 2020. The fair value of the separately identifiable finite-lived intangible assets acquired and estimated useful lives are as follows (in thousands, except years): Estimated Fair Values Weighted Average Amortization Life (years) Customer relationships $ 36,200 10.0 Trademarks 2,300 10.0 Developed technology 10,100 9.6 Total acquisition-related intangible assets $ 48,600 9.6 The fair value estimates for intangible assets include significant assumptions in the prospective financial information, such as revenue growth, customer attrition, and the discount rate. The fair value of the intangible assets was primarily based on the income approach using various methods such as the relief from royalty and excess earnings methods. Intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from five . Pro Forma Financial Information (Unaudited) The pro forma statements of operations data for the years ended December 31, 2019 and 2020, give effect to the 2020 acquisitions, described above, as if they had occurred at January 1, 2019. These amounts have been calculated after adjusting the operating results of TCI and TazWorks for the following primary items: (1) additional intangible amortization from the transaction, (2) additional interest expense on borrowings, (3) removal of historical interest expense of the acquired entities, (4) acquisition-related expenses incurred, (5) adjustments to certain employee stock-based compensation, (6) adjustments to deferred revenue that would have occurred assuming the fair value adjustments had been applied since January 1, 2019, and (7) the related tax effects of the above adjustments. For the years ended December 31, 2020 and 2019 pro forma revenue was $235.7 million and $195.4 million, respectively. Pro forma earnings reflect net income of $8.6 million and net loss of $17.2 million for the years ended December 31, 2020 and 2019, respectively. The unaudited pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the acquisitions taken place as of January 1, 2019 or the results of our future operations. Furthermore, the pro forma results do not give effect to all cost savings or incremental costs that may occur as a result of the integration and consolidation of the completed acquisitions. Goodwill Rollforward A rollforward of the Company’s goodwill balance from January 1, 2020 to December 31, 2021 is as follows: Year Ended December 31, 2021 2020 Beginning balance $ 542,965 $ 438,880 Saylent Technologies, Inc. acquisition 22,036 — TazWorks, LLC acquisition — 48,006 Teledata Communications, Inc. acquisition — 56,079 Adjustments to Saylent Technologies, Inc. acquisition date fair value (249) — Adjustments to TazWorks, LLC acquisition date fair value 47 — Ending balance $ 564,799 $ 542,965 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Employee BenefitsThe Company has a retirement savings plan, which qualifies under Section 401(k) of the Internal Revenue Code. Under the plan, participating employees may make elective deferrals which are matched up to specified limits by the Company. Employer matching contributions for the years ended December 31, 2021, 2020, and 2019 were $1.3 million, $0.8 million, and $0.8 million, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn March 5, 2022, the Company signed a merger agreement to acquire StreetShares, a financial technology company that provides digital small business lending technology to banks and credit unions. This transaction remains subject to certain closing conditions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe consolidated financial statements of the Company have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. |
Operating and Reportable Segment | Operating and Reportable Segment The Company operates and manages its business and financial information on a consolidated basis for the purposes of evaluating financial performance and the allocation of resources. The Company's management determined that it operates in one operating and reportable segment that is focused exclusively on providing cloud-based digital solutions in the United States. In reaching this conclusion, management considers the definition of the chief operating decision maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM and how that information is used to make operating decisions, allocate resources, and assess performance. The Company's CODM is the chief executive officer. The results of operations provided to and analyzed by the CODM are at the consolidated level, and accordingly, key resource decisions and assessment of performance are performed at the consolidated level. The Company assesses its determination of operating segments at least annually. |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations.” The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in acquisition related costs on the consolidated statements of operations. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with management’s determination of the fair values of assets acquired and liabilities assumed in a business combination. During the measurement period, if new information is obtained about facts and circumstances that existed as of the acquisition date, changes in the estimated fair values of the net assets recorded may change the amount of the purchase price allocated to goodwill. During the measurement period, which expires one year from the acquisition date, changes to any purchase price allocations that are material to the Company’s consolidated financial results will be adjusted prospectively. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses. Significant items subject to such estimates include revenue recognition including determining the nature and timing of satisfaction of performance obligations, variable consideration, standalone selling price, and other revenue items requiring significant judgment; share-based compensation; the fair value of acquired intangibles; the capitalization of software development costs; the useful lives of property and equipment and long-lived intangible assets; impairment of goodwill and long-lived assets; and income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from those estimates. Accounting policies and estimates that most significantly impact the presented amounts within these financial statements are further described below: |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity date of three months or less to be cash equivalents. As of December 31, 2021 and 2020, cash consisted of checking deposit accounts and demand deposit accounts. As of December 31, 2021, cash equivalents included $60.0 million held in a money market fund. There were no cash equivalents held as of December 31, 2020. |
Restricted Cash | Restricted Cash Any cash that is legally or contractually restricted from immediate use is classified as restricted cash. The Company held no restricted cash as of December 31, 2021. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for certain of its financial assets at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: • Level 1 – Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. • Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. Cash and cash equivalents are invested in short-term and highly liquid investment-grade obligations, which are held in safekeeping by large and creditworthy financial institutions. Deposits in these financial institutions may exceed federally insured limits. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable includes billed and unbilled receivables, net of allowance for doubtful accounts. Trade accounts receivable are recorded at invoiced amounts and do not bear interest. The expectation of collectability is based on a review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine the appropriate amount of allowance for doubtful accounts. Any increases or decreases to this allowance are charged or credited, respectively, as a bad debt expense to general and administrative expenses. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. The following table presents changes in the Company’s allowance for doubtful accounts: Year Ended December 31, 2021 2020 Beginning Balance $ (641) $ (2,011) Provision for doubtful accounts — — Write offs, net 426 1,370 Ending Balance $ (215) $ (641) |
Property and Equipment | Property and Equipment The Company records property and equipment at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows: Asset Category Life (years) Computer equipment and software 3 – 5 years Office equipment and furniture 3 – 7 years Buildings 25 years Leasehold improvements Shorter of the lease term and the estimated useful lives of the assets |
Goodwill | Goodwill The Company evaluates and tests the recoverability of goodwill for impairment at least annually, on October 1, or more frequently if circumstances indicate that goodwill may not be recoverable. The Company performs the impairment testing by first assessing qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of its reporting unit is less than its carrying amount. The Company has one reporting unit. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company tests for impairment by comparing the estimated fair value of the reporting unit with its carrying amount. The Company estimates the fair value of the reporting unit using a “step one” analysis using a fair-value-based approach based on the Company’s market capitalization or a discounted cash flow analysis of projected future results to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Any excess of the carrying amount of the reporting unit’s goodwill over its fair value is recognized as an impairment loss, and the carrying value of goodwill is written down. In assessing the qualitative factors, the Company considers the impact of certain key factors including macroeconomic conditions, industry and market considerations, management turnover, changes in regulation, litigation matters, changes in enterprise value, and overall financial performance. |
Research and Development and Capitalized Software | Research and Development and Capitalized Software For development costs related to internal use software, such as the Company’s subscription offerings, the Company follows guidance of ASC 350-40, “Internal Use Software.” ASC 350-40 sets forth the guidance for costs incurred for computer software developed or obtained for internal use and requires companies to capitalize qualifying computer software development costs, which are incurred during the application development stage. Once the application development stage is reached, internal and external costs are capitalized until the software is substantially complete and ready for its intended use. These capitalized costs are to be amortized on a straight-line basis over the expected useful life of the software of three years. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. For the years ended December 31, 2021, 2020, and 2019, the Company capitalized $5.0 million, $3.2 million, and $2.7 million respectively, related to internally developed software costs. Such capitalized costs related to developed technology are included within the intangible assets balance in the consolidated balance sheets. |
Deferred Offering Costs | Deferred Offering CostsCosts directly related to the Company’s IPO were capitalized and recorded on the accompanying consolidated balance sheets until the IPO. These costs consisted of legal fees, accounting fees, and other applicable professional services incurred incrementally as a result of the IPO. After completion of the Company’s IPO, $5.2 million of deferred offering costs were reclassified to additional paid-in capital. As of December 31, 2020, $1.0 million of deferred offering costs were reported on the accompanying consolidated balance sheets within prepaid expenses and other current assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Identifiable intangible assets with finite lives, such as developed technology, customers relationships, trademarks, and non-competition agreements, are amortized over their estimated useful lives on either a straight-line or accelerated basis, depending on the nature of the intangible asset. The Company evaluates the carrying value of long-lived assets, including intangible assets with finite lives and property and equipment, whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. The impairment to be recognized is measured as the amount by which the carrying amount exceeds the fair value of the assets. |
Cumulative Preferred Return | Cumulative Preferred Return Prior to the Corporate Conversion, Class A preferred unitholders were entitled to a cumulative preferred return, as disclosed further in Note 6. At each reporting period-end, the Company evaluated whether the Class A Units were considered currently redeemable or probable of becoming redeemable in accordance with ASC 480-10, “Distinguishing Liabilities from Equity,” based on the facts and circumstances of the deemed liquidation events that would give rise to the redemption of the units. In accordance with the prescribed accounting literature, the Company would not record the cumulative preferred return in the consolidated financial statements until the Company determined that such units were probable of becoming redeemable. |
Revenue Recognition and Deferred Revenue | Revenue Recognition Revenue-generating activities are directly related to the sale, implementation, and support of the Company’s solutions. The Company derives the majority of its revenues from subscription fees for the use of its solutions hosted in either the Company’s data centers or cloud-based hosting services, volume-based fees, as well as revenues for customer support and professional implementation services related to the Company’s solutions. Under ASC 606, “Revenue from Contracts with Customers,” revenue is recognized upon the transfer of control of a promised service to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those services, net of sales taxes. The Company applies the following five-step revenue recognition model in accounting for its revenue arrangements: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when or as the Company satisfies the performance obligations. Subscription Fee Revenues The Company’s software solutions are generally available for use as hosted application arrangements under subscription fee agreements. The Company’s software solutions consist of an obligation for the Company to provide continuous access to a technology solution that it hosts and routine customer support, both of which the Company accounts for as a stand-ready performance obligation. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company’s solution is made available to the customer. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on whether the revenue recognition criteria have been met. Additional fees for monthly usage above the levels included in the standard subscription fee are recognized as revenue in the month when the usage amounts are determined and reported. The Company has a limited number of legacy customers that host and manage its solutions on-premises under term license and maintenance agreements. This type of arrangement is no longer sold and represents an immaterial amount of the Company’s subscription fee revenues. However, there is no planned sunset or end of life for these on-premises solutions. Professional Services Revenues The Company offers implementation, consulting, and training services for the Company’s software solutions and SaaS offerings. Revenues from services are recognized in the period the services are performed, provided that collection of the related receivable is probable. Other Revenues The Company enters into referral and marketing agreements with various third parties, in which revenues for the Company are primarily generated from transactions initiated by the third parties’ customers. The Company may introduce its customers to a referral partner or offer additional services available from the referral partner via an integration with the Company’s software solutions. Revenues are recognized in the period the services are performed, provided that collection of the related receivable is probable. The following table disaggregates the Company’s net revenues by major source (in thousands): Year Ended December 31, 2021 2020 2019 Subscription fees $ 235,489 $ 177,039 $ 137,585 Professional services 22,707 16,301 11,477 Other 9,480 6,000 3,669 Total revenues $ 267,676 $ 199,340 $ 152,731 Significant Judgments A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of accounting in the new revenue standard. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgments include whether the series guidance under ASC 606 is applicable to the Company’s subscription services and whether implementation and training services represent distinct performance obligations. The Company has contracts with customers that often include multiple performance obligations, usually including multiple subscription and implementation services. For these contracts, the Company accounts for distinct individual performance obligations separately by allocating the contract’s total transaction price to each performance obligation in an amount based on the relative standalone selling price (“SSP”) of each distinct good or service in the contract. In determining whether SaaS services are distinct, we considered whether the series guidance applies to the Company’s subscription services. The Company considered various factors including that substantially all the Company’s SaaS arrangements involve the transfer of a service to the customer, which represents a performance obligation that is satisfied over time because the customer simultaneously receives and consumes the benefits of the services provided. Customer support services, forms maintenance, and subscription services are considered a series of distinct services that are accounted for as a single performance obligation, as the nature of the services are substantially the same and have the same pattern of transfer (i.e., distinct days of service). For these contracts, the Company allocates the ratable portion of the consideration to each period based on the services provided in such period. In determining whether implementation services are distinct from subscription services, the Company considered that there is not a significant level of integration between implementation and subscription services. Further, implementation services in our contracts provide benefits to the customer with other readily available resources, and the implementation services generally are not interdependent with the SaaS subscription services. Therefore, implementation services are generally accounted for as a separate performance obligation, as they represent distinct services that provide benefit to the customer apart from SaaS services. Consulting and training services are generally considered a separate performance obligation as they are considered distinct services that provide a benefit to the customer on their own. The determination of SSP for each distinct performance obligation requires judgment. Performance obligations are generally sold at standard prices and subscriptions are generally coterminous. Therefore, it is rare that any reallocation of transaction consideration is required. The Company‘s best evidence of SSP is the observable price at which products and services are sold separately to customers in similar circumstances or to similar customers in a single transaction, which is generally the stated contract price. The Company believes that it is the passage of time that corresponds to the satisfaction of its subscription, implementation, and professional services performance obligations, so the appropriate measurement of progress is a time-based input method based on estimated or projected hours to complete the professional services. The Company evaluates whether it is the principal (i.e., reports revenues on a gross basis) or agent (i.e., reports revenues on a net basis) with respect to the vendor reseller agreements pursuant to which the Company resells certain third-party solutions along with the Company’s solutions. Generally, the Company reports revenues from these types of contracts on a gross basis, meaning the amounts billed to customers are recorded as revenues and expenses incurred are recorded as cost of revenues. Where the Company is the principal, it first obtains control of the inputs to the specific service and directs their use to create the combined output. The Company’s control is evidenced by its involvement in the integration of the partners’ services with the Company’s solutions before the partners’ services are transferred to the Company’s customers and is further supported by the Company being primarily responsible to the customers and having a level of discretion in establishing pricing. In cases where the Company does not obtain control prior to the transfer of services, and acts as an agent, revenue is reported on a net basis, with costs being recorded as a reduction to revenues. The Company has concluded that its subscription fees related to monthly usage above the levels included in the standard subscription fee relates specifically to the transfer of the service to the customer in that month and is consistent with the allocation objective of ASC 606 when considering all the performance obligations and payment terms in the contract. Therefore, the Company recognizes additional usage revenues in the month when the usage amounts are determined and reported. This allocation reflects the amount the Company expects to receive for the services for the given period. Contract Balances The timing of customer billing and payment relative to the start of the service period varies from contract to contract; however, the Company bills many of its customers in advance of the provision of services under its contracts, resulting in contract liabilities consisting of deferred revenue. Deferred revenue represents billings under noncancellable contracts before the related product or service is transferred to the customer. The payment terms and conditions vary by contract; however, the Company’s terms generally require payment within 30 days from the invoice date. In instances where the timing of revenue recognition differs from the timing of payment, the Company elected to apply the practical expedient in accordance with ASC 606 to not adjust contract consideration for the effects of a significant financing component. The Company expects, at contract inception, that the period between when promised goods and services are transferred to the customer and when the customer pays for those goods and services will be one year or less. As such, the Company determined its contracts do not generally contain a significant financing component. Deferred Revenue The deferred revenue balance consists of subscription and implementation fees which have been invoiced upfront and are recognized as revenue only when the revenue recognition criteria are met. The Company’s subscription contracts are typically invoiced to its customers annually, and revenue is recognized ratably over the service term. Implementation and service-based fees are most commonly invoiced 50% upfront and 50% upon completion. The Company believes that it is the passage of time that corresponds to the satisfaction of its subscription implementation and professional services performance obligations, so the appropriate measurement of progress is a time-based input method based on estimated or projected hours to complete the professional services. Accordingly, the Company’s deferred revenue balance does not include revenues for future years of multi-year noncancellable contracts that have not yet been billed and is considered current since the deferred balance will all be recognized within 12 months. |
Assets Recognized from Costs to Obtain a Contract with a Customer | Assets Recognized from Costs to Obtain a Contract with a Customer The Company capitalizes sales commissions related to its customer agreements because the commission charges are so closely related to the revenues from the noncancellable customer agreements that they should be recorded as an asset and charged to expense over the expected period of customer benefit. The Company capitalizes commissions and bonuses for those involved in the sale of our SaaS offerings, including direct employees and indirect supervisors, as these are incremental to the sale. The Company begins amortizing deferred costs for a particular customer agreement once the revenue recognition criteria are met and amortizes those deferred costs over the expected period of customer benefit, which the Company estimates to be three years. The Company determined the period of benefit by considering factors such as historically high renewal rates with similar customers and contracts, initial contract length, an expectation that there will still be a demand for the product at the end of its term, and the significant costs to switch to a competitor's product, all of which are governed by the estimated useful life of the technology. Current costs are included in prepaid expenses and other current assets, and non-current costs are included in other assets on the accompanying consolidated balance sheets. There was no impairment of assets related to deferred commissions during the years ended December 31, 2021, 2020, and 2019. The Company applies a practical expedient to expense costs to obtain a contract with a customer, as incurred, when the amortization period would have been one year or less. The following table represents the changes in contract cost assets (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 3,207 $ 1,635 Additions 4,136 2,268 Amortization (1,508) (696) Ending balance $ 5,835 $ 3,207 Contract cost assets, current 2,402 1,256 Contract cost assets, noncurrent 3,433 1,951 Total deferred contract cost assets $ 5,835 $ 3,207 |
Cost of Revenues | Cost of Revenues Cost of revenues consists primarily of salaries and other personnel-related costs, including employee benefits, bonuses, and share-based compensation, for employees providing services to our customers. This includes the costs of our implementation, customer support, data center, and customer training personnel. Cost of revenues also includes the direct costs from third-party services included in our solutions, an allocation of general overhead costs, and the amortization of developed technology. We allocate general overhead expenses to all departments based on the number of employees in each department, which we consider to be a fair and representative means of allocation. |
Marketing Costs | Marketing Costs Marketing costs are expensed as incurred. Advertising and trade show expenses were $1.0 million, $0.4 million, and $0.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. Advertising and trade show expenses are included in sales and marketing expenses in the accompanying consolidated statements of operations. |
Deferred Financing Fees | Deferred Financing Fees Deferred financing fees represent fees and other direct incremental costs incurred in connection with the Company's debt. Deferred financing fees related to the Company’s term loan are netted against the Company's debt. Deferred financing fees related to the Company’s revolving credit facility are included in prepaid expenses and other current assets, and other assets. These amounts are amortized into interest expense over the estimated life of the debt using the effective interest method for the Company’s term loan and using the straight line method for the Company’s revolving credit facility. In accordance with ASC 470-50, Debt—Modifications and Extinguishments, the Company will perform an analysis on a creditor-by-creditor basis when its debt is modified to determine if the debt instruments were substantially different. In the event of extinguishment, capitalized deferred financing costs are expensed. In the event of debt modification, lender related fees are capitalized, and third-party costs are expensed. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation by estimating the fair value of share-based payment awards at the grant date. The Company estimates the fair value of its share-based options using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation expense over the requisite service period. Calculating share-based compensation expense requires the input of highly subjective assumptions, including the expected term of the share-based awards, fair value per share, share price volatility, risk free interest rates, and the expected dividend yield of the Company’s common stock. Prior to the Company’s IPO, the Company utilized an independent valuation specialist to assist with the Company’s determination of the fair value per share. The methods used to determine the fair value per share included discounted cash flow analysis, comparable public company analysis, and comparable acquisition analysis. Starting in the third quarter of 2020 and until the Company’s IPO, the probability-weighted expected return method was used and considered multiple exit scenarios, including a near term IPO. The assumptions used in calculating the fair value of share-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, share-based compensation expense could be materially different in the future. |
Income Taxes | Income Taxes The Company accounts for income taxes using the assets and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities, as well as from net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will actually be paid, or refunds received, as provided for under currently enacted tax law. Changes in deferred tax assets and liabilities are recorded in the provision for (benefit from) income taxes. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. If they are not, deferred tax assets are reduced by a valuation allowance. In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it is subsequently determined that deferred tax assets would be more likely than not realized in the future, in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company accounts for uncertainty in income taxes recognized in its consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized which includes (a) the tax position must be evaluated to determine the likelihood that it is more likely than not of being sustained based solely on the technical merits of the position, and if so, (b) the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The benefit from income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. The Company reports tax related interest and penalties, if any, as income tax expense. There were no material interest or penalties recorded for the years ended December 31, 2021, 2020, or 2019. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share was computed by dividing the net loss attributable to the common stockholders by the weighted average number of common stock outstanding during the period, without the consideration for potential dilutive common stock. For the purpose of calculating basic net loss per share for the years ended December 31, 2021, 2020, and 2019, the Company adjusted net income or loss for cumulative dividends on the Class A Units that had accrued through the reporting period end date for 2020 and 2019 and through the date of the Corporate Conversion on July 27, 2021. Net loss attributable to common stockholders is computed by deducting the dividends accumulated for the period on cumulative preferred units from net income or loss. If there was a net loss, the amount of the loss is increased by those preferred dividends. For the purpose of calculating basic weighted average number of common stock outstanding during the years ended December 31, 2021, 2020, and 2019, the Company retroactively reflected the effects of the Corporate Conversion with respect to the outstanding Class B common units, which converted into common stock on a one-for-one basis. The conversion of the Company’s Class A Units into common stock was included in the basic weighted average number of common stock outstanding upon the date of the Corporate Conversion on a prospective basis during the year ended December 31, 2021. Diluted net loss per share was computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. Due to a net loss after adjusting for the cumulative dividends on the preferred units in the periods presented, all otherwise potentially dilutive securities were antidilutive. Accordingly, basic net loss per share equals diluted net loss per share for all periods presented in the accompanying consolidated financial statements. |
Recent Accounting Pronouncements Adopted And Not Yet Adopted | Accounting Pronouncements Recently Adopted ASU 2018-15, “Intangibles, Goodwill and Other (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract,” Accounting Standard Update (“ASU”) 2018-15 requires implementation costs incurred by customers in cloud computing arrangements to be deferred and recognized over the term of the arrangement, if those costs would be capitalized by the customer in a software licensing arrangement under the internal-use software guidance in ASC 350-40. The Company adopted this standard update prospectively during Q4 2021 for the fiscal year ended December 31, 2021. Capitalized deferred implementation costs for cloud computing arrangements were $0.4 million upon adoption and are included in prepaid expenses and other current assets and other assets on the Company’s consolidated balance sheets. Amounts capitalized are amortized as general and administrative expenses and cost of sales on the consolidated statements of operations. The adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” ASU 2017-04 simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. A goodwill impairment will be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The standard is effective for the Company for interim and annual reporting periods beginning after December 15, 2022; early adoption is permitted. The Company elected to early adopt this standard effective January 1, 2021, and the adoption did not have a material impact on its consolidated financial statements and disclosures. Recent Accounting Pronouncements Not Yet Adopted ASU 2016-02, “Leases (Topic 842)” The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the consolidated statements of operations. The new standard provides for a modified retrospective approach which requires recognition at the beginning of the earliest comparative period presented of leases that exist at that date, as well as adjusting equity at the beginning of the earliest comparative period presented as if the new standard had always been applied. In July 2018, the FASB issued ASU 2018-11, which provides an additional transition method. Under the additional transition method, an entity initially applies the new lease guidance at the adoption date (rather than at the beginning of the earliest period presented). Therefore, an entity which elects the additional transition method would apply Topic 840 in the comparative periods and recognize the effects of applying Topic 842 as a cumulative adjustment to retained earnings as of the adoption date. If an entity elects the new transition method, it is required to provide the Topic 840 disclosures for all prior periods presented that remain under the legacy lease guidance. The Company intends to adopt the new standard on January 1, 2022, utilizing the optional transition approach to not apply Topic 842 in the comparative periods presented. Additionally, the Company intends to elect the package of practical expedients to not (1) reassess whether any expired or existing contracts are considered or contain leases; (2) reassess the lease classification for any expired or existing leases; and (3) reassess the initial direct costs for any existing leases. The Company anticipates the most significant impact will be related to its long-term office space leases that will result in the recognition of a right of use asset and related liability of approximately $2.6 million and $3.4 million, respectively, on the Company’s consolidated balance sheets. The Company does not anticipate the adoption of the standard to have a material impact on the Company's consolidated statements of operations. ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” The amendments in this ASU require that an acquirer recognizes and measures contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 rather than at fair value. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption is permitted. The Company plans to early adopt the new standard on January 1, 2022 prospectively, for business combinations that occur subsequent to the adoption date. The Company does not anticipate this adoption to have an impact on the Company’s consolidated financial statements. ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” Rather than generally recognizing credit losses when it is probable that the loss has been incurred, the revised guidance requires companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument's contractual life. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years; early adoption is permitted. The Company intends to adopt the new standard as of January 1, 2023 as a cumulative effect adjustment to retained earnings. The Company is in the early stages of evaluating the effect of this guidance on its consolidated financial statements and disclosures . ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” The standard simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 related to the approach for intraperiod tax allocation and the recognition of deferred tax liabilities for outside basis differences, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For the Company, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption of the amendments is permitted. The Company is currently evaluating the timing of and impact of this guidance on the Company's consolidated financial statements. ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” ASU 2020-04 provides optional guidance for a limited time to ease the potential accounting burden associated with transitioning away from reference rates, such as the London Inter-Bank Offered Rate (LIBOR), which regulators in the United Kingdom have announced will be phased out starting in 2021. The expedients and exceptions provided by ASU 2020-04 are for the application of U.S. GAAP to contracts, hedging relationships, and other transactions affected by the rate reform, and will not be available after December 31, 2022, other than for certain hedging relationships entered into before December 31, 2022. Companies can apply the ASU immediately. However, the guidance will only be available for a limited time (generally through December 31, 2022, as noted above). The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of disaggregation of net revenues | The following table disaggregates the Company’s net revenues by solution type (in thousands): Year Ended December 31, 2021 2020 2019 Lending Software Solutions $ 176,793 $ 133,754 $ 113,296 Data Verification Software Solutions 90,883 65,586 39,435 Total $ 267,676 $ 199,340 $ 152,731 |
Summary of useful lives by asset category | The Company records property and equipment at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows: Asset Category Life (years) Computer equipment and software 3 – 5 years Office equipment and furniture 3 – 7 years Buildings 25 years Leasehold improvements Shorter of the lease term and the estimated useful lives of the assets |
Summary of disaggregation of revenue by major source | The following table disaggregates the Company’s net revenues by major source (in thousands): Year Ended December 31, 2021 2020 2019 Subscription fees $ 235,489 $ 177,039 $ 137,585 Professional services 22,707 16,301 11,477 Other 9,480 6,000 3,669 Total revenues $ 267,676 $ 199,340 $ 152,731 |
Summary of allowance for doubtful accounts activity | The following table presents changes in the Company’s allowance for doubtful accounts: Year Ended December 31, 2021 2020 Beginning Balance $ (641) $ (2,011) Provision for doubtful accounts — — Write offs, net 426 1,370 Ending Balance $ (215) $ (641) |
Schedule of changes in the deferred revenue | The changes in the Company’s deferred revenue as of December 31, 2021 and 2020 were as follows (in thousands): Year Ended December 31, 2021 2020 Deferred revenue, beginning balance $ 10,873 $ 7,841 Billing of transaction consideration 271,510 202,372 Revenue recognized (267,676) (199,340) Deferred revenue, ending balance $ 14,707 $ 10,873 |
Schedule of changes in contract cost assets | The following table represents the changes in contract cost assets (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 3,207 $ 1,635 Additions 4,136 2,268 Amortization (1,508) (696) Ending balance $ 5,835 $ 3,207 Contract cost assets, current 2,402 1,256 Contract cost assets, noncurrent 3,433 1,951 Total deferred contract cost assets $ 5,835 $ 3,207 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2021 As of December 31, 2020 Prepaid expenses $ 6,752 $ 2,938 Contract cost assets – current 2,402 1,256 Deferred offering costs — 995 Prepaid income taxes — 196 Others 244 427 Total prepaid expenses and other current assets $ 9,398 $ 5,812 |
Summary of property and equipment, net | Property and equipment, net consisted of the following (in thousands): As of December 31, 2021 As of December 31, 2020 Computer equipment and software $ 7,995 $ 7,317 Leasehold improvements 2,994 2,953 Office equipment and furniture 1,378 1,683 Construction in progress — 3 Total 12,367 11,956 Less: Accumulated depreciation (6,378) (4,356) Property and equipment, net $ 5,989 $ 7,600 |
Summary of intangible assets, net and estimated useful lives and weighted average amortization periods | Intangible assets, net consisted of the following (in thousands): As of December 31, 2021 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 328,600 $ (99,320) $ 229,280 Developed technology 74,800 (29,207) 45,593 Trademarks 24,175 (7,474) 16,701 Non-competition agreements 600 (225) 375 Capitalized software 10,902 (4,254) 6,648 Total intangible assets, net $ 439,077 $ (140,480) $ 298,597 As of December 31, 2020 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 322,800 $ (66,750) $ 256,050 Developed technology 69,000 (19,275) 49,725 Trademarks 22,675 (4,637) 18,038 Capitalized software 5,887 (1,668) 4,219 Total intangible assets, net $ 420,362 $ (92,330) $ 328,032 The estimated useful lives and weighted average amortization periods for intangible assets at December 31, 2021 and December 31, 2020 were as follows: Weighted Average Amortization Period Customer relationships 10-15 years Developed technology 5-10 years Trademarks 10 years Non-competition agreements 2 years Capitalized software 3 years |
Summary of amortization expense related to intangible assets | Amortization expense related to intangible assets was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of sales $ 12,519 $ 8,874 $ 7,771 General and administrative expense 35,631 28,809 28,173 Total amortization expense $ 48,150 $ 37,683 $ 35,944 |
Schedule of estimated future amortization of intangible assets | The estimated future amortization of intangible assets as of December 31, 2021 was as follows (in thousands): Years ending December 31, 2022 $ 48,943 2023 47,009 2024 45,099 2025 40,367 2026 37,514 Thereafter 79,665 Total amortization expense $ 298,597 |
Summary of accrued liabilities | Accrued liabilities consisted of the following (in thousands): As of December 31, December 31, Accrued bonuses $ 6,708 $ 5,423 Accrued payroll and payroll-related expenses 8,522 7,305 Sales tax liability from acquisitions 2,939 2,739 Accrued costs of revenues 2,217 1,988 Accrued operating costs 2,099 1,609 Other accrued expenses 2,182 2,006 Total accrued liabilities $ 24,667 $ 21,070 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of changes to accrued lease termination liability | Changes to accrued lease termination liability were as follows (in thousands): As of December 31, 2021 Accrued termination costs, January 1, 2021 $ — Additions to lease termination liability 455 Lease amounts paid, net of sublease income (222) Accrued termination costs, current (included in accrued liabilities) December 31, 2021 $ 233 |
Summary of future minimum lease payments | Future minimum lease payments under these noncancellable operating leases, and expected sublease receipts, as of December 31, 2021 were as follows (in thousands): Related Party Third Party Sublease Receipts Total Years Ending December 31, 2022 $ 875 $ 736 $ (293) $ 1,318 2023 — 753 — 753 2024 — 722 — 722 2025 — 319 — 319 2026 — 244 — 244 Thereafter — — — — Total future minimum lease payments $ 875 $ 2,774 $ (293) $ 3,356 |
Summary of rent expense | Rent expense has been recorded in the consolidated statements of operations for the years ended December 31, 2021, 2020, and 2019 as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenues $ 735 $ 743 $ 1,100 General and administrative 186 321 445 Research and development 472 464 639 Sales and marketing 207 178 218 Total rent expense $ 1,600 $ 1,706 $ 2,402 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt consisted of the following (in thousands): As of December 31, 2021 As of December 31, 2020 2021 Term loan $ 435,000 $ — 2018 First lien — 406,255 2018 Second lien — 125,000 Paycheck Protection Program loan (1) — 2,142 Total principal payments due 435,000 533,397 Debt issuance costs (7,490) (13,565) Total debt, net $ 427,510 $ 519,832 Less: Current portion of long-term debt 2021 Term loan $ 3,263 $ — 2018 First lien — 4,156 Paycheck Protection Program loan — 1,785 Debt issuance costs (1,124) (2,986) Total current portion of long-term debt, net 2,139 2,955 Total non-current portion of long-term debt, net $ 425,371 $ 516,877 ______________ (1) See Note 2 for discussion related to the Paycheck Protection Program loan. |
Summary of future principal payments of long-term debt | Future principal payments of long-term debt as of December 31, 2021 were as follows (in thousands): Years ending December 31, 2022 $ 3,263 2023 4,350 2024 4,350 2025 4,350 2026 4,350 Thereafter 414,337 Total $ 435,000 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock option activity | A summary of stock option activity during the years ended December 31, 2021, 2020, and 2019 is as follows (in thousands, except options, price per option, and term amounts): Number of Options Weighted Average Exercise Price Weighted Average Remaining Contract Term Aggregate Intrinsic Value Outstanding – January 1, 2019 — $ — $ — Granted 2,757,696 6.06 Exercised — Forfeited — Outstanding – December 31, 2019 2,757,696 $ 6.06 9.70 $ — Granted 412,000 7.89 Exercised — Forfeited — Outstanding – December 31, 2020 3,169,696 $ 6.30 8.80 $ 38,108 Granted 1,584,805 25.78 Exercised (278,887) 6.15 Forfeited (218,802) 19.76 Outstanding – December 31, 2021 4,256,812 $ 13.05 8.44 $ 42,429 Vested and expected to vest in the future at December 31, 2021 4,256,812 13.05 8.44 42,429 Exercisable at December 31, 2021 2,248,462 $ 6.27 8.03 $ 34,417 |
Schedule of valuation assumptions | The following assumptions were used by the Company to record compensation expense for performance-based and time-based options granted during the years ended December 31, 2021, 2020, and 2019 (dollars in thousands, except per option amounts): Year Ended December 31, 2021 2020 2019 Aggregate grant date fair value of options granted $ 23,111 $ 1,063 $ 2,648 Assumptions for option valuation: Expected volatility 62.0% 61.0-66.0% 61.0-66.0% Expected dividend yield — % — % — % Expected risk-free interest rate 0.2-0.9% 0.2-0.8% 1.4-1.9% Expected term of options 3 – 6 years 3 – 6 years 4 – 6 years Maximum contractual term 10 years 10 years 10 years Weighted average grant date fair value per option $ 14.58 $ 5.16 $ 2.35 |
Schedule of RSU activity | A summary of RSU activity during the year ended December 31, 2021, is as follows: Number of RSUs Weighted Average Grant Date Fair Value Non-vested – January 1, 2021 — $ — Granted 1,184,863 25.72 Vested (24,971) 22.82 Forfeited (86,363) 26.00 Non-vested – December 31, 2021 1,073,529 $ 25.76 |
Summary of stock-based compensation | Share-based compensation for share-based awards granted to participants has been recorded in the consolidated statements of operations for the years ended December 31, 2021 and 2020 as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenues $ 6,478 $ 180 $ 87 General and administrative 14,558 1,952 1,307 Research and development (1) 7,453 339 169 Sales and marketing 2,247 370 228 Total share-based compensation expense $ 30,736 $ 2,841 $ 1,791 ______________ (1) Net of $0.1 million included in capitalized software on the Company’s consolidated balance sheets as of December 31, 2021. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (benefit) | The provision (benefit) from income taxes for the years ended December 31, 2021, 2020, and 2019 consist of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 215 237 74 Total current 215 237 74 Deferred: Federal 3,746 1,858 (3,854) State 1,180 (303) (1,335) Total deferred 4,926 1,555 (5,189) Provision for (benefit from) income taxes $ 5,141 $ 1,792 $ (5,115) |
Schedule of effective income tax rate reconciliation | The provision for (benefit from) income taxes differs from that computed at the federal statutory corporate income tax rate as follows for the years ended December 31, 2021, 2020, and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Tax (benefit) expense computed at federal statutory rate $ (1,019) $ 2,298 $ (3,721) State income tax (benefit) expense, net of federal benefit 1,178 507 (459) Nondeductible share-based compensation 1,478 — — 162m limitation 4,131 — — Other nondeductible expenses 100 126 170 Rate change 472 — — R&D credits (1,462) (1,149) (1,132) Transaction costs true up 247 — — Other 16 10 27 Provision for (benefit from) income taxes $ 5,141 $ 1,792 $ (5,115) |
Schedule of deferred tax assets and liabilities | Deferred income taxes at December 31, 2021 and 2020 consist of the following (in thousands): As of 2021 2020 Deferred income tax assets: Net operating losses $ 18,553 $ 16,699 Credits 5,310 2,891 Reserves and accruals 1,147 2,808 Share-based compensation 1,788 882 Interest expense carryover 3,044 1,377 Transaction costs 2,428 2,770 Other 209 5 Total deferred income tax assets 32,479 27,432 Deferred income tax liabilities: Fixed assets (689) (1,054) Intangible assets (26,800) (16,894) Debt issuance costs (704) — Total deferred income tax liabilities (28,193) (17,948) Net deferred income tax asset $ 4,286 $ 9,484 |
Summary of net operating loss and R&D tax credit carryforwards | Net operating loss (“NOL”) and R&D tax credit carryforwards at December 31, 2021 and 2020 consist of the following (in thousands): As of 2021 2020 NOL carryforwards: Federal $ 77,798 $ 71,706 State 35,124 25,568 R&D tax credit carryforwards: Federal 4,485 2,226 State 3,284 2,061 |
Schedule of unrecognized tax benefits | The reconciliation of unrecognized tax benefits at the beginning and end of the year is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Beginning balance $ (1,072) $ (699) $ (321) Gross increase related to prior year positions (386) — — Gross increase related to current year positions (484) (373) (378) Ending balance $ (1,942) $ (1,072) $ (699) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Basic and Diluted Net Loss Per Common Unit | The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data): Years Ended December 31, 2021 2020 2019 Basic and diluted net loss per share Numerator: Net loss attributable to common stockholders $ (30,940) $ (25,260) $ (44,064) Denominator: Weighted-average number of common stock—basic and dilutive 63,813,770 51,153,041 49,949,858 Net loss per share: Basic and dilutive $ (0.48) $ (0.49) $ (0.88) |
Summary of Outstanding Potentially Dilutive Securities were Excluded from the Calculation of Diluted Net Loss Per Common Unit Attributable to Common Unitholders | The following outstanding potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common stockholders because their impact would have been anti-dilutive for the periods presented: As of December 31, 2021 2020 2019 Options to purchase common stock outstanding, unexercised 4,256,812 3,169,696 2,757,696 Restricted stock awards, unvested 691,270 2,700,948 4,008,696 Restricted stock units, unvested 1,073,529 — — Total 6,021,611 5,870,644 6,766,392 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Summary of Fair Value of the Assets Acquired and the Liabilities Assumed | The table below summarizes the allocation of the purchase price of Saylent based on the estimated fair value of the assets acquired and the liabilities assumed (in thousands). Assets acquired: Cash and cash equivalents $ 1,676 Restricted cash 879 Accounts receivable, net 4,174 Prepaid expenses and other current assets 121 Property and equipment, net 371 Goodwill 22,036 Intangible assets 13,700 Total assets acquired 42,957 Liabilities assumed: Accounts payable 210 Accrued compensation and benefits 2,191 Accrued expenses 754 Deferred tax liability 521 Notes payable (PPP Loan) 775 Total liabilities assumed 4,451 Fair value of assets acquired and liabilities assumed $ 38,506 The table below summarizes the allocation of the purchase price based on the estimated fair value of the assets acquired and the liabilities assumed (in thousands). The purchase price paid was in excess of the fair value of the net assets acquired and, as a result, the Company recorded goodwill as a result of the acquisition. Assets acquired: Accounts receivable, net $ 1,499 Prepaid expenses and other current assets 133 Property and equipment, net 73 Goodwill 48,006 Intangible assets 41,800 Total assets acquired 91,511 Liabilities assumed: Accounts payable 24 Accrued expenses 1,658 Total liabilities assumed 1,682 Fair value of assets acquired and liabilities assumed $ 89,829 The table below summarizes the allocation of the purchase price based on the estimated fair value of the assets acquired and the liabilities assumed (in thousands). The purchase price paid was in excess of the fair value of the net assets acquired and, as a result, the Company recorded goodwill as a result of the acquisition. Assets acquired: Cash and cash equivalents $ 2,745 Accounts receivable, net 2,355 Prepaid expenses and other current assets 257 Property and equipment, net 370 Goodwill 56,079 Intangible assets 48,600 Deferred tax asset 273 Other non-current assets 86 Total assets acquired 110,765 Liabilities assumed: Accounts payable 374 Accrued compensation and benefits 362 Deferred revenue 1,108 Accrued expenses 979 Notes payable (PPP Loan) 2,142 Total liabilities assumed 4,965 Fair value of assets acquired and liabilities assumed $ 105,800 |
Summary of Fair Value of the Separately Identifiable Finite-Lived Intangible Assets Acquired and Estimated Useful Lives | The fair value of the separately identifiable finite-lived intangible assets acquired and estimated useful lives are as follows (in thousands, except years): Estimated Fair Values Weighted Average Amortization Life (years) Customer relationships $ 5,800 15.0 Trademarks 1,500 6.3 Non-competition agreements 600 2.0 Developed technology 5,800 8.7 Total acquisition-related intangible assets $ 13,700 10.8 The fair value of the separately identifiable finite-lived intangible assets acquired and estimated useful lives are as follows (in thousands, except years): Estimated Fair Values Weighted Average Amortization Life (years) Developed technology $ 9,200 10.0 Trademarks 2,300 10.0 Customer relationships 30,300 10.0 Total acquisition-related intangible assets $ 41,800 10.0 The fair value of the separately identifiable finite-lived intangible assets acquired and estimated useful lives are as follows (in thousands, except years): Estimated Fair Values Weighted Average Amortization Life (years) Customer relationships $ 36,200 10.0 Trademarks 2,300 10.0 Developed technology 10,100 9.6 Total acquisition-related intangible assets $ 48,600 9.6 |
Summary of Company's Goodwill | A rollforward of the Company’s goodwill balance from January 1, 2020 to December 31, 2021 is as follows: Year Ended December 31, 2021 2020 Beginning balance $ 542,965 $ 438,880 Saylent Technologies, Inc. acquisition 22,036 — TazWorks, LLC acquisition — 48,006 Teledata Communications, Inc. acquisition — 56,079 Adjustments to Saylent Technologies, Inc. acquisition date fair value (249) — Adjustments to TazWorks, LLC acquisition date fair value 47 — Ending balance $ 564,799 $ 542,965 |
Organization and Description _2
Organization and Description of Business (Details) | Aug. 26, 2021shares | Jul. 30, 2021USD ($)$ / sharesshares | Jul. 28, 2021shares | Jul. 27, 2021USD ($)$ / sharesshares | Jul. 16, 2021 | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 31, 2021USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Conversion price of stock (in dollars per share) | $ / shares | $ 25.50 | ||||||||
Temporary equity future value | $ 1,000 | ||||||||
Temporary equity compound interest rate | 9.00% | ||||||||
Temporary equity stock shares converted into permanent equity (in shares) | shares | 16,607,235 | ||||||||
Shares that remained subject to future vesting (in shares) | shares | 1,533,763 | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 13,200,000 | ||||||||
Proceeds from issuance initial public offering | $ 247,307,000 | $ 0 | $ 0 | ||||||
Payment of stock issuance costs | 4,790,000 | 423,000 | $ 0 | ||||||
Stock shares tendered for sale by the existing stockholders (in shares) | shares | 1,200,000 | 3,200,000 | |||||||
Number of days granted to underwriters to purchase additional shares of common stock | 30 days | ||||||||
Stock shares offered but not yet tendered by the existing stockholders (in shares) | shares | 2,000,000 | ||||||||
Stock split ratio | 0.5 | ||||||||
Deferred social security tax payments due to CARES Act | 800,000 | ||||||||
Current portion of long term debt | 2,139,000 | 2,955,000 | |||||||
Long-term debt, net of debt issuance costs | 425,371,000 | 516,877,000 | |||||||
Restricted cash | $ 0 | ||||||||
Loan Under Paycheck Protection Program | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Current portion of long term debt | 1,800,000 | ||||||||
Long-term debt, net of debt issuance costs | $ 300,000 | ||||||||
Restricted cash | $ 2,100,000 | ||||||||
IPO | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 10,000,000 | ||||||||
Sale of stock issue price per share (in dollars per share) | $ / shares | $ 26 | $ 26 | |||||||
Proceeds from issuance initial public offering | $ 242,100,000 | ||||||||
Payment of stock issuance costs | $ 17,900,000 | ||||||||
Capital Unit, Class A | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Temporary equity stock shares converted into permanent equity (in shares) | shares | 16,607,235 | ||||||||
Preferred units outstanding (in shares) | shares | 0 | ||||||||
Capital Unit, Class B | |||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||||||
Temporary equity stock shares converted into permanent equity (in shares) | shares | 53,646,668 | ||||||||
Shares that remained subject to future vesting (in shares) | shares | 691,270 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||||
Dec. 31, 2021USD ($)SegmentReporting_Unit | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2022USD ($) | Jul. 31, 2021USD ($) | |
Number of operating segments | Segment | 1 | ||||
Number of reportable segments | Segment | 1 | ||||
Cash equivalents at carrying value | $ 60,000,000 | $ 0 | |||
Restricted cash | $ 0 | ||||
Number of reporting units | Reporting_Unit | 1 | ||||
Goodwill impairment loss | $ 0 | 0 | $ 0 | ||
Capitalized software costs | 5,000,000 | 3,200,000 | 2,700,000 | ||
Deferred offering costs | 0 | 995,000 | |||
Impairment of long-lived assets | $ 0 | 5,400,000 | 0 | ||
Contract with customer payment terms | 30 days | ||||
Contract with customer, period between timing of satisfaction of performance obligation and payment (or less) | 1 year | ||||
Upfront invoice percentage | 50.00% | ||||
Percentage of remaining Invoice amount billing upon completion | 50.00% | ||||
Expected period of amortization of deferred costs over expected period of customer benefit | 3 years | ||||
Impairment of assets related to deferred commissions | $ 0 | 0 | 0 | ||
Advertising and tradeshow expenses | 1,000,000 | $ 400,000 | $ 700,000 | ||
Deferred implementation costs for cloud computing arrangements | $ 400,000 | ||||
Forecast | |||||
Operating lease right of use asset | $ 2,600,000 | ||||
Operating lease liability | $ 3,400,000 | ||||
Minimum | |||||
Useful life | 5 years | ||||
Accounts Receivable Benchmark | Customer Concentration Risk | Credit Plus, Inc. | |||||
Concentration risk, percentage | 15.00% | ||||
Revenue Benchmark | Customer Concentration Risk | Credit Plus, Inc. | |||||
Concentration risk, percentage | 10.00% | ||||
Capitalized software | |||||
Useful life | 3 years | ||||
Additional Paid-in Capital | |||||
Deferred offering costs | $ 5,200,000 | ||||
Prepaid Expenses and Other Current Assets | |||||
Deferred offering costs | $ 1,000,000 | ||||
Lending Software Solutions | |||||
Concentration risk | 66.00% | 67.00% | 74.00% | ||
Data Verification Software Solutions | |||||
Concentration risk | 34.00% | 33.00% | 26.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Disaggregation of Net Revenues (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 267,676 | $ 199,340 | $ 152,731 |
Lending Software Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 176,793 | 133,754 | 113,296 |
Data Verification Software Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 90,883 | $ 65,586 | $ 39,435 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Allowance for Doubtful Accounts Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning Balance | $ (641) | $ (2,011) | |
Provision for doubtful accounts | 0 | 0 | $ 554 |
Write offs, net | 426 | 1,370 | |
Ending Balance | $ (215) | $ (641) | $ (2,011) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Useful Lives by Asset Category (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Computer equipment and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Office equipment and furniture | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Office equipment and furniture | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 25 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue by Major Source (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 267,676 | $ 199,340 | $ 152,731 |
Subscription fees | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 235,489 | 177,039 | 137,585 |
Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 22,707 | 16,301 | 11,477 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 9,480 | $ 6,000 | $ 3,669 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Changes in the Deferred Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Contract With Customer, Liability [Roll Forward] | ||
Deferred revenue, beginning balance | $ 10,873 | $ 7,841 |
Billing of transaction consideration | 271,510 | 202,372 |
Revenue recognized | (267,676) | (199,340) |
Deferred revenue, ending balance | $ 14,707 | $ 10,873 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Changes in Contract Cost Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized Contract Cost [Roll Forward] | ||
Beginning balance | $ 3,207 | $ 1,635 |
Additions | 4,136 | 2,268 |
Amortization | (1,508) | (696) |
Ending balance | 5,835 | 3,207 |
Contract cost assets, current | 2,402 | 1,256 |
Contract cost assets, noncurrent | 3,433 | 1,951 |
Total deferred contract cost assets | $ 5,835 | $ 3,207 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid expenses | $ 6,752 | $ 2,938 |
Contract cost assets – current | 2,402 | 1,256 |
Deferred offering costs | 0 | 995 |
Prepaid income taxes | 0 | 196 |
Others | 244 | 427 |
Total prepaid expenses and other current assets | $ 9,398 | $ 5,812 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 12,367 | $ 11,956 |
Less: Accumulated depreciation | (6,378) | (4,356) |
Property and equipment, net | 5,989 | 7,600 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 7,995 | 7,317 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 2,994 | 2,953 |
Office equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 1,378 | 1,683 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 0 | $ 3 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 31, 2020 | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Depreciation | $ 2,300 | $ 2,500 | $ 2,700 | ||
Loss on disposal of fixed assets and termination of financing obligation | 524 | 5,823 | 959 | ||
Loss on contract termination | $ 600 | 400 | |||
Loss on termination of financing obligation due to related party | 0 | 5,755 | 0 | ||
Office equipment and furniture | |||||
Loss on disposal of fixed assets and termination of financing obligation | $ 500 | $ 100 | |||
Software development project | |||||
Loss on disposal of fixed assets and termination of financing obligation | $ 800 | ||||
Affiliated Entity | |||||
Disposal of property and equipment and related assets | $ 12,800 | ||||
Write off of financing obligation liability | 9,100 | ||||
Loss on contract termination | 2,100 | ||||
Loss on termination of financing obligation due to related party | $ 5,800 |
Balance Sheet Components - Su_3
Balance Sheet Components - Summary of Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross amount | $ 439,077 | $ 420,362 |
Intangible assets, accumulated amortization | (140,480) | (92,330) |
Total amortization expense | 298,597 | 328,032 |
Capitalized computer software, gross | 10,902 | 5,887 |
Capitalized computer software, accumulated amortization | (4,254) | (1,668) |
Capitalized computer software, net carrying amount | 6,648 | 4,219 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross amount | 328,600 | 322,800 |
Intangible assets, accumulated amortization | (99,320) | (66,750) |
Total amortization expense | 229,280 | 256,050 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross amount | 74,800 | 69,000 |
Intangible assets, accumulated amortization | (29,207) | (19,275) |
Total amortization expense | 45,593 | 49,725 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross amount | 24,175 | 22,675 |
Intangible assets, accumulated amortization | (7,474) | (4,637) |
Total amortization expense | 16,701 | $ 18,038 |
Non-competition agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross amount | 600 | |
Intangible assets, accumulated amortization | (225) | |
Total amortization expense | $ 375 |
Balance Sheet Components - Su_4
Balance Sheet Components - Summary of Estimated Useful Lives and Weighted Average Amortization Periods for Intangible Assets (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 10 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 15 years |
Developed technology | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 5 years |
Developed technology | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 10 years |
Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 10 years |
Non-competition agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 2 years |
Capitalized software | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period | 3 years |
Balance Sheet Components - Su_5
Balance Sheet Components - Summary of amortization expense related to intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 48,150 | $ 37,683 | $ 35,944 |
Cost of revenues | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 12,519 | 8,874 | 7,771 |
General and administrative | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 35,631 | $ 28,809 | $ 28,173 |
Balance Sheet Components - Su_6
Balance Sheet Components - Summary of Estimated Future Amortization of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 48,943 | |
2023 | 47,009 | |
2024 | 45,099 | |
2025 | 40,367 | |
2026 | 37,514 | |
Thereafter | 79,665 | |
Total amortization expense | $ 298,597 | $ 328,032 |
Balance Sheet Components - Su_7
Balance Sheet Components - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued bonuses | $ 6,708 | $ 5,423 |
Accrued payroll and payroll-related expenses | 8,522 | 7,305 |
Sales tax liability from acquisitions | 2,939 | 2,739 |
Accrued costs of revenues | 2,217 | 1,988 |
Accrued operating costs | 2,099 | 1,609 |
Other accrued expenses | 2,182 | 2,006 |
Total accrued liabilities | $ 24,667 | $ 21,070 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 31, 2020 | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Other Commitments [Line Items] | |||||
Monthly payments | $ 100 | $ 100 | $ 100 | ||
Lease termination liability balance | $ 900 | 200 | |||
Loss on contract termination | 600 | 400 | |||
Loss on disposal of assets | $ 300 | 100 | |||
Payments due | 500 | ||||
Sublease rental income | 300 | ||||
Deferred rent | 100 | ||||
Loss on termination of financing obligation due to related party | $ 0 | 5,755 | 0 | ||
Affiliated Entity | |||||
Other Commitments [Line Items] | |||||
Loss on contract termination | $ 2,100 | ||||
Initial lease term | 15 years | ||||
Disposal of property and equipment and related assets | 12,800 | ||||
Write off of financing obligation liability | 9,100 | ||||
Loss on termination of financing obligation due to related party | $ 5,800 | ||||
Payments related to financing obligation | 400 | 400 | |||
Financing obligation | 9,200 | ||||
Affiliated Entity | Interest Expense | |||||
Other Commitments [Line Items] | |||||
Payments related to financing obligation | 400 | 300 | |||
Affiliated Entity | Reduction to Financing Obligation | |||||
Other Commitments [Line Items] | |||||
Payments related to financing obligation | $ 100 | $ 100 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Changes to Accrued Lease Termination Liability (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accrued Lease Termination Liability [Roll Forward] | |
Accrued terminations costs, beginning balance | $ 0 |
Additions to lease termination liability | 455 |
Lease amounts paid, net of sublease income | (222) |
Accrued terminations costs, ending balance | $ 233 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Lessee, Lease, Description [Line Items] | |
Sublease Receipts | $ (293) |
2022 | 1,318 |
2023 | 753 |
2024 | 722 |
2025 | 319 |
2026 | 244 |
Thereafter | 0 |
Total future minimum lease payments | 3,356 |
Related Party | |
Lessee, Lease, Description [Line Items] | |
2022 | 875 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total future minimum lease payments | 875 |
Third Party | |
Lessee, Lease, Description [Line Items] | |
2022 | 736 |
2023 | 753 |
2024 | 722 |
2025 | 319 |
2026 | 244 |
Thereafter | 0 |
Total future minimum lease payments | $ 2,774 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Rent Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Rent Expense [Line Items] | |||
Rent expense | $ 1,600 | $ 1,706 | $ 2,402 |
Cost of revenues | |||
Schedule Of Rent Expense [Line Items] | |||
Rent expense | 735 | 743 | 1,100 |
General and administrative | |||
Schedule Of Rent Expense [Line Items] | |||
Rent expense | 186 | 321 | 445 |
Research and development | |||
Schedule Of Rent Expense [Line Items] | |||
Rent expense | 472 | 464 | 639 |
Sales and marketing | |||
Schedule Of Rent Expense [Line Items] | |||
Rent expense | $ 207 | $ 178 | $ 218 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total principal payments due | $ 435,000 | $ 533,397 |
Debt issuance costs | (7,490) | (13,565) |
Total debt, net | 427,510 | 519,832 |
Current portion of long term debt | 2,139 | 2,955 |
Debt issuance costs | (1,124) | (2,986) |
Total non-current portion of long-term debt, net | 425,371 | 516,877 |
Secured Debt | 2021 Term Loan | ||
Debt Instrument [Line Items] | ||
Total principal payments due | 435,000 | 0 |
Current portion of long term debt | 3,263 | 0 |
Secured Debt | 2018 First lien | ||
Debt Instrument [Line Items] | ||
Total principal payments due | 0 | 406,255 |
Current portion of long term debt | 0 | 4,156 |
Secured Debt | 2018 Second lien | ||
Debt Instrument [Line Items] | ||
Total principal payments due | 0 | 125,000 |
Paycheck Protection Program loan | ||
Debt Instrument [Line Items] | ||
Total principal payments due | 0 | 2,142 |
Current portion of long term debt | $ 0 | $ 1,785 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) $ in Thousands | Nov. 10, 2021 | Jul. 31, 2021 | Dec. 31, 2020 | Jun. 07, 2018 | May 31, 2018 | Nov. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 12, 2021 | Oct. 07, 2019 |
Debt Instrument [Line Items] | |||||||||||||||
Amortization of financing costs | $ 3,413 | $ 1,758 | $ 1,774 | ||||||||||||
Interest expense | 29,200 | 32,800 | 36,400 | ||||||||||||
Debt issuance costs, gross | 7,600 | ||||||||||||||
Loss on debt repayment and extinguishment | 9,944 | 0 | $ 0 | ||||||||||||
First Lien Credit Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Repayments of debt | $ 428,700 | $ 75,000 | |||||||||||||
Loss on debt repayment and extinguishment | $ 5,300 | 1,600 | |||||||||||||
2021 Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Amortization of financing costs | $ 200 | ||||||||||||||
Debt issuance costs, gross | $ 4,800 | ||||||||||||||
Interest rate, effective | 3.80% | ||||||||||||||
2021 Term Loan | Forecast | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percent of original principal | 0.25% | ||||||||||||||
2021 Term Loan | Base Rate | Variable Rate Component One | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 3.00% | ||||||||||||||
2021 Term Loan | Adjusted Eurocurrency Rate | Variable Rate Component Two | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 3.00% | ||||||||||||||
2021 Term Loan | Secured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan | 435,000 | ||||||||||||||
2021 Revolving Credit Facility | Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt issuance costs, gross | 500 | ||||||||||||||
Commitment fee rate | 0.50% | ||||||||||||||
2021 Revolving Credit Facility | Letter of Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Revolving credit facility, principal amount | 10,000 | ||||||||||||||
2021 Revolving Credit Facility | Line of Credit | Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Revolving credit facility, principal amount | 50,000 | ||||||||||||||
Unused revolving credit facility balance | $ 50,000 | ||||||||||||||
2018 First Lien And Second Lien Term Loan | Secured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt issuance costs, gross | $ 16,200 | ||||||||||||||
2018 First lien | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt issuance costs, gross | 2,800 | ||||||||||||||
2018 First Lien Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Loss on debt repayment and extinguishment | $ 200 | ||||||||||||||
2018 First Lien Revolving Credit Facility | Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Revolving credit facility, principal amount | 35,000 | ||||||||||||||
Debt issuance costs, gross | $ 1,000 | ||||||||||||||
2018 First Lien Revolving Credit Facility | Line of Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Commitment fee rate | 0.375% | ||||||||||||||
Unused revolving credit facility balance | $ 35,000 | $ 35,000 | |||||||||||||
2018 First Lien Revolving Credit Facility | Line of Credit | Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate, credit facility | 4.25% | 4.25% | |||||||||||||
2018 First Lien Revolving Credit Facility | Line of Credit | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 3.50% | ||||||||||||||
2018 First Lien Revolving Credit Facility | Line of Credit | Letter of Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Revolving credit facility, principal amount | $ 5,000 | ||||||||||||||
2018 First Lien Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan | $ 315,000 | ||||||||||||||
Percent of original principal | 0.25% | ||||||||||||||
Interest rate, effective | 4.75% | 4.75% | |||||||||||||
2018 First Lien Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 3.75% | ||||||||||||||
Base interest rate | 1.00% | ||||||||||||||
First Lien, Initial Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan | $ 245,000 | ||||||||||||||
Delayed Draw Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan | $ 30,000 | $ 70,000 | |||||||||||||
2019 Incremental Term Debt | Secured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan | $ 60,000 | ||||||||||||||
Debt issuance costs, gross | 1,100 | ||||||||||||||
Lender fees | 1,000 | ||||||||||||||
Third-party fees | $ 100 | ||||||||||||||
2021 Incremental Term | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan | $ 100,000 | ||||||||||||||
Debt issuance costs, gross | 2,200 | ||||||||||||||
Lender fees | 2,000 | ||||||||||||||
Third-party fees | $ 200 | ||||||||||||||
2018 Second lien | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan | 125,000 | ||||||||||||||
Interest rate, effective | 9.00% | 9.00% | |||||||||||||
Repayments of debt | $ 125,000 | ||||||||||||||
Loss on debt repayment and extinguishment | $ 2,800 | ||||||||||||||
Proceeds from long-term debt | $ 30,000 | $ 95,000 | |||||||||||||
2018 Second lien | London Interbank Offered Rate (LIBOR) | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Basis spread on variable rate | 8.00% | ||||||||||||||
Base interest rate | 1.00% | ||||||||||||||
Second Lien, Initial Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term loan | $ 95,000 |
Long-Term Debt - Summary of Fut
Long-Term Debt - Summary of Future Principal Payments of Long-term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Maturities of Long-term Debt [Abstract] | ||
2022 | $ 3,263 | |
2023 | 4,350 | |
2024 | 4,350 | |
2025 | 4,350 | |
2026 | 4,350 | |
Thereafter | 414,337 | |
Total | $ 435,000 | $ 533,397 |
Preferred Units and Stockhold_2
Preferred Units and Stockholders' Equity / Members' Deficit - Additional Information (Detail) - $ / shares | Jul. 28, 2021 | Jul. 27, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||||
Interest rate compounded quarterly | 9.00% | |||
Future value (in dollars per share) | $ 1,000 | |||
Capital stock, authorized (in shares) | 650,000,000 | |||
Capital stock, par value (in dollars per share) | $ 0.001 | |||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | ||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Conversion price of stock (in dollars per share) | $ 25.50 | |||
Temporary equity stock shares converted into permanent equity (in shares) | 16,607,235 | |||
Shares that remained subject to future vesting (in shares) | 1,533,763 | |||
Common stock, shares issued (in shares) | 79,734,984 | |||
Common stock, shares outstanding (in shares) | 79,734,984 | |||
Preferred sock, shares issued (in shares) | 0 | |||
Preferred stock, shares outstanding (in shares) | 0 | |||
Class B Units | ||||
Class of Stock [Line Items] | ||||
Temporary equity stock shares converted into permanent equity (in shares) | 53,646,668 | |||
Shares that remained subject to future vesting (in shares) | 691,270 | |||
Class B Common Units | ||||
Class of Stock [Line Items] | ||||
Common units, units outstanding (in shares) | 51,492,805 | |||
Common units, units issued (in shares) | 51,492,805 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 31, 2021 | Jul. 28, 2021 | Jul. 27, 2021 | May 06, 2019 | Oct. 23, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vested during period (in shares) | 1,112,839 | ||||||||
Total share-based compensation expense | $ 30,736 | $ 2,841 | $ 1,791 | ||||||
Contractual term | 10 years | 10 years | 10 years | ||||||
Granted (in shares) | 1,584,805 | 412,000 | 2,757,696 | ||||||
Fair value of options vested | $ 12,400 | $ 1,900 | $ 0 | ||||||
Intrinsic value of options exercised | $ 5,300 | $ 0 | |||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||||
Unrecognized stock-based compensation expense related to stock options | $ 20,000 | ||||||||
Unvested (in shares) | 1,073,529 | ||||||||
Class B Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vested (in shares) | 131,251 | ||||||||
Liability balance related to unvested RSAs | $ 50 | ||||||||
IPO | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Sale of stock issue price per share (in dollars per share) | $ 26 | $ 26 | |||||||
Unvested Carried Equity Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Liability balance | $ 200 | ||||||||
Unvested (in shares) | 2,700,948 | ||||||||
Total share-based compensation expense | $ 600 | ||||||||
Carried Equity Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share price (in dollars per share) | $ 0.06 | ||||||||
Non-vested options forfeited (in shares) | 0 | ||||||||
Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total share-based compensation expense | $ 14,500 | $ 2,300 | $ 1,300 | ||||||
Accelerated stock-based compensation expense | $ 10,300 | ||||||||
Accelerated vesting (in shares) | 500,000 | ||||||||
Unrecognized stock-based compensation expense, weighted -average period for recognition | 2 years 10 months 13 days | ||||||||
Restricted stock awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total share-based compensation expense | $ 11,500 | $ 600 | |||||||
Accelerated stock-based compensation expense | $ 11,100 | ||||||||
Accelerated vesting (in shares) | 426,657 | ||||||||
Vested (in shares) | 1,434,506 | ||||||||
Restricted stock awards | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
Restricted stock awards | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Restricted stock units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total share-based compensation expense | $ 4,700 | ||||||||
Unrecognized stock-based compensation expense, weighted -average period for recognition | 3 years | ||||||||
Vested (in shares) | 24,971 | ||||||||
Unvested (in shares) | 1,073,529 | 0 | |||||||
Forfeited (in shares) | 86,363 | ||||||||
Granted (in shares) | 1,068,654 | 1,184,863 | |||||||
Unrecognized stock-based compensation expense, awards other than options | $ 23,600 | ||||||||
Restricted stock units (RSUs) | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
Restricted stock units (RSUs) | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Employee Stock Purchase Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total share-based compensation expense | $ 100 | ||||||||
Common stock, capital shares reserved for future issuance (in shares) | 810,345 | ||||||||
Annual increase in shares authorized, percentage | 1.00% | ||||||||
Unrecognized stock-based compensation expense, awards other than options | $ 300 | ||||||||
Annual increase in shares reserved and available for issuance (in shares) | 900,000 | ||||||||
Stock voting percentage threshold for participation in plan | 5.00% | ||||||||
ESPP offering period | 6 months | ||||||||
Enrollment period before relevant offering date | 15 days | ||||||||
2018 plan | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
2018 plan | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
2018 plan | Class A Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares issued under share-based payment arrangement (in shares) | 4,868 | ||||||||
2018 plan | Class B Common Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares issued under share-based payment arrangement (in shares) | 738,796 | 746,744 | |||||||
Share price (in dollars per share) | $ 0.06 | ||||||||
2019 Plan | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
2019 Plan | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
2019 Plan | Class B Common Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Authorized for issuance (in shares) | 9,450,667 | ||||||||
2021 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, capital shares reserved for future issuance (in shares) | 13,171,588 | ||||||||
Annual increase in shares authorized, percentage | 5.00% | ||||||||
2021 Plan | IPO | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 1,498,455 | ||||||||
2021 Plan | Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Contractual term | 10 years | ||||||||
2021 Plan | Stock options | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
2021 Plan | Stock options | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options | ||||
Beginning balance (in shares) | 3,169,696 | 2,757,696 | 0 | |
Granted (in shares) | 1,584,805 | 412,000 | 2,757,696 | |
Exercised (in shares) | (278,887) | 0 | 0 | |
Forfeited (in shares) | (218,802) | 0 | 0 | |
Ending balance (in shares) | 4,256,812 | 3,169,696 | 2,757,696 | |
Vested and expected to vest in the future (in shares) | 4,256,812 | |||
Exercisable at end of period (in shares) | 2,248,462 | |||
Weighted Average Exercise Price | ||||
Beginning balance (in dollars per share) | $ 6.30 | $ 6.06 | $ 0 | |
Granted (in dollars per share) | 25.78 | 7.89 | 6.06 | |
Exercised (in dollars per share) | 6.15 | |||
Forfeited (in dollars per share) | 19.76 | |||
Ending balance (in dollars per share) | 13.05 | $ 6.30 | $ 6.06 | |
Vested and expected to vest in the future (in dollars per share) | 13.05 | |||
Exercisable at end of period (in dollars per share) | $ 6.27 | |||
Weighted Average Remaining Contract Term and Aggregate Intrinsic Value | ||||
Weighted average remaining contractual term | 8 years 5 months 8 days | 8 years 9 months 18 days | 9 years 8 months 12 days | |
Weighted average remaining contractual term, vested and expected to vest in the future | 8 years 5 months 8 days | |||
Weighted average remaining contractual term, exercisable at end of period | 8 years 10 days | |||
Aggregate intrinsic value | $ 42,429 | $ 38,108 | $ 0 | $ 0 |
Aggregate intrinsic value, vested and expected to vest in the future | 42,429 | |||
Aggregate intrinsic value, exercisable at end of period | $ 34,417 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Valuation Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Aggregate grant date fair value of options granted | $ 23,111 | $ 1,063 | $ 2,648 |
Assumptions for option valuation: | |||
Minimum expected volatility | 61.00% | 61.00% | |
Expected volatility | 62.00% | ||
Maximum expected volatility | 66.00% | 66.00% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum expected risk-free interest rate | 0.20% | 0.20% | 1.40% |
Maximum expected risk-free interest rate | 0.90% | 0.80% | 1.90% |
Maximum contractual term | 10 years | 10 years | 10 years |
Weighted average grant date fair value per option (in dollars per share) | $ 14.58 | $ 5.16 | $ 2.35 |
Minimum | |||
Assumptions for option valuation: | |||
Expected term of options | 3 years | 3 years | 4 years |
Maximum | |||
Assumptions for option valuation: | |||
Expected term of options | 6 years | 6 years | 6 years |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of RSU Activity (Details) - $ / shares | Jul. 28, 2021 | Dec. 31, 2021 |
Number of RSUs | ||
Non-vested ending balance (in shares) | 1,073,529 | |
Restricted stock units (RSUs) | ||
Number of RSUs | ||
Non-vested beginning balance (in shares) | 0 | |
Granted (in shares) | 1,068,654 | 1,184,863 |
Vested (in shares) | (24,971) | |
Forfeited (in shares) | (86,363) | |
Non-vested ending balance (in shares) | 1,073,529 | |
Weighted Average Grant Date Fair Value | ||
Non-vested beginning balance (in dollars per share) | $ 0 | |
Granted (in dollars per share) | 25.72 | |
Vested (in dollars per share) | 22.82 | |
Forfeited (in dollars per share) | 26 | |
Non-vested ending balance (in dollars per share) | $ 25.76 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Stock-based Compensation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation expense | $ 30,736 | $ 2,841 | $ 1,791 |
Capitalized software | 100 | ||
Cost of revenues | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation expense | 6,478 | 180 | 87 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation expense | 14,558 | 1,952 | 1,307 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation expense | 7,453 | 339 | 169 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation expense | $ 2,247 | $ 370 | $ 228 |
Income Taxes - Schedule of comp
Income Taxes - Schedule of components of income tax expense (benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 215 | 237 | 74 |
Current income tax provision | 215 | 237 | 74 |
Deferred: | |||
Federal | 3,746 | 1,858 | (3,854) |
State | 1,180 | (303) | (1,335) |
Total deferred | 4,926 | 1,555 | (5,189) |
Provision for (benefit from) income taxes | $ 5,141 | $ 1,792 | $ (5,115) |
Income Taxes - Schedule of effe
Income Taxes - Schedule of effective income tax rate reconciliation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax (benefit) expense computed at federal statutory rate | $ (1,019) | $ 2,298 | $ (3,721) |
State income tax (benefit) expense, net of federal benefit | 1,178 | 507 | (459) |
Nondeductible share-based compensation | 1,478 | 0 | 0 |
162m limitation | 4,131 | 0 | 0 |
Other nondeductible expenses | 100 | 126 | 170 |
Rate change | 472 | 0 | 0 |
R&D credits | (1,462) | (1,149) | (1,132) |
Transaction costs true up | 247 | 0 | 0 |
Other | 16 | 10 | 27 |
Provision for (benefit from) income taxes | $ 5,141 | $ 1,792 | $ (5,115) |
Income Taxes - Schedule of defe
Income Taxes - Schedule of deferred tax assets and liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred income tax assets: | ||
Net operating losses | $ 18,553 | $ 16,699 |
Credits | 5,310 | 2,891 |
Reserves and accruals | 1,147 | 2,808 |
Share-based compensation | 1,788 | 882 |
Interest expense carryover | 3,044 | 1,377 |
Transaction costs | 2,428 | 2,770 |
Other | 209 | 5 |
Total deferred income tax assets | 32,479 | 27,432 |
Deferred income tax liabilities: | ||
Fixed assets | (689) | (1,054) |
Intangible assets | (26,800) | (16,894) |
Debt issuance costs | (704) | 0 |
Total deferred income tax liabilities | (28,193) | (17,948) |
Net deferred income tax asset | $ 4,286 | $ 9,484 |
Income Taxes - Summary of net o
Income Taxes - Summary of net operating loss and R&D tax credit carryforwards (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
NOL carryforwards | $ 77,798 | $ 71,706 |
Federal | R&D tax credit carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
R&D tax credit carryforwards | 4,485 | 2,226 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
NOL carryforwards | 35,124 | 25,568 |
State | R&D tax credit carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
R&D tax credit carryforwards | $ 3,284 | $ 2,061 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Operating Loss Carryforwards [Line Items] | ||||
Uncertain tax positions | $ 1,942 | $ 1,072 | $ 699 | $ 321 |
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
NOL carryforwards subject to expiration | 9,100 | 9,000 | ||
Federal | R&D tax credit carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Uncertain tax positions | 1,100 | 600 | ||
Federal | Tax Years Prior to 2018 | ||||
Operating Loss Carryforwards [Line Items] | ||||
NOL carryforwards subject to expiration | 17,700 | |||
Federal | Tax Years 2018 through 2021 | ||||
Operating Loss Carryforwards [Line Items] | ||||
NOL carryforwards not subject to expiration | 60,000 | |||
State | R&D tax credit carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Uncertain tax positions | 800 | $ 500 | ||
State research credits subject to expiration | 400 | |||
State research credits not subject to expiration | 2,900 | |||
State | Tax Years 2009 through 2021 | ||||
Operating Loss Carryforwards [Line Items] | ||||
NOL carryforwards subject to expiration | 31,000 | |||
State | Tax Years 2018 through 2021 | ||||
Operating Loss Carryforwards [Line Items] | ||||
NOL carryforwards not subject to expiration | $ 4,100 |
Income Taxes - Schedule of unre
Income Taxes - Schedule of unrecognized tax benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ (1,072) | $ (699) | $ (321) |
Gross increase related to prior year positions | (386) | 0 | 0 |
Gross increase related to current year positions | (484) | (373) | (378) |
Ending balance | $ (1,942) | $ (1,072) | $ (699) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2021USD ($)officeProperty | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |||
Property from a related party | Property | 1 | ||
Operating leases, rent expense | $ 1,600,000 | $ 1,706,000 | $ 2,402,000 |
Office properties | office | 1 | ||
Due to related parties, current | $ 0 | 30,000,000 | |
Advisory Services Agreement | |||
Related Party Transaction [Line Items] | |||
Related party transaction, general and administrative expenses from transactions with related party | 1,200,000 | 2,100,000 | 2,500,000 |
Due to related parties, current | 500,000 | ||
Leased Property From Related Party | |||
Related Party Transaction [Line Items] | |||
Operating leases, rent expense | 900,000 | 900,000 | 800,000 |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Related party transaction, cost of sales | 1,600,000 | 1,100,000 | $ 0 |
Accounts payable, related parties | 200,000 | 100,000 | |
Accrued liabilities, related parties | 200,000 | 100,000 | |
MeridianLink | |||
Related Party Transaction [Line Items] | |||
Due to related parties, current | $ 25,700,000 | $ 30,000,000 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of calculation of basic and diluted net loss per common unit (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss attributable to common stockholders, basic | $ (30,940) | $ (25,260) | $ (44,064) |
Net loss attributable to common stockholders, diluted | $ (30,940) | $ (25,260) | $ (44,064) |
Denominator: | |||
Weighted average common stock outstanding - basic (in shares) | 63,813,770 | 51,153,041 | 49,949,858 |
Weighted average common stock outstanding - diluted (in shares) | 63,813,770 | 51,153,041 | 49,949,858 |
Net loss per share: | |||
Basic (in dollars per share) | $ (0.48) | $ (0.49) | $ (0.88) |
Diluted (in dollars per share) | $ (0.48) | $ (0.49) | $ (0.88) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of outstanding potentially dilutive securities were excluded from the calculation of diluted net loss per common unit attributable to common unitholders (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,021,611 | 5,870,644 | 6,766,392 |
Options to purchase common stock outstanding, unexercised | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,256,812 | 3,169,696 | 2,757,696 |
Restricted stock awards, unvested | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 691,270 | 2,700,948 | 4,008,696 |
Restricted stock units, unvested | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,073,529 | 0 | 0 |
Business Combinations - Narrati
Business Combinations - Narrative (Detail) - USD ($) | Apr. 01, 2021 | Dec. 31, 2020 | Nov. 02, 2020 | Apr. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||||
Acquisition related costs | $ 781,000 | $ 1,579,000 | $ 0 | ||||||
Business acquisition, pro forma revenue | 235,700,000 | 195,400,000 | |||||||
Business acquisition, pro forma net income (loss) | 8,600,000 | $ (17,200,000) | |||||||
Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Useful life | 5 years | ||||||||
Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Useful life | 10 years | ||||||||
Saylent Technologies, Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration, gross | $ 38,500,000 | ||||||||
Acquisition related costs | 800,000 | ||||||||
Purchase accounting adjustments, goodwill | $ 200,000 | $ 249,000 | 0 | ||||||
Purchase accounting adjustments, deferred tax liability | $ 200,000 | ||||||||
Goodwill considered deductible for income tax purposes | $ 0 | ||||||||
TazWorks, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration, gross | $ 5,000,000 | $ 84,800,000 | |||||||
Acquisition related costs | 800,000 | ||||||||
Purchase accounting adjustments, goodwill | $ (47,000) | 0 | |||||||
Goodwill considered deductible for income tax purposes | 46,400,000 | 46,400,000 | |||||||
Business combination, consideration transferred | $ 89,800,000 | ||||||||
Business combination, adjustment consideration transferred | $ 200,000 | ||||||||
Teledata Communications, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration, gross | $ 105,800,000 | ||||||||
Acquisition related costs | 800,000 | ||||||||
Goodwill considered deductible for income tax purposes | 55,200,000 | ||||||||
Consideration transferred as PPP loan deposit | $ 2,100,000 | ||||||||
Revenue since acquisition date | $ 3,600,000 |
Business Combinations - Summary
Business Combinations - Summary of fair value of the assets acquired and the liabilities assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Apr. 01, 2021 | Dec. 31, 2020 | Nov. 02, 2020 | Dec. 31, 2019 |
Assets acquired: | |||||
Goodwill | $ 564,799 | $ 542,965 | $ 438,880 | ||
Saylent Technologies, Inc | |||||
Assets acquired: | |||||
Cash and cash equivalents | $ 1,676 | ||||
Restricted cash | 879 | ||||
Accounts receivable, net | 4,174 | ||||
Prepaid expenses and other current assets | 121 | ||||
Property and equipment, net | 371 | ||||
Goodwill | 22,036 | ||||
Intangible assets | 13,700 | ||||
Total assets acquired | 42,957 | ||||
Liabilities assumed: | |||||
Accounts payable | 210 | ||||
Accrued compensation and benefits | 2,191 | ||||
Accrued expenses | 754 | ||||
Deferred tax liability | 521 | ||||
Notes payable (PPP Loan) | 775 | ||||
Total liabilities assumed | 4,451 | ||||
Fair value of assets acquired and liabilities assumed | $ 38,506 | ||||
TazWorks, LLC | |||||
Assets acquired: | |||||
Accounts receivable, net | 1,499 | ||||
Prepaid expenses and other current assets | 133 | ||||
Property and equipment, net | 73 | ||||
Goodwill | 48,006 | ||||
Intangible assets | 41,800 | ||||
Total assets acquired | 91,511 | ||||
Liabilities assumed: | |||||
Accounts payable | 24 | ||||
Accrued expenses | 1,658 | ||||
Total liabilities assumed | 1,682 | ||||
Fair value of assets acquired and liabilities assumed | $ 89,829 | ||||
Teledata Communications, Inc. | |||||
Assets acquired: | |||||
Cash and cash equivalents | $ 2,745 | ||||
Accounts receivable, net | 2,355 | ||||
Prepaid expenses and other current assets | 257 | ||||
Property and equipment, net | 370 | ||||
Goodwill | 56,079 | ||||
Intangible assets | 48,600 | ||||
Deferred tax asset | 273 | ||||
Other non-current assets | 86 | ||||
Total assets acquired | 110,765 | ||||
Liabilities assumed: | |||||
Accounts payable | 374 | ||||
Accrued compensation and benefits | 362 | ||||
Deferred revenue | 1,108 | ||||
Accrued expenses | 979 | ||||
Notes payable (PPP Loan) | 2,142 | ||||
Total liabilities assumed | 4,965 | ||||
Fair value of assets acquired and liabilities assumed | $ 105,800 |
Business Combinations - Summa_2
Business Combinations - Summary of fair value of the separately identifiable finite-lived intangible assets acquired and estimated useful lives (Detail) - USD ($) $ in Thousands | Apr. 01, 2021 | Dec. 31, 2020 | Nov. 02, 2020 |
Saylent Technologies, Inc | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Fair Values | $ 13,700 | ||
Weighted Average Amortization Life (years) | 10 years 9 months 18 days | ||
Saylent Technologies, Inc | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Fair Values | $ 5,800 | ||
Weighted Average Amortization Life (years) | 15 years | ||
Saylent Technologies, Inc | Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Fair Values | $ 1,500 | ||
Weighted Average Amortization Life (years) | 6 years 3 months 18 days | ||
Saylent Technologies, Inc | Non-competition agreements | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Fair Values | $ 600 | ||
Weighted Average Amortization Life (years) | 2 years | ||
Saylent Technologies, Inc | Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Fair Values | $ 5,800 | ||
Weighted Average Amortization Life (years) | 8 years 8 months 12 days | ||
TazWorks, LLC | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Fair Values | $ 41,800 | ||
Weighted Average Amortization Life (years) | 10 years | ||
TazWorks, LLC | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Fair Values | $ 30,300 | ||
Weighted Average Amortization Life (years) | 10 years | ||
TazWorks, LLC | Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Fair Values | $ 2,300 | ||
Weighted Average Amortization Life (years) | 10 years | ||
TazWorks, LLC | Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Fair Values | $ 9,200 | ||
Weighted Average Amortization Life (years) | 10 years | ||
Teledata Communications, Inc. | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Fair Values | $ 48,600 | ||
Weighted Average Amortization Life (years) | 9 years 7 months 6 days | ||
Teledata Communications, Inc. | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Fair Values | $ 36,200 | ||
Weighted Average Amortization Life (years) | 10 years | ||
Teledata Communications, Inc. | Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Fair Values | $ 2,300 | ||
Weighted Average Amortization Life (years) | 10 years | ||
Teledata Communications, Inc. | Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated Fair Values | $ 10,100 | ||
Weighted Average Amortization Life (years) | 9 years 7 months 6 days |
Business Combinations - Summa_3
Business Combinations - Summary of company's goodwill (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 542,965 | $ 438,880 | |
Ending balance | $ 564,799 | 564,799 | 542,965 |
Saylent Technologies, Inc | |||
Goodwill [Roll Forward] | |||
Beginning balance | 22,036 | ||
Goodwill additions during period | 22,036 | 0 | |
Purchase accounting adjustments, goodwill | $ (200) | (249) | 0 |
TazWorks, LLC | |||
Goodwill [Roll Forward] | |||
Beginning balance | 48,006 | ||
Goodwill additions during period | 0 | 48,006 | |
Purchase accounting adjustments, goodwill | 47 | 0 | |
Ending balance | 48,006 | ||
Teledata Communications, Inc. | |||
Goodwill [Roll Forward] | |||
Goodwill additions during period | $ 0 | $ 56,079 |
Employee Benefits (Detail)
Employee Benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Employer matching contributions | $ 1.3 | $ 0.8 | $ 0.8 |