Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 03, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | 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 Public Float | $ 419.4 | ||
Entity Common Stock, Shares Outstanding | 80,676,264 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Certain information required by Part III of this Annual Report on Form 10-K, 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 2023, 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 Annual Report on Form 10-K relates. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the registrant’s definitive proxy statement shall not be deemed to be filed as part hereof. | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001834494 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 55,780 | $ 113,645 |
Accounts receivable, net of allowance for doubtful accounts | 32,905 | 24,913 |
Prepaid expenses and other current assets | 9,447 | 9,398 |
Escrow deposit | 30,000 | 0 |
Total current assets | 128,132 | 147,956 |
Property and equipment, net | 4,245 | 5,989 |
Right of use assets | 2,185 | 0 |
Intangible assets, net | 297,475 | 298,597 |
Deferred tax assets, net | 13,939 | 4,286 |
Goodwill | 608,657 | 564,799 |
Other assets | 4,524 | 4,266 |
Total assets | 1,059,157 | 1,025,893 |
Current liabilities: | ||
Accounts payable | 1,249 | 2,335 |
Accrued liabilities | 32,500 | 24,667 |
Deferred revenue | 16,945 | 14,707 |
Current portion of long-term debt, net of debt issuance costs | 3,505 | 2,139 |
Total current liabilities | 54,199 | 43,848 |
Long-term debt, net of debt issuance costs | 423,404 | 425,371 |
Long-term deferred revenue | 1,141 | 0 |
Deferred rent | 0 | 396 |
Other long-term liabilities | 1,322 | 0 |
Total liabilities | 480,066 | 469,615 |
Commitments and contingencies (Note 5) | ||
Stockholders’ Equity | ||
Preferred stock, $0.001 par value; 50,000,000 shares authorized; zero shares issued and outstanding at December 31, 2022 and 2021 | 0 | 0 |
Common stock, $0.001 par value; 600,000,000 shares authorized, 80,644,452 and 79,734,984 shares issued and outstanding at December 31, 2022 and 2021, respectively | 128 | 88 |
Additional paid-in capital | 621,396 | 596,542 |
Accumulated deficit | (42,433) | (40,352) |
Total stockholders’ equity | 579,091 | 556,278 |
Total liabilities and stockholders’ equity | $ 1,059,157 | $ 1,025,893 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred sock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, shares issued (in shares) | 80,644,452 | 79,734,984 |
Common stock, shares outstanding (in shares) | 80,644,452 | 79,734,984 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenues, net | $ 288,046 | $ 267,676 | $ 199,340 |
Cost of revenues: | |||
Subscription and services | 90,778 | 77,103 | 49,480 |
Amortization of developed technology | 15,553 | 12,519 | 8,874 |
Total cost of revenues | 106,331 | 89,622 | 58,354 |
Gross profit | 181,715 | 178,054 | 140,986 |
Operating expenses: | |||
General and administrative | 82,649 | 85,160 | 54,640 |
Research and development | 42,592 | 36,336 | 18,691 |
Sales and marketing | 23,658 | 18,122 | 9,371 |
Loss on termination of financing obligation due to related party | 0 | 0 | 5,755 |
Impairment of trademarks | 0 | 0 | 5,362 |
Acquisition related costs | 4,228 | 781 | 1,579 |
Total operating expenses | 153,127 | 140,399 | 95,398 |
Operating income | 28,588 | 37,655 | 45,588 |
Other (income) expense, net: | |||
Other income | (1,063) | (49) | (41) |
Interest expense, net | 24,227 | 32,615 | 34,686 |
Loss on debt repayment and extinguishment | 0 | (9,944) | 0 |
Total other expense, net | 23,164 | 42,510 | 34,645 |
Income (loss) before provision for income taxes | 5,424 | (4,855) | 10,943 |
Provision for income taxes | 4,130 | 5,141 | 1,792 |
Net income (loss) | 1,294 | (9,996) | 9,151 |
Class A preferred return | 0 | (20,944) | (34,411) |
Net income (loss) attributable to common stockholders, basic | 1,294 | (30,940) | (25,260) |
Net income (loss) attributable to common stockholders, diluted | $ 1,294 | $ (30,940) | $ (25,260) |
Net income (loss) per share: | |||
Basic (in dollars per share) | $ 0.02 | $ (0.48) | $ (0.49) |
Diluted (in dollars per share) | $ 0.02 | $ (0.48) | $ (0.49) |
Weighted average common stock outstanding: | |||
Basic (in shares) | 80,454,356 | 63,813,770 | 51,153,041 |
Diluted (in shares) | 82,403,679 | 63,813,770 | 51,153,041 |
Consolidated Statements of Pref
Consolidated Statements of Preferred Units and Stockholders' Equity / Members' Deficit - USD ($) $ in Thousands | Total | Restricted stock awards | Restricted stock units | Common Stock | Common Stock Restricted stock awards | Common Stock Restricted stock units | Additional paid-in capital | Additional paid-in capital Restricted stock awards | Accumulated deficit | Class A Preferred Units | Class B Common Units Common Stock | Class B Common Units Common Stock Restricted stock awards |
Beginning balance (in shares) at Dec. 31, 2019 | 320,820 | |||||||||||
Beginning balance at Dec. 31, 2019 | $ 320,820 | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Repurchase of stock (in shares) | (907) | (352,829) | ||||||||||
Repurchase of stock | $ (2,167) | $ (723) | $ (907) | $ (1,444) | ||||||||
Ending balance (in shares) at Dec. 31, 2020 | 319,913 | |||||||||||
Ending balance at Dec. 31, 2020 | $ 319,913 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 50,732,795 | ||||||||||
Beginning balance at Dec. 31, 2019 | (36,191) | $ 0 | 1,791 | $ (39,353) | $ 1,371 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Payment of Class A units cumulative preferred return | (136) | (136) | ||||||||||
Vesting of Class B carried equity units (in shares) | 1,112,839 | |||||||||||
Vesting of Class B Units | 73 | $ 73 | ||||||||||
Repurchase of stock (in shares) | (907) | (352,829) | ||||||||||
Repurchase of stock | $ (2,167) | (723) | $ (907) | $ (1,444) | ||||||||
Issuance of common stock due to exercise of stock options (in shares) | 0 | |||||||||||
Share-based compensation expense | $ 2,841 | 2,841 | ||||||||||
Net income (loss) | 9,151 | 9,151 | ||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 51,492,805 | ||||||||||
Ending balance at Dec. 31, 2020 | (26,429) | $ 0 | 3,909 | (30,338) | $ 0 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Repurchase of stock (in shares) | (54) | (103,421) | ||||||||||
Repurchase of stock | (1,887) | (1,849) | $ (54) | $ (38) | ||||||||
Effect of Corporate Conversion (in shares) | 68,720,140 | (319,859) | (52,112,904) | |||||||||
Effect of Corporate Conversion | 319,853 | $ 69 | 319,799 | (6) | $ (319,859) | $ (9) | ||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | |||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Payment of Class A units cumulative preferred return | (12) | (12) | ||||||||||
Repurchase of stock (in shares) | (54) | (103,421) | ||||||||||
Repurchase of stock | (1,887) | (1,849) | $ (54) | $ (38) | ||||||||
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 | $ 10 | 242,084 | |||||||||
Effect of Corporate Conversion (in shares) | 68,720,140 | (319,859) | (52,112,904) | |||||||||
Effect of Corporate Conversion | $ 319,853 | $ 69 | 319,799 | (6) | $ (319,859) | $ (9) | ||||||
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 | 1,714 | ||||||||||
Vesting of restricted stock (in shares) | 710,986 | 24,971 | 723,520 | |||||||||
Vesting of restricted stock | $ 94 | $ 9 | $ 38 | $ 47 | ||||||||
Share-based compensation expense | 30,847 | 30,847 | ||||||||||
Net income (loss) | (9,996) | (9,996) | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 79,734,984 | 0 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 556,278 | $ 88 | 596,542 | (40,352) | $ 0 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Repurchase of stock (in shares) | (237,641) | (237,641) | ||||||||||
Repurchase of stock | $ (3,375) | (3,375) | ||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | |||||||||||
Ending balance at Dec. 31, 2022 | $ 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Repurchase of stock (in shares) | (237,641) | (237,641) | ||||||||||
Repurchase of stock | $ (3,375) | (3,375) | ||||||||||
Issuance of common stock due to exercise of stock options (in shares) | 33,359 | 33,359 | ||||||||||
Issuance of common stock due to exercise of stock options | $ 211 | 211 | ||||||||||
Vesting of restricted stock (in shares) | 599,599 | 398,407 | ||||||||||
Vesting of restricted stock | $ 39 | $ 1 | $ 39 | $ 1 | ||||||||
Share-based compensation expense | $ 23,072 | 23,072 | ||||||||||
Issuance of common stock through employee purchase plan (in shares) | 127,700 | 127,700 | ||||||||||
Issuance of common stock through employee stock purchase plan | $ 1,777 | 1,777 | ||||||||||
Shares withheld related to net share settlement of restricted stock units (in shares) | (11,956) | |||||||||||
Shares withheld related to net share settlement of restricted stock units | (206) | (206) | ||||||||||
Net income (loss) | 1,294 | 1,294 | ||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 80,644,452 | 0 | ||||||||||
Ending balance at Dec. 31, 2022 | $ 579,091 | $ 128 | $ 621,396 | $ (42,433) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 1,294 | $ (9,996) | $ 9,151 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 53,982 | 50,453 | 40,199 |
Amortization of debt issuance costs | 2,760 | 3,413 | 1,758 |
Share-based compensation expense | 22,761 | 30,736 | 2,841 |
Loss on disposal of fixed assets | 678 | 524 | 5,823 |
Impairment of trademarks | 0 | 0 | 5,362 |
Loss on sublease liability | 0 | 405 | 0 |
Loss on debt repayment and extinguishment | 0 | 9,944 | 0 |
Gain on change in fair value of earnout | (162) | 0 | 0 |
Other adjustments | 0 | (18) | 0 |
Deferred income taxes | 1,905 | 4,926 | 1,555 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (7,005) | 1,619 | (3,184) |
Prepaid expenses and other assets | 297 | (5,726) | (2,058) |
Accounts payable | (1,564) | 117 | 1,536 |
Accrued liabilities | (2,281) | (302) | 2,650 |
Deferred revenue | 1,922 | 3,834 | 1,923 |
Deferred rent | 0 | (94) | (77) |
Net cash provided by operating activities | 74,587 | 89,835 | 67,479 |
Cash flows from investing activities: | |||
Acquisition, net of cash acquired – Beanstalk Networks L.L.C. | (61,830) | 0 | 0 |
Acquisition, net of cash and restricted cash acquired – StreetShares, Inc. | (23,137) | 0 | 0 |
Acquisition, net of cash and restricted cash acquired – Saylent Technologies, Inc. | 0 | (35,945) | 0 |
Acquisition, net of cash acquired – TazWorks, LLC | 0 | (84,605) | (5,000) |
Acquisition, net of cash acquired – Teledata Communications, Inc. | 0 | 0 | (103,055) |
Escrow deposit | (30,000) | 0 | 0 |
Capitalized software additions | (8,228) | (4,906) | (3,196) |
Purchases of property and equipment | (1,136) | (843) | (4,141) |
Net cash used in investing activities | (124,331) | (126,299) | (115,392) |
Cash flows from financing activities: | |||
Repurchases of common stock | (3,375) | 0 | 0 |
Proceeds from initial public offering, net of underwriters’ discounts and commissions | 0 | 247,307 | 0 |
Proceeds from exercise of stock options | 211 | 1,714 | 0 |
Payment due to effect of corporate conversion | 0 | (6) | 0 |
Proceeds from employee stock purchase plan | 1,777 | 0 | 0 |
Taxes paid related to net share settlement of RSUs | (206) | 0 | 0 |
Proceeds from long-term debt | 0 | 535,000 | 0 |
Principal payments of long-term debt | (3,263) | (631,255) | (4,156) |
Payment of Regulation A+ investor note | (3,265) | 0 | 0 |
Payments of debt issuance costs | 0 | (7,207) | 0 |
Payments of financing obligation due to related party | 0 | 0 | (2,187) |
Payments of Class A cumulative preferred return | 0 | (12) | (136) |
Payments of deferred offering costs | 0 | (4,790) | (423) |
Payment to sellers of Saylent Technologies, Inc. | 0 | (775) | 0 |
Payment to sellers of Teledata Communications, Inc | 0 | (2,142) | 0 |
Holdback payment to sellers of MeridianLink | 0 | (25,665) | 0 |
Net cash (used in) provided by financing activities | (8,121) | 110,228 | (9,976) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (57,865) | 73,764 | (57,889) |
Cash, cash equivalents and restricted cash, beginning of period | 113,645 | 39,881 | 97,770 |
Cash, cash equivalents and restricted cash, end of period | 55,780 | 113,645 | 39,881 |
Reconciliation of cash, cash equivalents, and restricted cash | |||
Cash and cash equivalents | 55,780 | 113,645 | 37,739 |
Restricted cash | 0 | 0 | 2,142 |
Cash, cash equivalents, and restricted cash | 55,780 | 113,645 | 39,881 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 21,348 | 29,242 | 33,179 |
Cash paid for income taxes | 1,343 | 306 | 137 |
Non-cash investing and financing activities: | |||
Regulation A+ investor note assumed in business combination | 3,265 | 0 | 0 |
Initial recognition of operating lease liability | 3,791 | 0 | 0 |
Initial recognition of operating lease right-of-use asset | 3,047 | 0 | 0 |
Share-based compensation expense capitalized to software additions | 311 | 111 | 0 |
Shares withheld with respect to net settlement of RSUs | 206 | 0 | 0 |
Effect of corporate conversion (Note 1) | 0 | 319,868 | 0 |
Related party receivable net against holdback payment to prior shareholders | 0 | 4,335 | 0 |
Deferred offering costs in prepaid expenses and other current assets as of December 31, 2020 offsetting payments of deferred offering costs | 0 | 423 | 0 |
Vesting of RSAs and RSUs | 40 | 94 | 0 |
Debt issuance costs included in accrued expenses | 0 | 90 | 0 |
Purchases of property and equipment included in accounts payable and accrued expenses | 72 | 81 | 98 |
Payable to seller in connection with acquisition of TazWorks | 0 | 0 | 85,646 |
Deferred offering costs included in accounts payable and accrued expenses | 0 | 0 | 572 |
Vesting of Class B Units | 73 | ||
Class A Units | |||
Cash flows from financing activities: | |||
Repurchases of Units | 0 | (54) | (907) |
Class B Units | |||
Cash flows from financing activities: | |||
Repurchases of Units | 0 | (1,887) | (2,167) |
Non-cash investing and financing activities: | |||
Vesting of Class B Units | $ 0 | $ 0 | $ 74 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
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 UGP, LLC and its affiliates (“Thoma Bravo”). The Company is headquartered in Costa Mesa, California. 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 into 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
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. Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. 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. 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 and for the years ended December 31, 2022 and 2021, the Company did not have any customers that accounted for greater than 10% of accounts receivable or 10% of net revenues. For the year ended December 31, 2020, there was one customer, Credit Plus, Inc., that accounted for 10% of net revenues. 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 and variable consideration; share-based compensation; the fair value of acquired intangibles; the capitalization of software development costs; the useful lives of 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, 2022 and 2021, cash consisted of checking deposit accounts and demand deposit accounts. As of December 31, 2022 and 2021, cash equivalents included $40.5 million and $60.0 million, respectively, held in a money market fund. 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 the 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. Allowance for doubtful accounts as of both December 31, 2022 and 2021 was $0.2 million. The following table presents changes in the Company’s allowance for doubtful accounts: As of December 31, 2022 As of December 31, 2021 Beginning balance $ (215) $ (641) Provision for doubtful accounts — — Write offs, net 50 426 Ending balance $ (165) $ (215) 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 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. Leases Leases arise from contractual obligations that convey the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. At the inception of the contract, the Company determines if an arrangement contains a lease based on whether there is an identified asset and whether the Company controls the use of the identified asset. The Company also determines the classification of that lease, between financing and operating, at the lease commencement date. The Company accounts for and allocates consideration to the lease and non-lease components as a single lease component. A right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset, and a lease liability represents the Company’s obligation to make payments during the lease term. ROU assets are recorded and recognized at commencement for the lease liability amount, adjusted for initial direct costs incurred and lease incentives received, and adjusted for prepaid or accrued lease payments. Lease liabilities are recorded at the present value of the future lease payments over the lease term at commencement. The discount rate used to determine the present value is the incremental borrowing rate, unless the interest rate implicit in the lease is readily determinable. As the implicit rate for the operating leases is generally not determinable, the Company uses an incremental borrowing rate as the discount rate at the lease commencement date to determine the present value of lease payments. The Company determines the discount rate of the leases by considering various factors, such as the credit rating, interest rates of similar debt instruments of entities with comparable credit ratings, jurisdictions, and the lease term. The Company’s operating leases typically include non-lease components such as common-area maintenance costs, utilities, and other maintenance costs. For real estate leases, the Company has elected to include non-lease components with lease payments for the purpose of calculating lease right-of-use assets and liabilities to the extent that they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments. The Company’s lease terms may include options to extend or terminate the lease. The Company generally uses the base, non-cancelable, lease term when recognizing the lease assets and liabilities, unless it is reasonably certain that the Company will exercise those options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company’s ROU assets are included in right of use assets and the current and non-current portions of the lease liabilities are included in accrued liabilities and other long-term liabilities, respectively, on the consolidated balance sheets. The Company does not record leases with terms of 12 months or less on the consolidated balance sheets. Lease expense is recognized on a straight-line basis over the expected lease term. The Company has entered into subleases, or has made decisions and taken actions to exit and sublease certain unoccupied leased office space. Sublease income is recorded as a reduction of rent expense straight-line over the term of the sublease. The Company tests ROU assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. For leased assets, such circumstances would include the decision to leave a leased facility prior to the end of the minimum lease term or subleases for which estimated cash flows do not fully cover the costs of the associated lease. No impairment of ROU assets was recorded during the year ended December 31, 2022. Intangible Assets Intangible assets primarily consist of developed technology, customer relationships, trademarks, and non-competition agreements, which were acquired through acquisitions. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized on either a straight-line or accelerated basis over their estimated useful lives, depending on the nature of the intangible asset. Capitalized Internal-Use Software Costs For development costs related to internal use software, such as the Company’s subscription offerings, and implementation costs incurred in cloud computing arrangements that are service contracts, the Company follows the 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 3 years. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. For the years ended December 31, 2022, 2021, and 2020, the Company capitalized $8.5 million, $5.0 million, and $3.2 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. Capitalized deferred implementation costs for cloud computing arrangements are included in prepaid expenses and other current assets and other assets on the Company’s consolidated balance sheets, and were $0.2 million and $0.3 million as of December 31, 2022 and 2021, respectively. Amounts capitalized are amortized as general and administrative expenses and cost of sales on the consolidated statements of operations over 3 years. Impairment of Long-Lived Assets 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, 2022, 2021, and 2020. 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. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company tests goodwill for impairment in accordance ASC 350, “Intangibles—Goodwill and Other.” Goodwill is tested for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate that goodwill might be impaired. Events or changes in circumstances which could trigger an impairment review include consideration of certain key factors including macroeconomic conditions, industry and market conditions, management turnover, changes in regulation, litigation matters, changes in enterprise value, and overall financial performance. ASC 350 provides that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is more likely than not the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform a quantitative impairment test. The quantitative impairment test involves comparing the estimated fair value of a reporting unit with its book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If however, the fair value of the reporting unit is less than book value, then an impairment charge is recorded for the difference between the reporting unit’s fair value and carrying amount, not to exceed the carrying amount of the goodwill. The Company has one reporting unit and tests its goodwill for impairment annually, during the fourth quarter of the fiscal year. During the year ended December 31, 2022, the Company used the quantitative approach to perform its annual goodwill impairment test. The fair value of the Company’s reporting unit significantly exceeded the carrying value of its net assets. No goodwill impairment was recorded during the years ended December 31, 2022, 2021, and 2020. 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, escrow deposit, accounts payable, accrued liabilities, and short-term 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, 2022 and 2021 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. Cumulative Preferred Return Prior to the Corporate Conversion, Class A preferred unitholders were entitled to a cumulative preferred return, as disclosed further in Note 8. 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. For the majority of our customers, 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, configuration, consulting, and training services for our software solutions and SaaS offerings. Revenues from professional services are recognized as control is transferred to the customer. 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. 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, we considered that there is not a significant level of integration between implementation and subscription services. Further, implementation services in our contracts provide benefit 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 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 generally 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 Company records an unbilled receivable when revenue is recognized prior to invoicing. The deferred revenue balance consists of subscription and implementation fees which have been invoiced up front 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. Any fees invoiced up front for contracts that have a service term that extend multiple years, the portion of deferred revenue that will be recognized beyond 12 months from the date of the financial statements, are classified as long-term deferred revenue. 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 Deferred revenue consists of subscription and implementation fees which have been invoiced up front 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. Any fees invoiced up front for contracts that have a service term that extend multiple years, the portion of deferred revenue that will be recognized beyond 12 months from the date of the financial statements, are classified as long-term deferred revenue. 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, 2022, 2021, and 2020. 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. Cost of Revenues Cost of revenues cons |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue The following table disaggregates the Company’s net revenues by solution type (in thousands): Year Ended December 31, 2022 2021 2020 Lending Software Solutions $ 208,290 $ 176,793 $ 133,754 Data Verification Software Solutions 79,756 90,883 65,586 Total $ 288,046 $ 267,676 $ 199,340 Lending Software Solutions accounted for 72%, 66%, and 67% of total revenues for the years ended December 31, 2022, 2021, and 2020 respectively. Data Verification Software Solutions accounted for 28%, 34%, and 33% of total revenues for the years ended December 31, 2022, 2021, and 2020, respectively. The following table disaggregates the Company’s net revenues by major source (in thousands): Year Ended December 31, 2022 2021 2020 Subscription fees $ 248,864 $ 235,489 $ 177,039 Professional services 29,320 22,707 16,301 Other 9,862 9,480 6,000 Total revenues $ 288,046 $ 267,676 $ 199,340 Deferred Revenue The changes in the Company’s deferred revenue as of December 31, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2022 2021 Deferred revenue, beginning balance $ 14,707 $ 10,873 Billing of transaction consideration 291,425 271,510 Revenue recognized (288,046) (267,676) Deferred revenue, ending balance $ 18,086 $ 14,707 Deferred revenue, current $ 16,945 $ 14,707 Long-term deferred revenue 1,141 — Total deferred revenue $ 18,086 $ 14,707 Assets Recognized from Costs to Obtain a Contract with a Customer The following table represents the changes in contract cost assets (in thousands): Year Ended December 31, 2022 2021 Beginning balance $ 5,835 $ 3,207 Additions 3,267 4,136 Amortization (2,563) (1,508) Ending balance $ 6,539 $ 5,835 Contract cost assets, current $ 2,938 $ 2,402 Contract cost assets, noncurrent 3,601 3,433 Total deferred contract cost assets $ 6,539 $ 5,835 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 As of December 31, 2021 Prepaid expenses $ 6,069 $ 6,752 Contract cost assets – current 2,938 2,402 Others 440 244 Total prepaid expenses and other current assets $ 9,447 $ 9,398 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): As of December 31, 2022 As of December 31, 2021 Computer equipment and software $ 7,854 $ 7,995 Leasehold improvements 2,732 2,994 Office equipment and furniture 978 1,378 Total 11,564 12,367 Less: Accumulated depreciation (7,319) (6,378) Property and equipment, net $ 4,245 $ 5,989 Depreciation expense amounted to $2.3 million, $2.3 million, and $2.5 million for the years ended December 31, 2022, 2021, and 2020, respectively. The Company disposed of office furniture that resulted in a loss of $0.7 million, $0.5 million, and $0.1 million during the years ended December 31, 2022, 2021, and 2020, respectively. The losses are included in general and administrative expenses in the accompanying consolidated statements of operations. In December 2022, the Company terminated one of its office leases upon expiration of the lease term. The termination resulted in a loss on disposal of property and equipment and related assets of $0.5 million. The loss is included in operating expenses on the accompanying consolidated statements of operations. In October, 2020, the Company terminated one of its office leases that had been accounted for as a financing obligation. 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 on the accompanying consolidated statements of operations. Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): As of December 31, 2022 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 343,300 $ (132,298) $ 211,002 Developed technology 96,400 (40,360) 56,040 Trademarks 24,975 (10,205) 14,770 Non-competition agreements 5,500 (688) 4,812 Capitalized software 19,443 (8,592) 10,851 Total intangible assets, net $ 489,618 $ (192,143) $ 297,475 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 The weighted average remaining useful lives for intangible assets at December 31, 2022 were as follows: Weighted Average Remaining Useful Life Customer relationships 6 years Developed technology 5 years Trademarks 6 years Non-competition agreements 4 years Capitalized software 3 years Amortization expense related to intangible assets was as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenues $ 15,553 $ 12,519 $ 8,874 General and administrative expense 36,110 35,631 28,809 Total amortization expense $ 51,663 $ 48,150 $ 37,683 The estimated future amortization of intangible assets as of December 31, 2022 was as follows (in thousands): Years ending December 31, 2023 $ 54,707 2024 52,758 2025 46,877 2026 42,314 2027 42,052 Thereafter 58,767 Total amortization expense $ 297,475 Accrued Liabilities Accrued liabilities consisted of the following (in thousands): As of As of Accrued payroll and payroll-related expenses $ 9,836 $ 8,522 Accrued bonuses 5,947 6,708 Sales tax liability from acquisitions 4,572 2,939 Accrued operating costs 4,016 2,099 Accrued costs of revenues 3,141 2,217 Lease liability – current 1,223 233 User conference 755 170 Other accrued expenses 3,010 1,779 Total accrued liabilities $ 32,500 $ 24,667 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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 legal proceedings and claims arising out of the Company’s operations in the ordinary 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. Other Contractual Commitments The Company’s contractual commitments primarily consist of third-party cloud infrastructure agreements and service subscription arrangements used to support operations at the enterprise level. Future minimum payments under the Company’s non-cancelable purchase commitments as of December 31, 2022 are as follows (in thousands): Contractual Commitments Years ending December 31, 2023 $ 375 2024 395 2025 5,170 Total $ 5,940 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases office space and server equipment 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. As of December 31, 2022, the weighted average remaining lease term was three years and the weighted average discount rate was 5.8%. The Company does not have any finance leases as of December 31, 2022. One lease was with a related party that expired in December 2022. The monthly payments during each of the years ended December 31, 2022, 2021, and 2020 were $0.1 million. The Company also has subleases of former office spaces which expire at various dates from 2022 to 2026. Sublease income from operating leases, which is recorded as a reduction of rental expense, was $0.4 million, $0.2 million, and $0.0 million for the years ended December 31, 2022, 2021, and 2020, respectively. One of the subleases was entered into during March 2022 resulting in a total loss of $0.1 million from the disposal of related assets. The loss is included in general and administrative expense on the consolidated statements of operations for the years ended December 31, 2022. Rent expense, gross of sublease income, has been recorded in the consolidated statements of operations for the year ended December 31, 2022 (in thousands): Year Ended Cost of revenues $ 720 General and administrative 260 Research and development 579 Sales and marketing 240 Total rent expense $ 1,799 The following table presents supplemental cash flow information about the Company’s leases (in thousands): Year Ended Cash paid for amounts included in the measurement of lease liabilities $ 2,008 Operating lease assets obtained in exchange for new operating lease liabilities 1,033 The following table presents supplemental balance sheet information about the Company’s leases (in thousands): As of December 31, 2022 Operating lease ROU assets $ 2,185 Operating lease liabilities, current $ 1,223 Noncurrent operating lease liabilities 1,282 Total operating lease liabilities $ 2,505 As of December 31, 2022, remaining maturities of lease liabilities were as follows (in thousands): As of December 31, 2022 Years Ending December 31, 2023 $ 1,259 2024 843 2025 320 2026 245 Total operating lease payments (1) 2,667 Less: imputed interest (162) Total operating lease liabilities $ 2,505 ______________ (1) Presented gross of sublease income. The Company expects to receive sublease income of approximately $0.3 million in 2023, $0.2 million in 2024, $0.2 million in 2025, and $0.2 million in 2026. As of December 31, 2021, prior to the adoption of Topic 842, the aggregate future non-cancelable minimum rental payments and expected sublease receipts 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 for the years ended December 31, 2021 and 2020 was as follows (in thousands): Year Ended December 31, 2021 2020 Cost of revenues $ 735 $ 743 General and administrative 186 321 Research and development 472 464 Sales and marketing 207 178 Total rent expense $ 1,600 $ 1,706 As of December 31, 2021, the Company had an accrued lease termination liability related to leased office space it ceased using during February 2021. The termination liability as of December 31, 2021 was $0.2 million. Upon adoption of Topic 842 on January 1, 2022, the termination liability was removed as an adjustment to the related right of use asset. 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. 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. 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. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (in thousands): As of December 31, 2022 As of December 31, 2021 2021 Term loan $ 431,738 $ 435,000 Debt issuance costs (4,829) (7,490) Total debt, net 426,909 427,510 Less: Current portion of long-term debt 2021 Term loan 4,350 3,263 Debt issuance costs (845) (1,124) Total current portion of long-term debt, net 3,505 2,139 Total non-current portion of long-term debt, net $ 423,404 $ 425,371 Amortization of deferred financing fees was $2.8 million, $3.4 million, and $1.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. Total interest expense, excluding amortization of deferred financing fees, was $21.6 million, $29.2 million, and $32.8 million for the years ended December 31, 2022, 2021, and 2020, 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 previous 2018 First Lien 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, 2022. 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, 2022. 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, 2022. 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 Company’s previous 2018 First Lien. The Company recognized $2.7 million, and $0.2 million of amortization of debt issuance costs for the 2021 Term Loan during the years ended December 31, 2022 and 2021, respectively. The effective interest rate on the 2021 Term Loan was 8.5% as of December 31, 2022. 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 remaining unamortized debt issuance costs were $0.4 million and $0.5 million as of December 31, 2022 and 2021, respectively. 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, 2022, the applicable rate was 0.5%, which was applied against the $50.0 million unused revolving credit facility balance. Future Principal Payments Future principal payments of long-term debt as of December 31, 2022 were as follows (in thousands): Years ending December 31, 2023 $ 4,350 2024 4,350 2025 4,350 2026 4,350 2027 4,350 Thereafter 409,988 Total $ 431,738 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity 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 9 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 63,609 of such shares that remain subject to future vesting and are not included in the outstanding shares as of December 31, 2022. As of December 31, 2022, there were 80,644,452 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. Stock Repurchase Program In May 2022, the Company’s board of directors authorized a new stock repurchase program to acquire up to $75.0 million of the Company’s common stock, with no requirement to purchase any minimum number of shares. The manner, timing, and actual number of shares repurchased under the program will depend on a variety of factors, including price, working capital needs, general business and market conditions, regulatory requirements, and other investment opportunities. Shares may be repurchased through privately negotiated transactions, or open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934. The repurchase programs may be commenced, suspended, or terminated at any time by the Company at its discretion without prior notice. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
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. Outstanding options to purchase Class B Units granted under the 2019 Plan were converted into options to purchase shares of common stock, and all outstanding Carried Equity Units granted under the 2018 Plan were converted into restricted stock awards (“RSAs”), both of which have been granted under the 2021 Plan. The Company had 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 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. 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, 2022, 2021, and 2020 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, 2020 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 Granted 927,364 17.09 Exercised (33,359) 6.31 Forfeited (411,034) 20.86 Outstanding – December 31, 2022 4,739,783 $ 13.21 7.61 $ 19,855 Vested and expected to vest in the future at December 31, 2022 4,739,783 13.21 7.61 19,855 Exercisable at December 31, 2022 2,970,165 $ 8.83 6.91 $ 19,301 The total fair value of options that vested during the years ended December 31, 2022, 2021, and 2020 was $7.6 million, $12.4 million, and $1.9 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021, and 2020 was $0.4 million, $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 – Prior to Q2 2022, the computation of expected volatility was based on a calculation using the historical volatility of a group of publicly traded peer companies. In evaluating the similarity of peer companies, the Company considered factors such as industry, stage of life cycle, size, and financial leverage. Beginning in Q2 2022, expected volatility is based on historical volatility data of our stock. 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, 2022, 2021, and 2020 (dollars in thousands, except per option amounts): Year Ended December 31, 2022 2021 2020 Aggregate grant date fair value of options granted $ 7,989 $ 23,111 $ 1,063 Assumptions for option valuation: Expected volatility 47.3 – 62.0% 62 % 61.0 – 66.0% Expected dividend yield — % — % — % Expected risk-free interest rate 1.7 – 3.4% 0.2 – 0.9% 0.2 – 0.8% Expected term of options 6 years 3 – 6 years 3 – 6 years Maximum contractual term 10 years 10 years 10 years Weighted average grant date fair value per option $ 8.61 $ 14.58 $ 5.16 The Company recognized approximately $6.7 million, $14.5 million, and $2.3 million in share-based compensation expense related to time-based and performance-based stock options for the years ended December 31, 2022, 2021, and 2020, 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, 2022, 2021, and 2020, performance-based options were probable of vesting and, therefore, were included as part of share-based compensation expense. As of December 31, 2022, there was approximately $17.1 million of unrecognized share-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of approximately 2.76 years. Restricted Stock Awards In connection with the Corporate Conversion, all outstanding Carried Equity Units granted under the 2018 Plan were converted into 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 number of RSAs vested during the years ended December 31, 2022 and 2021 was 599,599 and 1,434,506, respectively. The liability balance as of December 31, 2022 and 2021, related to the unvested RSAs was $0.00 million and $0.05 million, respectively. As of December 31, 2022 and 2021, the number of unvested RSAs amounted to 63,609 and 691,270, respectively. There were a total of 27,146 and 131,251 RSAs cancelled or forfeited during years ended December 31, 2022 and 2021, respectively. The Company recognized approximately $0.3 million, $11.5 million, and $0.6 million in share-based compensation expense related to RSAs for the years ended December 31, 2022, 2021, and 2020, 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 $11.1 million related to 426,657 Carried Equity Units which became fully vested upon the completion of the Company’s IPO. 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 years ended December 31, 2022 and 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 Granted 2,827,328 17.91 Vested (398,407) 25.79 Forfeited (390,619) 20.66 Non-vested – December 31, 2022 3,111,831 $ 19.27 As of December 31, 2022, 3,111,831 RSUs are expected to vest. The Company recognized approximately $15.4 million and $4.7 million in share-based compensation expense related to RSUs for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, there was approximately $50.6 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, 2022, the Company has issued 127,700 shares of common stock under the 2021 ESPP. As of December 31, 2022, there was approximately $0.2 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 $0.7 million and $0.1 million of share-based compensation expense related to the ESPP for the years ended December 31, 2022 and 2021, respectively. 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, 2022 and 2021 as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenues $ 4,630 $ 6,478 $ 180 General and administrative 9,499 14,558 1,952 Research and development (1) 6,472 7,453 339 Sales and marketing 2,160 2,247 370 Total share-based compensation expense $ 22,761 $ 30,736 $ 2,841 ______________ (1) Net of $0.3 million, $0.1 million and $0.0 million additions to capitalized software on the Company’s consolidated balance sheets for the years ended December 31, 2022, 2021, and 2020, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision (benefit) from income taxes for the years ended December 31, 2022, 2021, and 2020 consist of the following (in thousands): Year Ended December 31, 2022 2021 2020 Current: Federal $ 385 $ — $ — State 1,840 215 237 Total current 2,225 215 237 Deferred: Federal 1,822 3,746 1,858 State 83 1,180 (303) Total deferred 1,905 4,926 1,555 Provision for (benefit from) income taxes $ 4,130 $ 5,141 $ 1,792 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, 2022, 2021, and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Tax expense (benefit) computed at federal statutory rate $ 1,139 $ (1,019) $ 2,298 State income tax expense (benefit), net of federal benefit 1,177 1,178 507 Nondeductible share-based compensation 803 1,478 — 162m limitation 1,038 4,131 — Other nondeductible expenses 348 100 126 Rate change 66 472 — R&D credits (1,550) (1,462) (1,149) Tax attribute write-off 484 — — Amended return 332 — — Transaction costs true up — 247 — Return to provision adjustments 293 16 10 Provision for (benefit from) income taxes $ 4,130 $ 5,141 $ 1,792 Deferred income taxes at December 31, 2022 and 2021 consist of the following (in thousands): As of December 31, 2022 2021 Deferred income tax assets: Net operating losses $ 20,425 $ 18,553 Capitalized research and development 9,848 — Credits 5,600 5,310 Reserves and accruals 2,336 1,147 Share-based compensation 3,420 1,788 Interest expense carryover 2,838 3,044 Transaction costs 2,584 2,428 Fixed assets 633 — Other 413 209 Total deferred income tax assets 48,097 32,479 Deferred income tax liabilities: Fixed assets — (689) Capitalized commissions (1,668) (1,489) Intangible assets (31,745) (25,310) Right of use asset (559) — Debt issuance costs (186) (704) Total deferred income tax liabilities (34,158) (28,192) Net deferred income tax asset $ 13,939 $ 4,287 Net operating loss (“NOL”) and R&D tax credit carryforwards at December 31, 2022 and 2021 consist of the following (in thousands): As of December 31, 2022 2021 NOL carryforwards: Federal $ 86,246 $ 77,798 State 35,713 35,124 R&D tax credit carryforwards: Federal 4,992 4,485 State 3,625 3,284 $22.4 million of federal NOL carryforwards generated prior to 2018 will expire from 2035 through 2037 and $33.8 million of state NOL carryforwards generated in 2009 through 2021 will expire from 2032 through 2041. $63.8 million of federal NOL carryforwards generated in 2018 through 2021 have no expiration date and $1.9 million of state NOL carryforwards generated in 2018 through 2021 have no expiration date. The NOL carryforward amounts at December 31, 2022 and 2021 do not include $9.1 million and $9.1 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 $1.5 million and $0.9 million, respectively, at December 31, 2022 and $1.1 million and $0.8 million, respectively, at December 31, 2021. The federal research credits begin to expire in 2034 and $3.6 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, 2022. Uncertain Tax Positions ASC 740 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 upon examination. The amount recognized is measured as 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 the Federal, California, and Virginia R&D credits as the reserved credits have not been utilized on a tax return, and therefore the uncertain tax position is recorded 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, 2022 2021 2020 Beginning balance $ (1,942) $ (1,072) $ (699) Gross decrease (increase) related to prior year positions 86 (386) — Gross increase related to current year positions (595) (484) (373) Ending balance $ (2,451) $ (1,942) $ (1,072) If recognized, the entire balance of unrecognized benefits at December 31, 2022, 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 2019 and 2018 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsOn 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, 2022, 2021 and 2020, the Company recorded $0.0 million, $1.2 million and $2.1 million, respectively, in general and administrative expenses on the accompanying consolidated statements of operations for management and advisory fees. The Advisory Services Agreement was terminated upon completion of the IPO. During the years ended December 31, 2022, 2021, and 2020, the Company recorded $1.7 million, $1.6 million, and $1.1 million respectively, in cost of revenues for third party expenses with a Thoma Bravo affiliated company. As of December 31, 2022, the Company had prepaid expenses of $0.0 million, accounts payable of $0.0 million, and accrued liabilities of $0.3 million with a Thoma Bravo affiliated company. As of December 31, 2021, the Company had prepaid expenses of $0.1 million, accounts payable of $0.2 million, and accrued liabilities of $0.2 million with a Thoma Bravo affiliated company. The Company had one leased property from a related party that expired in December 2022. Rental expense for this property totaled $0.7 million, $0.9 million, and $0.9 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except share and per share data): Year Ended December 31, 2022 2021 2020 Basic and diluted net income (loss) per share Numerator: Net income (loss) attributable to common stockholders $ 1,294 $ (30,940) $ (25,260) Denominator: Weighted average common stock outstanding: Basic 80,454,356 63,813,770 51,153,041 Diluted 82,403,679 63,813,770 51,153,041 Net income (loss) per share: Basic $ 0.02 $ (0.48) $ (0.49) Diluted 0.02 (0.48) $ (0.49) A reconciliation of the denominator used in the calculation of basic and diluted earnings per share for the year ended December 31, 2022 is as follows: Year Ended December 31, 2022 Weighted average shares outstanding for basic earnings per share 80,454,356 Effect of dilutive securities: Options outstanding, unexercised 1,660,412 RSAs unvested 188,241 RSUs unvested 94,332 Purchase rights committed under the ESPP 6,338 Weighted average shares outstanding for diluted earnings per share 82,403,679 The following outstanding potentially dilutive securities were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their impact would have been anti-dilutive for the periods presented: As of December 31, 2022 2021 2020 Options to purchase common stock outstanding, unexercised 1,909,223 4,256,812 3,169,696 Restricted stock awards, unvested — 691,270 2,700,948 Restricted stock units, unvested 743,602 1,073,529 — Purchase rights committed under the ESPP 6,338 — — Total 2,659,163 6,021,611 5,870,644 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Acquisition of OpenClose On November 4, 2022, the Company acquired all of the outstanding stock of Beanstalk Networks L.L.C. doing business as OpenClose (“OpenClose”) for cash consideration of $63.1 million. In connection with the acquisition, the Company incurred $1.9 million in acquisition related costs. The acquisition was funded by the Company’s available cash. OpenClose is based out of West Palm Beach, Florida, and provides mortgage lending technology, with a particular focus on supporting depository institutions. The acquisition is expected to improve the company’s existing lending platform and improve our offerings for depository institutions. The acquisition is accounted for using the acquisition method of accounting whereby the acquired assets and liabilities will be recorded at their respective fair values and added to those of the Company, including an amount for goodwill representing the difference between the acquisition consideration and the fair value of the identifiable net assets. Results of operations of OpenClose have been included in the operations of the Company beginning with the closing date of the acquisition. Revenue and net income attributable to OpenClose was $2.5 million and $0.2 million, respectively, for the period ended December 31, 2022. The table below summarizes the allocation of the purchase price of OpenClose based on the estimated fair value of the assets acquired and the liabilities assumed (in thousands): Assets acquired: Cash and cash equivalents $ 1,261 Accounts receivable 830 Prepaid expenses and other current assets 61 Goodwill 37,038 Intangible assets 29,600 Total assets acquired 68,790 Liabilities assumed: Accounts payable 133 Accrued compensation and benefits 2,623 Accrued expenses 2,341 Deferred revenue 603 Total liabilities assumed 5,700 Fair value of assets acquired and liabilities assumed $ 63,090 As of December 31, 2022, the Company is still finalizing the provisional purchase price allocation related to final working capital adjustments and income tax effects. The goodwill recognized is attributable to an increased customer base and expanded service capabilities. The OpenClose acquisition is treated as an asset purchase for income tax purposes; therefore, of the goodwill recorded, $37.0 million 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 $ 14,200 10.0 Developed technology 9,800 10.0 Trademarks 700 5.0 Non-competition agreements 4,900 5.0 Total acquisition-related intangible assets $ 29,600 9.0 The fair value estimates for intangible assets include significant assumptions in the prospective financial information, such as revenue growth and discount rates. The fair value of the intangible assets was primarily based on the income approach using various methods such as the relief from royalty, with-or-without, and excess earnings methods. Acquisition of StreetShares On April 1, 2022, the Company acquired all of the outstanding stock of StreetShares, Inc. (“StreetShares”) for cash consideration of $28.0 million, $30.0 million in escrow for a contingent earnout that expires April 1, 2023, subject to adjustment as defined in the purchase agreement, and $1.6 million in acquisition costs. The $30.0 million is considered contingent consideration and accounted for separate from the business combination accounting. The acquisition was funded by the Company’s available cash. StreetShares is based out of Reston, VA, and is a financial technology company that provides digital small business lending technology to banks and credit unions. The acquisition is expected to strengthen the Company’s existing lending platform and accelerate the Company’s small business lending capabilities. The acquisition is accounted for using the acquisition method of accounting whereby the acquired assets and liabilities are recorded at their respective fair values and added to those of the Company, including an amount for goodwill representing the difference between the acquisition consideration and the fair value of the identifiable net assets. Results of operations of StreetShares have been included in the operations of the Company beginning with the closing date of the acquisition. Revenue and net loss attributable to StreetShares was $2.9 million and $4.1 million, respectively, for the period ended December 31, 2022. The table below summarizes the allocation of the purchase price of StreetShares based on the estimated fair value of the assets acquired and the liabilities assumed (in thousands): Assets acquired: Cash and cash equivalents $ 1,580 Restricted cash (1) 3,265 Accounts receivable 157 Prepaid expenses and other current assets 561 Property and equipment 142 Right of use assets 613 Deferred tax asset 11,558 Goodwill 6,820 Intangible assets 12,400 Other assets 83 Total assets acquired 37,179 Liabilities assumed: Accounts payable 368 Accrued compensation and benefits 3,585 Accrued expenses 738 Contingent earnout 162 Notes payable to Regulation A+ investors (1) 3,265 Deferred revenue 854 Other long-term liabilities 225 Total liabilities assumed 9,197 Fair value of assets acquired and liabilities assumed $ 27,982 ______________ (1) Prior to the acquisition, StreetShares was subject to Regulation A+ of the Securities and Exchange Commission and had offered StreetShares notes to investors. The notes were scheduled to mature during various dates through 2023. Subsequent to the acquisition, during April 2022, the Company used the $3.3 million restricted cash balance to repay the Regulation A+ payable in full. During the year ended December 31, 2022, the Company completed measurement period adjustments related to the fair value of identifiable intangible assets and final working capital adjustment, resulting in a reduction to the fair values of customer relationships and developed technology by $1.9 million and $1.5 million, respectively, an increase in deferred tax assets of $1.1 million, and an increase in goodwill of $2.3 million. The final working capital adjustment amounted to approximately $0.1 million being paid by the Company to the sellers of StreetShares. The working capital adjustment was settled in September 2022 and resulted in a corresponding adjustment to prepaid expenses and other current assets. As of December 31, 2022, the Company is still finalizing the provisional purchase price allocation related to income tax effects. The goodwill recognized is attributable to the Company’s expected acceleration of its small business lending service capabilities. The StreetShares 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 $ 500 5.0 Developed technology 11,800 10.0 Trademarks 100 2.0 Total acquisition-related intangible assets $ 12,400 9.7 The fair value estimates for intangible assets include significant assumptions in the prospective financial information, such as revenue growth and discount rates. The fair value of the intangible assets was primarily based on the income approach using various methods such as the relief from royalty, with-or-without, and excess earnings methods. In Q4 2022, the Company updated its forecast assumptions used in the StreetShares purchase price allocation, resulting in a reduction to the estimated operating income projected in future years. The Company considered this change in forecast assumptions to be a possible indicator of impairment and therefore tested the StreetShares intangible asset group for recoverability by comparing the remaining undiscounted cash flows to the carrying value of the intangible assets. Based on the outcome of that test, the Company determined the remaining undiscounted cash flows were significantly higher than the carrying value of the intangible asset group and no impairment was necessary. The Company will continue to monitor changes in forecast assumptions, for similar impairment triggers in the future. Contingent Earnout Liability The purchase price for StreetShares includes a potential earnout that will be measured over 12 months from April 2, 2022, through April 1, 2023, based on performance factors outlined in the acquisition agreement. The contingent earnout liability is recorded at estimated fair value each reporting period using a Monte Carlo simulation based on the forecasted operating results over the earnout period, estimates for market volatility, discount rates, and the earnout formula specified in the acquisition agreement. As the fair value uses significant unobservable inputs, it is considered a Level 3 fair value measurement. The contingent earnout liability is recorded in accrued liabilities on the Company’s consolidated balance sheets. Changes to the fair value are recorded as an adjustment to general and administrative expenses on the consolidated statements of operations. The fair value of the contingent earnout liability was $0.0 million as of December 31, 2022 and $0.2 million as of April 1, 2022. Acquisition of Saylent 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 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 During the year ended December 31, 2022, the Company finalized the provisional price allocation for income tax effects, resulting in 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. Acquisition of TazWorks 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. Acquisition of TCI. 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. Pro Forma Financial Information (Unaudited) The pro forma statements of operations data for the years ended December 31, 2022 and 2021, give effect to the OpenClose acquisition, described above, as if it had occurred at January 1, 2021. These amounts have been calculated after adjusting the operating results of OpenClose for the following primary items: (1) additional intangible amortization from the transaction, (2) acquisition-related expenses incurred, and (3) the related tax effects of the above adjustments. For the years ended December 31, 2022 and 2021 pro forma revenue was $300.2 million and $279.7 million, respectively. Pro forma earnings reflect net losses of $0.4 million and $14.7 million for the years ended December 31, 2022 and 2021, 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, 2021, 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. Pro forma information for the Saylent and StreetShares acquisitions is not provided because their historical operating results were not material to the Company’s consolidated results of operations. Goodwill Rollforward A rollforward of the Company’s goodwill balance for the years ending December 31, 2021 and December 31, 2022 is as follows: Year Ended December 31, 2022 2021 Beginning balance $ 564,799 $ 542,965 OpenClose acquisition 37,038 — StreetShares acquisition 6,820 — Saylent acquisition — 22,036 Adjustments to Saylent acquisition date fair value — (249) Adjustments to TazWorks acquisition date fair value — 47 Ending balance $ 608,657 $ 564,799 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021, and 2020 were $1.4 million, $1.3 million, and $0.8 million, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Restructuring Plan In February 2023, the Company’s board of directors authorized a restructuring plan (the “Restructuring Plan”) that is designed to consolidate the Company’s functions and investments to prioritize customer-centric areas of the Company’s organization, align teams with the Company’s highest business priorities, and improve efficiencies. The Restructuring Plan includes a reduction of the Company’s current workforce by approximately 9%. The Company estimates that it will incur charges of approximately $2.5 million to $3.5 million in connection with the Plan, consisting primarily of cash expenditures and relating to employee severance payments, employee benefits, and employee transition costs. The actions associated with the workforce reduction under the Plan are expected to be substantially complete by the end of the first quarter of 2023, subject to local law and consultation requirements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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. Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
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. |
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. As of and for the years ended December 31, 2022 and 2021, the Company did not have any customers that accounted for greater than 10% of accounts receivable or 10% of net revenues. For the year ended December 31, 2020, there was one customer, Credit Plus, Inc., that accounted for 10% of net revenues. |
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 and variable consideration; share-based compensation; the fair value of acquired intangibles; the capitalization of software development costs; the useful lives of 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 EquivalentsThe Company considers all highly liquid investments with an original maturity date of three months or less to be cash equivalents. As of December 31, 2022 and 2021, cash consisted of checking deposit accounts and demand deposit accounts. As of December 31, 2022 and 2021, cash equivalents included $40.5 million and $60.0 million, respectively, held in a money market fund. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful AccountsAccounts 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 the 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. Allowance for doubtful accounts as of both December 31, 2022 and 2021 was $0.2 million. |
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 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. |
Leases | Leases Leases arise from contractual obligations that convey the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. At the inception of the contract, the Company determines if an arrangement contains a lease based on whether there is an identified asset and whether the Company controls the use of the identified asset. The Company also determines the classification of that lease, between financing and operating, at the lease commencement date. The Company accounts for and allocates consideration to the lease and non-lease components as a single lease component. A right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset, and a lease liability represents the Company’s obligation to make payments during the lease term. ROU assets are recorded and recognized at commencement for the lease liability amount, adjusted for initial direct costs incurred and lease incentives received, and adjusted for prepaid or accrued lease payments. Lease liabilities are recorded at the present value of the future lease payments over the lease term at commencement. The discount rate used to determine the present value is the incremental borrowing rate, unless the interest rate implicit in the lease is readily determinable. As the implicit rate for the operating leases is generally not determinable, the Company uses an incremental borrowing rate as the discount rate at the lease commencement date to determine the present value of lease payments. The Company determines the discount rate of the leases by considering various factors, such as the credit rating, interest rates of similar debt instruments of entities with comparable credit ratings, jurisdictions, and the lease term. The Company’s operating leases typically include non-lease components such as common-area maintenance costs, utilities, and other maintenance costs. For real estate leases, the Company has elected to include non-lease components with lease payments for the purpose of calculating lease right-of-use assets and liabilities to the extent that they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments. The Company’s lease terms may include options to extend or terminate the lease. The Company generally uses the base, non-cancelable, lease term when recognizing the lease assets and liabilities, unless it is reasonably certain that the Company will exercise those options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company’s ROU assets are included in right of use assets and the current and non-current portions of the lease liabilities are included in accrued liabilities and other long-term liabilities, respectively, on the consolidated balance sheets. The Company does not record leases with terms of 12 months or less on the consolidated balance sheets. Lease expense is recognized on a straight-line basis over the expected lease term. |
Intangible Assets | Intangible Assets Intangible assets primarily consist of developed technology, customer relationships, trademarks, and non-competition agreements, which were acquired through acquisitions. The Company determines the appropriate useful life of its intangible assets by performing an analysis of expected cash flows of the acquired assets. Intangible assets are amortized on either a straight-line or accelerated basis over their estimated useful lives, depending on the nature of the intangible asset. |
Capitalized Internal-Use Software Costs | Capitalized Internal-Use Software Costs For development costs related to internal use software, such as the Company’s subscription offerings, and implementation costs incurred in cloud computing arrangements that are service contracts, the Company follows the 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 3 years. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. For the years ended December 31, 2022, 2021, and 2020, the Company capitalized $8.5 million, $5.0 million, and $3.2 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. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets 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, 2022, 2021, and 2020. |
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. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. The Company tests goodwill for impairment in accordance ASC 350, “Intangibles—Goodwill and Other.” Goodwill is tested for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate that goodwill might be impaired. Events or changes in circumstances which could trigger an impairment review include consideration of certain key factors including macroeconomic conditions, industry and market conditions, management turnover, changes in regulation, litigation matters, changes in enterprise value, and overall financial performance. ASC 350 provides that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is more likely than not the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform a quantitative impairment test. The quantitative impairment test involves comparing the estimated fair value of a reporting unit with its book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If however, the fair value of the reporting unit is less than book value, then an impairment charge is recorded for the difference between the reporting unit’s fair value and carrying amount, not to exceed the carrying amount of the goodwill. The Company has one reporting unit and tests its goodwill for impairment annually, during the fourth quarter of the fiscal year. During the year ended December 31, 2022, the Company used the quantitative approach to perform its annual goodwill impairment test. The fair value of the Company’s reporting unit significantly exceeded the carrying value of its net assets. No goodwill impairment was recorded during the years ended December 31, 2022, 2021, and 2020. |
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. |
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 8. 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. For the majority of our customers, 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, configuration, consulting, and training services for our software solutions and SaaS offerings. Revenues from professional services are recognized as control is transferred to the customer. 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. 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, we considered that there is not a significant level of integration between implementation and subscription services. Further, implementation services in our contracts provide benefit 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 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 generally 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 Company records an unbilled receivable when revenue is recognized prior to invoicing. The deferred revenue balance consists of subscription and implementation fees which have been invoiced up front 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. Any fees invoiced up front for contracts that have a service term that extend multiple years, the portion of deferred revenue that will be recognized beyond 12 months from the date of the financial statements, are classified as long-term deferred revenue. 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 |
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, 2022, 2021, and 2020. 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. |
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. |
General and Administrative | General and Administrative General and administrative expenses consist primarily of personnel costs, including share-based compensation, associated with the Company’s executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees, other corporate-related expenses and allocated overhead. General and administrative expenses also include changes in fair value of contingent consideration and amortization of intangible assets other than developed technology. |
Research and Development | Research and DevelopmentResearch and development expenses are comprised primarily of salaries, benefits and share-based compensation associated with the Company’s engineering, product, and quality assurance personnel. Research and development expenses also include third-party contractors and allocated overhead. Other than software development costs that qualify for capitalization, as discussed above, research and development costs are expensed as incurred. |
Sales and Marketing | Sales and MarketingSales and marketing expenses consist primarily of compensation and employee benefits, including share-based compensation, of sales and marketing personnel and related sales support teams, sales and partner commissions, trade show and advertising costs, and allocated overhead. Sales and marketing expenses also include amortization of assets recognized from the costs to obtain a contract with a customer, as discussed above. Marketing costs, including advertising and trade show expenses are expensed as incurred, and were $1.4 million, $1.0 million, and $0.4 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
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. |
Acquisition Related Costs | Acquisition Related Costs Acquisition related costs include legal, advisory, and other transaction costs incurred in connection with business combinations and are expensed as incurred. These costs also include one-time expenses directly related to completed acquisitions and additional professional services costs incurred while pursuing other strategic opportunities. |
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. |
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, 2022, 2021, or 2020. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (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 income (loss) per share for the years ended December 31, 2021 and 2020, 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 through the date of the Corporate Conversion on July 27, 2021. Net income (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 and 2020, 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, 2022. Diluted net income (loss) per share was computed by dividing the net income (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 during the years ended December 31, 2021 and 2020, all otherwise potentially dilutive securities were antidilutive. Accordingly, basic net loss per share equaled diluted net loss per share for the years ended December 31, 2021 and 2020. |
Recent Accounting Pronouncements Adopted And Not Yet Adopted | Accounting Pronouncements Recently Adopted The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. ASU 2016-02, “Leases (Topic 842)” The new standard establishes a right-of-use 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 adopted 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 elected 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 most significant impact upon adoption was related to its long-term office space leases that resulted in the recognition of right of use assets and related liabilities of approximately $2.6 million and $3.4 million, respectively, on the Company’s consolidated balance sheets. 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 adopted the new standard on January 1, 2022, prospectively, for business combinations that occur subsequent to the adoption date. The adoption did not have a material impact on the Company’s consolidated financial statements. 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. The Company adopted this standard update prospectively during Q4 2022 for the fiscal year ended December 31, 2022. The adoption did not have a material impact on its consolidated financial statements and related disclosures . Recent Accounting Pronouncements Not Yet Adopted 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 does not expect the adoption of this guidance to have a material impact on its consolidated financial statements and disclosures . 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 are currently phasing out. 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. Companies can apply the ASU immediately. However, the guidance will only be available for a limited time. In December 2022, the FASB issued ASU 2022-06 which deferred the sunset date from December 31, 2022 to December 31, 2024, after which companies will no longer be permitted to apply the transition relief. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of allowance for doubtful accounts activity | The following table presents changes in the Company’s allowance for doubtful accounts: As of December 31, 2022 As of December 31, 2021 Beginning balance $ (215) $ (641) Provision for doubtful accounts — — Write offs, net 50 426 Ending balance $ (165) $ (215) |
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 Leasehold improvements Shorter of the lease term and the estimated useful lives of the assets |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of disaggregation of revenue | The following table disaggregates the Company’s net revenues by solution type (in thousands): Year Ended December 31, 2022 2021 2020 Lending Software Solutions $ 208,290 $ 176,793 $ 133,754 Data Verification Software Solutions 79,756 90,883 65,586 Total $ 288,046 $ 267,676 $ 199,340 The following table disaggregates the Company’s net revenues by major source (in thousands): Year Ended December 31, 2022 2021 2020 Subscription fees $ 248,864 $ 235,489 $ 177,039 Professional services 29,320 22,707 16,301 Other 9,862 9,480 6,000 Total revenues $ 288,046 $ 267,676 $ 199,340 |
Schedule of changes in the deferred revenue | The changes in the Company’s deferred revenue as of December 31, 2022 and 2021 were as follows (in thousands): Year Ended December 31, 2022 2021 Deferred revenue, beginning balance $ 14,707 $ 10,873 Billing of transaction consideration 291,425 271,510 Revenue recognized (288,046) (267,676) Deferred revenue, ending balance $ 18,086 $ 14,707 Deferred revenue, current $ 16,945 $ 14,707 Long-term deferred revenue 1,141 — Total deferred revenue $ 18,086 $ 14,707 |
Schedule of changes in contract cost assets | The following table represents the changes in contract cost assets (in thousands): Year Ended December 31, 2022 2021 Beginning balance $ 5,835 $ 3,207 Additions 3,267 4,136 Amortization (2,563) (1,508) Ending balance $ 6,539 $ 5,835 Contract cost assets, current $ 2,938 $ 2,402 Contract cost assets, noncurrent 3,601 3,433 Total deferred contract cost assets $ 6,539 $ 5,835 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 As of December 31, 2021 Prepaid expenses $ 6,069 $ 6,752 Contract cost assets – current 2,938 2,402 Others 440 244 Total prepaid expenses and other current assets $ 9,447 $ 9,398 |
Summary of property and equipment, net | Property and equipment, net consisted of the following (in thousands): As of December 31, 2022 As of December 31, 2021 Computer equipment and software $ 7,854 $ 7,995 Leasehold improvements 2,732 2,994 Office equipment and furniture 978 1,378 Total 11,564 12,367 Less: Accumulated depreciation (7,319) (6,378) Property and equipment, net $ 4,245 $ 5,989 |
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, 2022 Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 343,300 $ (132,298) $ 211,002 Developed technology 96,400 (40,360) 56,040 Trademarks 24,975 (10,205) 14,770 Non-competition agreements 5,500 (688) 4,812 Capitalized software 19,443 (8,592) 10,851 Total intangible assets, net $ 489,618 $ (192,143) $ 297,475 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 The weighted average remaining useful lives for intangible assets at December 31, 2022 were as follows: Weighted Average Remaining Useful Life Customer relationships 6 years Developed technology 5 years Trademarks 6 years Non-competition agreements 4 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, 2022 2021 2020 Cost of revenues $ 15,553 $ 12,519 $ 8,874 General and administrative expense 36,110 35,631 28,809 Total amortization expense $ 51,663 $ 48,150 $ 37,683 |
Schedule of estimated future amortization of intangible assets | The estimated future amortization of intangible assets as of December 31, 2022 was as follows (in thousands): Years ending December 31, 2023 $ 54,707 2024 52,758 2025 46,877 2026 42,314 2027 42,052 Thereafter 58,767 Total amortization expense $ 297,475 |
Summary of accrued liabilities | Accrued liabilities consisted of the following (in thousands): As of As of Accrued payroll and payroll-related expenses $ 9,836 $ 8,522 Accrued bonuses 5,947 6,708 Sales tax liability from acquisitions 4,572 2,939 Accrued operating costs 4,016 2,099 Accrued costs of revenues 3,141 2,217 Lease liability – current 1,223 233 User conference 755 170 Other accrued expenses 3,010 1,779 Total accrued liabilities $ 32,500 $ 24,667 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum payments under non-cancelable purchase commitments | Future minimum payments under the Company’s non-cancelable purchase commitments as of December 31, 2022 are as follows (in thousands): Contractual Commitments Years ending December 31, 2023 $ 375 2024 395 2025 5,170 Total $ 5,940 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of rent expense (post ASC 842 adoption) | Rent expense, gross of sublease income, has been recorded in the consolidated statements of operations for the year ended December 31, 2022 (in thousands): Year Ended Cost of revenues $ 720 General and administrative 260 Research and development 579 Sales and marketing 240 Total rent expense $ 1,799 The following table presents supplemental cash flow information about the Company’s leases (in thousands): Year Ended Cash paid for amounts included in the measurement of lease liabilities $ 2,008 Operating lease assets obtained in exchange for new operating lease liabilities 1,033 |
Supplemental balance sheet information about the Company's leases | The following table presents supplemental balance sheet information about the Company’s leases (in thousands): As of December 31, 2022 Operating lease ROU assets $ 2,185 Operating lease liabilities, current $ 1,223 Noncurrent operating lease liabilities 1,282 Total operating lease liabilities $ 2,505 |
Summary of future minimum lease payments (post ASC 842 adoption) | As of December 31, 2022, remaining maturities of lease liabilities were as follows (in thousands): As of December 31, 2022 Years Ending December 31, 2023 $ 1,259 2024 843 2025 320 2026 245 Total operating lease payments (1) 2,667 Less: imputed interest (162) Total operating lease liabilities $ 2,505 ______________ (1) Presented gross of sublease income. The Company expects to receive sublease income of approximately $0.3 million in 2023, $0.2 million in 2024, $0.2 million in 2025, and $0.2 million in 2026. |
Summary of future minimum lease payments (pre ASC 842 adoption) | As of December 31, 2021, prior to the adoption of Topic 842, the aggregate future non-cancelable minimum rental payments and expected sublease receipts 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 (pre ASC 842 adoption) | Rent expense for the years ended December 31, 2021 and 2020 was as follows (in thousands): Year Ended December 31, 2021 2020 Cost of revenues $ 735 $ 743 General and administrative 186 321 Research and development 472 464 Sales and marketing 207 178 Total rent expense $ 1,600 $ 1,706 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt consisted of the following (in thousands): As of December 31, 2022 As of December 31, 2021 2021 Term loan $ 431,738 $ 435,000 Debt issuance costs (4,829) (7,490) Total debt, net 426,909 427,510 Less: Current portion of long-term debt 2021 Term loan 4,350 3,263 Debt issuance costs (845) (1,124) Total current portion of long-term debt, net 3,505 2,139 Total non-current portion of long-term debt, net $ 423,404 $ 425,371 |
Summary of future principal payments of long-term debt | Future principal payments of long-term debt as of December 31, 2022 were as follows (in thousands): Years ending December 31, 2023 $ 4,350 2024 4,350 2025 4,350 2026 4,350 2027 4,350 Thereafter 409,988 Total $ 431,738 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of stock option activity | A summary of stock option activity during the years ended December 31, 2022, 2021, and 2020 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, 2020 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 Granted 927,364 17.09 Exercised (33,359) 6.31 Forfeited (411,034) 20.86 Outstanding – December 31, 2022 4,739,783 $ 13.21 7.61 $ 19,855 Vested and expected to vest in the future at December 31, 2022 4,739,783 13.21 7.61 19,855 Exercisable at December 31, 2022 2,970,165 $ 8.83 6.91 $ 19,301 |
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, 2022, 2021, and 2020 (dollars in thousands, except per option amounts): Year Ended December 31, 2022 2021 2020 Aggregate grant date fair value of options granted $ 7,989 $ 23,111 $ 1,063 Assumptions for option valuation: Expected volatility 47.3 – 62.0% 62 % 61.0 – 66.0% Expected dividend yield — % — % — % Expected risk-free interest rate 1.7 – 3.4% 0.2 – 0.9% 0.2 – 0.8% Expected term of options 6 years 3 – 6 years 3 – 6 years Maximum contractual term 10 years 10 years 10 years Weighted average grant date fair value per option $ 8.61 $ 14.58 $ 5.16 |
Schedule of RSU activity | A summary of RSU activity during the years ended December 31, 2022 and 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 Granted 2,827,328 17.91 Vested (398,407) 25.79 Forfeited (390,619) 20.66 Non-vested – December 31, 2022 3,111,831 $ 19.27 |
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, 2022 and 2021 as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenues $ 4,630 $ 6,478 $ 180 General and administrative 9,499 14,558 1,952 Research and development (1) 6,472 7,453 339 Sales and marketing 2,160 2,247 370 Total share-based compensation expense $ 22,761 $ 30,736 $ 2,841 ______________ (1) Net of $0.3 million, $0.1 million and $0.0 million additions to capitalized software on the Company’s consolidated balance sheets for the years ended December 31, 2022, 2021, and 2020, respectively. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (benefit) | The provision (benefit) from income taxes for the years ended December 31, 2022, 2021, and 2020 consist of the following (in thousands): Year Ended December 31, 2022 2021 2020 Current: Federal $ 385 $ — $ — State 1,840 215 237 Total current 2,225 215 237 Deferred: Federal 1,822 3,746 1,858 State 83 1,180 (303) Total deferred 1,905 4,926 1,555 Provision for (benefit from) income taxes $ 4,130 $ 5,141 $ 1,792 |
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, 2022, 2021, and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Tax expense (benefit) computed at federal statutory rate $ 1,139 $ (1,019) $ 2,298 State income tax expense (benefit), net of federal benefit 1,177 1,178 507 Nondeductible share-based compensation 803 1,478 — 162m limitation 1,038 4,131 — Other nondeductible expenses 348 100 126 Rate change 66 472 — R&D credits (1,550) (1,462) (1,149) Tax attribute write-off 484 — — Amended return 332 — — Transaction costs true up — 247 — Return to provision adjustments 293 16 10 Provision for (benefit from) income taxes $ 4,130 $ 5,141 $ 1,792 |
Schedule of deferred tax assets and liabilities | Deferred income taxes at December 31, 2022 and 2021 consist of the following (in thousands): As of December 31, 2022 2021 Deferred income tax assets: Net operating losses $ 20,425 $ 18,553 Capitalized research and development 9,848 — Credits 5,600 5,310 Reserves and accruals 2,336 1,147 Share-based compensation 3,420 1,788 Interest expense carryover 2,838 3,044 Transaction costs 2,584 2,428 Fixed assets 633 — Other 413 209 Total deferred income tax assets 48,097 32,479 Deferred income tax liabilities: Fixed assets — (689) Capitalized commissions (1,668) (1,489) Intangible assets (31,745) (25,310) Right of use asset (559) — Debt issuance costs (186) (704) Total deferred income tax liabilities (34,158) (28,192) Net deferred income tax asset $ 13,939 $ 4,287 |
Summary of net operating loss and R&D tax credit carryforwards | Net operating loss (“NOL”) and R&D tax credit carryforwards at December 31, 2022 and 2021 consist of the following (in thousands): As of December 31, 2022 2021 NOL carryforwards: Federal $ 86,246 $ 77,798 State 35,713 35,124 R&D tax credit carryforwards: Federal 4,992 4,485 State 3,625 3,284 |
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, 2022 2021 2020 Beginning balance $ (1,942) $ (1,072) $ (699) Gross decrease (increase) related to prior year positions 86 (386) — Gross increase related to current year positions (595) (484) (373) Ending balance $ (2,451) $ (1,942) $ (1,072) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Basic and Diluted Net Income (Loss) Per Share | The following table presents the calculation of basic and diluted net income (loss) per share (in thousands, except share and per share data): Year Ended December 31, 2022 2021 2020 Basic and diluted net income (loss) per share Numerator: Net income (loss) attributable to common stockholders $ 1,294 $ (30,940) $ (25,260) Denominator: Weighted average common stock outstanding: Basic 80,454,356 63,813,770 51,153,041 Diluted 82,403,679 63,813,770 51,153,041 Net income (loss) per share: Basic $ 0.02 $ (0.48) $ (0.49) Diluted 0.02 (0.48) $ (0.49) A reconciliation of the denominator used in the calculation of basic and diluted earnings per share for the year ended December 31, 2022 is as follows: Year Ended December 31, 2022 Weighted average shares outstanding for basic earnings per share 80,454,356 Effect of dilutive securities: Options outstanding, unexercised 1,660,412 RSAs unvested 188,241 RSUs unvested 94,332 Purchase rights committed under the ESPP 6,338 Weighted average shares outstanding for diluted earnings per share 82,403,679 |
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 income (loss) per share attributable to common stockholders because their impact would have been anti-dilutive for the periods presented: As of December 31, 2022 2021 2020 Options to purchase common stock outstanding, unexercised 1,909,223 4,256,812 3,169,696 Restricted stock awards, unvested — 691,270 2,700,948 Restricted stock units, unvested 743,602 1,073,529 — Purchase rights committed under the ESPP 6,338 — — Total 2,659,163 6,021,611 5,870,644 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of the Allocation of the Purchase Price | The table below summarizes the allocation of the purchase price of OpenClose based on the estimated fair value of the assets acquired and the liabilities assumed (in thousands): Assets acquired: Cash and cash equivalents $ 1,261 Accounts receivable 830 Prepaid expenses and other current assets 61 Goodwill 37,038 Intangible assets 29,600 Total assets acquired 68,790 Liabilities assumed: Accounts payable 133 Accrued compensation and benefits 2,623 Accrued expenses 2,341 Deferred revenue 603 Total liabilities assumed 5,700 Fair value of assets acquired and liabilities assumed $ 63,090 The table below summarizes the allocation of the purchase price of StreetShares based on the estimated fair value of the assets acquired and the liabilities assumed (in thousands): Assets acquired: Cash and cash equivalents $ 1,580 Restricted cash (1) 3,265 Accounts receivable 157 Prepaid expenses and other current assets 561 Property and equipment 142 Right of use assets 613 Deferred tax asset 11,558 Goodwill 6,820 Intangible assets 12,400 Other assets 83 Total assets acquired 37,179 Liabilities assumed: Accounts payable 368 Accrued compensation and benefits 3,585 Accrued expenses 738 Contingent earnout 162 Notes payable to Regulation A+ investors (1) 3,265 Deferred revenue 854 Other long-term liabilities 225 Total liabilities assumed 9,197 Fair value of assets acquired and liabilities assumed $ 27,982 ______________ (1) Prior to the acquisition, StreetShares was subject to Regulation A+ of the Securities and Exchange Commission and had offered StreetShares notes to investors. The notes were scheduled to mature during various dates through 2023. Subsequent to the acquisition, during April 2022, the Company used the $3.3 million restricted cash balance to repay the Regulation A+ payable in full. 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 $ 14,200 10.0 Developed technology 9,800 10.0 Trademarks 700 5.0 Non-competition agreements 4,900 5.0 Total acquisition-related intangible assets $ 29,600 9.0 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 $ 500 5.0 Developed technology 11,800 10.0 Trademarks 100 2.0 Total acquisition-related intangible assets $ 12,400 9.7 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 for the years ending December 31, 2021 and December 31, 2022 is as follows: Year Ended December 31, 2022 2021 Beginning balance $ 564,799 $ 542,965 OpenClose acquisition 37,038 — StreetShares acquisition 6,820 — Saylent acquisition — 22,036 Adjustments to Saylent acquisition date fair value — (249) Adjustments to TazWorks acquisition date fair value — 47 Ending balance $ 608,657 $ 564,799 |
Organization and Description _2
Organization and Description of Business (Details) | 12 Months Ended | |||||||
Aug. 26, 2021 shares | Jul. 30, 2021 USD ($) $ / shares shares | Jul. 28, 2021 shares | Jul. 27, 2021 USD ($) $ / shares shares | Jul. 16, 2021 | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | |
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% | |||||||
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 | |||||||
Conversion ratio | 1 | |||||||
Sale of stock, number of shares issued in transaction (in shares) | 13,200,000 | |||||||
Proceeds from issuance initial public offering | $ | $ 0 | $ 247,307,000 | $ 0 | |||||
Payment of stock issuance costs | $ | $ 0 | $ 4,790,000 | $ 423,000 | |||||
Stock shares tendered for sale by the existing stockholders (in 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) | 2,000,000 | |||||||
Stock split ratio | 0.5 | |||||||
Common units, units outstanding (in shares) | 0 | |||||||
IPO | ||||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in 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) | 16,607,235 | |||||||
Preferred units outstanding (in 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) | 53,646,668 | |||||||
Shares that remained subject to future vesting (in shares) | 63,609 | 691,270 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) Segment Reporting_Unit | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 01, 2022 USD ($) | Jul. 27, 2021 | |
Number of operating segments | Segment | 1 | ||||
Number of reportable segments | Segment | 1 | ||||
Cash equivalents at carrying value | $ 40,500,000 | $ 60,000,000 | |||
Allowance for doubtful accounts | 165,000 | 215,000 | $ 641,000 | ||
Impairment of right of use assets | 0 | ||||
Impairment of long-lived assets | $ 0 | 0 | 0 | ||
Number of reporting units | Reporting_Unit | 1 | ||||
Contract with customer payment terms | 30 days | ||||
Contract with customer, period between timing of satisfaction of performance obligation and payment (or less) | 1 year | ||||
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 | 1,400,000 | 1,000,000 | $ 400,000 | ||
Conversion ratio | 1 | ||||
Right of use assets | 2,185,000 | 0 | $ 2,600,000 | ||
Total operating lease liabilities | $ 2,505,000 | $ 3,400,000 | |||
Revenue Benchmark | Customer Concentration Risk | Credit Plus, Inc. | |||||
Concentration risk, percentage | 10% | ||||
Capitalized software | |||||
Useful life | 3 years | ||||
Capitalized software costs | $ 8,500,000 | 5,000,000 | $ 3,200,000 | ||
Cloud Computing Arrangements | |||||
Useful life | 3 years | ||||
Deferred implementation costs for cloud computing arrangements | $ 200,000 | $ 300,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Allowance for Doubtful Accounts Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance | $ (215) | $ (641) |
Provision for doubtful accounts | 0 | 0 |
Write offs, net | 50 | 426 |
Ending Balance | $ (165) | $ (215) |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Useful Lives by Asset Category (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
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 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue by Solution Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenues, net | $ 288,046 | $ 267,676 | $ 199,340 |
Lending Software Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues, net | 208,290 | 176,793 | 133,754 |
Data Verification Software Solutions | |||
Disaggregation of Revenue [Line Items] | |||
Revenues, net | $ 79,756 | $ 90,883 | $ 65,586 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lending Software Solutions | |||
Segment Reporting Information [Line Items] | |||
Concentration risk | 72% | 66% | 67% |
Data Verification Software Solutions | |||
Segment Reporting Information [Line Items] | |||
Concentration risk | 28% | 34% | 33% |
Revenue Recognition - Disaggr_2
Revenue Recognition - Disaggregation of Revenue by Major Source (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenues, net | $ 288,046 | $ 267,676 | $ 199,340 |
Subscription fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenues, net | 248,864 | 235,489 | 177,039 |
Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Revenues, net | 29,320 | 22,707 | 16,301 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues, net | $ 9,862 | $ 9,480 | $ 6,000 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contract With Customer, Liability [Roll Forward] | ||
Deferred revenue, beginning balance | $ 14,707 | $ 10,873 |
Billing of transaction consideration | 291,425 | 271,510 |
Revenue recognized | (288,046) | (267,676) |
Deferred revenue, ending balance | 18,086 | 14,707 |
Deferred revenue, current | 16,945 | 14,707 |
Long-term deferred revenue | 1,141 | 0 |
Total deferred revenue | $ 18,086 | $ 14,707 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Changes in Contract Cost Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Capitalized Contract Cost [Roll Forward] | ||
Beginning balance | $ 5,835 | $ 3,207 |
Additions | 3,267 | 4,136 |
Amortization | (2,563) | (1,508) |
Ending balance | 6,539 | 5,835 |
Contract cost assets – current | 2,938 | 2,402 |
Contract cost assets, noncurrent | 3,601 | 3,433 |
Total deferred contract cost assets | $ 6,539 | $ 5,835 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 6,069 | $ 6,752 |
Contract cost assets – current | 2,938 | 2,402 |
Others | 440 | 244 |
Total prepaid expenses and other current assets | $ 9,447 | $ 9,398 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 11,564 | $ 12,367 |
Less: Accumulated depreciation | (7,319) | (6,378) |
Property and equipment, net | 4,245 | 5,989 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 7,854 | 7,995 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 2,732 | 2,994 |
Office equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 978 | $ 1,378 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
Depreciation | $ 2,300 | $ 2,300 | $ 2,500 | ||
Loss on disposal of fixed assets | $ 500 | 678 | 524 | 5,823 | |
Loss on termination of financing obligation due to related party | 0 | 0 | 5,755 | ||
Affiliated Entity | |||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
Disposal of property and equipment and related assets | $ 12,800 | ||||
Write off of financing obligation liability | 9,100 | ||||
Gain (loss) on contract termination | 2,100 | ||||
Loss on termination of financing obligation due to related party | $ 5,800 | ||||
Office equipment and furniture | |||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
Loss on disposal of fixed assets | $ 700 | $ 500 | $ 100 |
Balance Sheet Components - Su_3
Balance Sheet Components - Summary of Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross amount | $ 489,618 | $ 439,077 |
Intangible assets, accumulated amortization | (192,143) | (140,480) |
Total amortization expense | 297,475 | 298,597 |
Capitalized computer software, gross | 19,443 | 10,902 |
Capitalized computer software, accumulated amortization | (8,592) | (4,254) |
Capitalized computer software, net carrying amount | 10,851 | 6,648 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross amount | 343,300 | 328,600 |
Intangible assets, accumulated amortization | (132,298) | (99,320) |
Total amortization expense | 211,002 | 229,280 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross amount | 96,400 | 74,800 |
Intangible assets, accumulated amortization | (40,360) | (29,207) |
Total amortization expense | 56,040 | 45,593 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross amount | 24,975 | 24,175 |
Intangible assets, accumulated amortization | (10,205) | (7,474) |
Total amortization expense | 14,770 | 16,701 |
Non-competition agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross amount | 5,500 | 600 |
Intangible assets, accumulated amortization | (688) | (225) |
Total amortization expense | $ 4,812 | $ 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, 2022 | |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Remaining Useful Life | 6 years |
Developed technology | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Remaining Useful Life | 5 years |
Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Remaining Useful Life | 6 years |
Non-competition agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Remaining Useful Life | 4 years |
Capitalized software | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Remaining Useful Life | 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 51,663 | $ 48,150 | $ 37,683 |
Cost of revenues | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | 15,553 | 12,519 | 8,874 |
General and administrative expense | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 36,110 | $ 35,631 | $ 28,809 |
Balance Sheet Components - Su_6
Balance Sheet Components - Summary of Estimated Future Amortization of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2023 | $ 54,707 | |
2024 | 52,758 | |
2025 | 46,877 | |
2026 | 42,314 | |
2027 | 42,052 | |
Thereafter | 58,767 | |
Total amortization expense | $ 297,475 | $ 298,597 |
Balance Sheet Components - Su_7
Balance Sheet Components - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll and payroll-related expenses | $ 9,836 | $ 8,522 |
Accrued bonuses | 5,947 | 6,708 |
Sales tax liability from acquisitions | 4,572 | 2,939 |
Accrued operating costs | 4,016 | 2,099 |
Accrued costs of revenues | 3,141 | 2,217 |
Lease liability – current | 1,223 | 233 |
User conference | 755 | 170 |
Other accrued expenses | 3,010 | 1,779 |
Total accrued liabilities | $ 32,500 | $ 24,667 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Payments Under Non-Cancelable Purchase Commitments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 375 |
2024 | 395 |
2025 | 5,170 |
Total future minimum payments under non-cancelable purchase commitments | $ 5,940 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2020 | Mar. 31, 2022 | Dec. 31, 2026 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 29, 2019 | |
Other Commitments [Line Items] | ||||||||||
Weighted average remaining lease term | 3 years | |||||||||
Weighted average discount rate | 5.80% | |||||||||
Monthly payments | $ 100 | $ 100 | $ 100 | |||||||
Sublease income | 400 | |||||||||
Sublease rental income | 200 | 0 | ||||||||
Loss on disposal of assets | $ 100 | |||||||||
Operating leases, termination liability | 200 | |||||||||
Loss on termination of financing obligation due to related party | $ 0 | $ 0 | (5,755) | |||||||
Financing Obligation Due to Related Party | ||||||||||
Other Commitments [Line Items] | ||||||||||
Initial lease term | 15 years | |||||||||
Disposal of property and equipment and related assets | $ 12,800 | |||||||||
Write off of financing obligation liability | 9,100 | |||||||||
Gain (loss) on contract termination | 2,100 | |||||||||
Loss on termination of financing obligation due to related party | $ 5,800 | |||||||||
Financing obligation, related party | 400 | |||||||||
Interest expense on financing obligation with related party | 400 | |||||||||
Reduction in financing obligation, payment to related party | $ 100 | |||||||||
Forecast | ||||||||||
Other Commitments [Line Items] | ||||||||||
Sublease income | $ 200 | $ 200 | $ 200 | $ 300 |
Leases - Summary of Rent Expens
Leases - Summary of Rent Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Rent Expense [Line Items] | |||
Rent expense | $ 1,799 | ||
Rent expense | $ 1,600 | $ 1,706 | |
Cost of revenues | |||
Schedule Of Rent Expense [Line Items] | |||
Rent expense | 720 | ||
Rent expense | 735 | 743 | |
General and administrative expense | |||
Schedule Of Rent Expense [Line Items] | |||
Rent expense | 260 | ||
Rent expense | 186 | 321 | |
Research and development | |||
Schedule Of Rent Expense [Line Items] | |||
Rent expense | 579 | ||
Rent expense | 472 | 464 | |
Sales and marketing | |||
Schedule Of Rent Expense [Line Items] | |||
Rent expense | $ 240 | ||
Rent expense | $ 207 | $ 178 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information About the Company's Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities | $ 2,008 |
Operating lease assets obtained in exchange for new operating lease liabilities | $ 1,033 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information About The Company's Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
Operating lease ROU assets | $ 2,185 | $ 2,600 | $ 0 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities | Accrued liabilities | |
Lease liability – current | $ 1,223 | $ 233 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities | |
Noncurrent operating lease liabilities | $ 1,282 | ||
Total operating lease liabilities | $ 2,505 | $ 3,400 | |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities, Other long-term liabilities |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | |||
2023 | $ 1,259 | ||
2024 | 843 | ||
2025 | 320 | ||
2026 | 245 | ||
Total operating lease payments | 2,667 | ||
Less: imputed interest | (162) | ||
Total operating lease liabilities | $ 2,505 | $ 3,400 | |
2022 | $ 1,318 | ||
2023 | 753 | ||
2024 | 722 | ||
2025 | 319 | ||
2026 | 244 | ||
Thereafter | 0 | ||
Total future minimum lease payments | 3,356 | ||
Sublease Receipts | (293) | ||
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 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
2021 Term loan | $ 431,738 | $ 435,000 |
Debt issuance costs | (4,829) | (7,490) |
Total debt, net | 426,909 | 427,510 |
Current portion of long term debt | 3,505 | 2,139 |
Debt issuance costs | (845) | (1,124) |
Total non-current portion of long-term debt, net | 423,404 | 425,371 |
Secured Debt | 2021 Term Loan | ||
Debt Instrument [Line Items] | ||
Current portion of long term debt | $ 4,350 | $ 3,263 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 10, 2021 | |
Debt Instrument [Line Items] | ||||
Amortization of financing costs | $ 2,760 | $ 3,413 | $ 1,758 | |
Interest expense | 21,600 | 29,200 | $ 32,800 | |
Debt issuance costs, gross | 7,600 | |||
Unamortized debt issuance costs | 400 | 500 | ||
2021 Term Loan | ||||
Debt Instrument [Line Items] | ||||
Amortization of financing costs | $ 2,700 | $ 200 | ||
Percent of original principal | 0.25% | |||
Debt issuance costs, gross | $ 4,800 | |||
Interest rate, effective | 8.50% | |||
2021 Term Loan | Base Rate | Variable Rate Component One | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3% | |||
2021 Term Loan | Adjusted Eurocurrency Rate | Variable Rate Component Two | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3% | |||
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 | |||
First Lien | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs, gross | $ 2,800 |
Long-Term Debt - Summary of Fut
Long-Term Debt - Summary of Future Principal Payments of Long-term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 4,350 | |
2024 | 4,350 | |
2025 | 4,350 | |
2026 | 4,350 | |
2027 | 4,350 | |
Thereafter | 409,988 | |
Total | $ 431,738 | $ 435,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Jul. 28, 2021 shares | Jul. 27, 2021 $ / shares shares | Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | May 31, 2022 USD ($) | |
Class of Stock [Line Items] | ||||||
Interest rate compounded quarterly | 9% | |||||
Future value (in dollars per share) | $ / shares | $ 1,000 | |||||
Common units, units outstanding (in shares) | 0 | |||||
Capital stock, authorized (in shares) | 650,000,000 | |||||
Capital stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 | 600,000,000 | |||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | |||
Conversion price of stock (in dollars per share) | $ / shares | $ 25.50 | |||||
Temporary equity stock shares converted into permanent equity (in shares) | 16,607,235 | |||||
Conversion ratio | 1 | |||||
Shares that remained subject to future vesting (in shares) | 1,533,763 | |||||
Common stock, shares issued (in shares) | 80,644,452 | 79,734,984 | ||||
Common stock, shares outstanding (in shares) | 80,644,452 | 79,734,984 | ||||
Preferred sock, shares issued (in shares) | 0 | 0 | ||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||
Common stock, number of votes per share | vote | 1 | |||||
Stock repurchase program authorized amount | $ | $ 75,000 | |||||
Stock repurchased (in shares) | 237,641 | |||||
Stock repurchased | $ | $ 3,375 | $ 1,887 | $ 2,167 | |||
Stock remaining for repurchase under repurchase program | $ | $ 71,600 | |||||
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) | 63,609 | 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 | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Average price per share (in dollars per share) | $ / shares | $ 14.18 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||
Jul. 28, 2021 | Jul. 27, 2021 | Jul. 26, 2021 | May 06, 2019 | Oct. 23, 2018 | Dec. 31, 2022 | 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 | $ 22,761 | $ 30,736 | $ 2,841 | |||||||
Contractual term | 10 years | 10 years | 10 years | |||||||
Granted (in shares) | 927,364 | 1,584,805 | 412,000 | |||||||
Fair value of options vested | $ 7,600 | $ 12,400 | $ 1,900 | |||||||
Intrinsic value of options exercised | $ 400 | $ 5,300 | $ 0 | |||||||
Expected dividend yield | 0% | 0% | 0% | |||||||
Unrecognized stock-based compensation expense related to stock options | $ 17,100 | |||||||||
Unvested (in shares) | 3,111,831 | |||||||||
Issuance of common stock through employee purchase plan (in shares) | 127,700 | |||||||||
Shares that remained subject to future vesting (in shares) | 1,533,763 | |||||||||
Research and development | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total share-based compensation expense | $ 6,472 | $ 7,453 | $ 339 | |||||||
Capitalized software costs | 300 | 100 | 0 | |||||||
Class B Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Liability balance related to unvested RSAs | $ 0 | $ 50 | ||||||||
Shares that remained subject to future vesting (in shares) | 63,609 | 691,270 | ||||||||
RSAs cancelled or forfeited (in shares) | 27,146 | 131,251 | ||||||||
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 | |||||||||
Accelerated stock-based compensation expense | $ 11,100 | |||||||||
Vested (in shares) | 426,657 | |||||||||
Stock options | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total share-based compensation expense | $ 6,700 | $ 14,500 | 2,300 | |||||||
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 9 months 3 days | |||||||||
Restricted stock awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total share-based compensation expense | $ 300 | $ 11,500 | $ 600 | |||||||
Vested (in shares) | 599,599 | 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 | $ 15,400 | $ 4,700 | ||||||||
Unrecognized stock-based compensation expense, weighted -average period for recognition | 3 years | |||||||||
Vested (in shares) | 398,407 | 24,971 | ||||||||
Unvested (in shares) | 3,111,831 | 1,073,529 | 0 | |||||||
Forfeited (in shares) | 390,619 | 86,363 | ||||||||
Granted (in shares) | 1,068,654 | 2,827,328 | 1,184,863 | |||||||
Unrecognized stock-based compensation expense, awards other than options | $ 50,600 | |||||||||
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 | |||||||||
Purchase rights committed under the ESPP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total share-based compensation expense | $ 700 | $ 100 | ||||||||
Unrecognized stock-based compensation expense, awards other than options | $ 200 | |||||||||
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 | $ 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% | |||||||||
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 | |||||||||
2021 Plan | Purchase rights committed under the ESPP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Common stock, capital shares reserved for future issuance (in shares) | 810,345 | |||||||||
Annual increase in shares authorized, percentage | 1% | |||||||||
Annual increase in shares reserved and available for issuance (in shares) | 900,000 | |||||||||
Stock voting percentage threshold for participation in plan | 5% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | ||||
Beginning balance (in shares) | 4,256,812 | 3,169,696 | 2,757,696 | |
Granted (in shares) | 927,364 | 1,584,805 | 412,000 | |
Exercised (in shares) | (33,359) | (278,887) | 0 | |
Forfeited (in shares) | (411,034) | (218,802) | 0 | |
Ending balance (in shares) | 4,739,783 | 4,256,812 | 3,169,696 | 2,757,696 |
Vested and expected to vest in the future (in shares) | 4,739,783 | |||
Exercisable at end of period (in shares) | 2,970,165 | |||
Weighted Average Exercise Price | ||||
Beginning balance (in dollars per share) | $ 13.05 | $ 6.30 | $ 6.06 | |
Granted (in dollars per share) | 17.09 | 25.78 | 7.89 | |
Exercised (in dollars per share) | 6.31 | 6.15 | ||
Forfeited (in dollars per share) | 20.86 | 19.76 | ||
Ending balance (in dollars per share) | 13.21 | $ 13.05 | $ 6.30 | $ 6.06 |
Vested and expected to vest in the future (in dollars per share) | 13.21 | |||
Exercisable at end of period (in dollars per share) | $ 8.83 | |||
Weighted Average Remaining Contract Term and Aggregate Intrinsic Value | ||||
Weighted average remaining contractual term | 7 years 7 months 9 days | 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 | 7 years 7 months 9 days | |||
Weighted average remaining contractual term, exercisable at end of period | 6 years 10 months 28 days | |||
Aggregate intrinsic value | $ 19,855 | $ 42,429 | $ 38,108 | $ 0 |
Aggregate intrinsic value, vested and expected to vest in the future | 19,855 | |||
Aggregate intrinsic value, exercisable at end of period | $ 19,301 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Valuation Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Aggregate grant date fair value of options granted | $ 7,989 | $ 23,111 | $ 1,063 |
Assumptions for option valuation: | |||
Minimum expected volatility | 47.30% | 61% | |
Expected volatility | 62% | ||
Maximum expected volatility | 62% | 66% | |
Expected dividend yield | 0% | 0% | 0% |
Minimum expected risk-free interest rate | 1.70% | 0.20% | 0.20% |
Maximum expected risk-free interest rate | 3.40% | 0.90% | 0.80% |
Expected term of options | 6 years | ||
Maximum contractual term | 10 years | 10 years | 10 years |
Weighted average grant date fair value per option (in dollars per share) | $ 8.61 | $ 14.58 | $ 5.16 |
Minimum | |||
Assumptions for option valuation: | |||
Expected term of options | 3 years | 3 years | |
Maximum | |||
Assumptions for option valuation: | |||
Expected term of options | 6 years | 6 years |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of RSU Activity (Details) - $ / shares | 12 Months Ended | ||
Jul. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of RSUs | |||
Non-vested ending balance (in shares) | 3,111,831 | ||
Restricted stock units (RSUs) | |||
Number of RSUs | |||
Non-vested beginning balance (in shares) | 1,073,529 | 0 | |
Granted (in shares) | 1,068,654 | 2,827,328 | 1,184,863 |
Vested (in shares) | (398,407) | (24,971) | |
Forfeited (in shares) | (390,619) | (86,363) | |
Non-vested ending balance (in shares) | 3,111,831 | 1,073,529 | |
Weighted Average Grant Date Fair Value | |||
Non-vested beginning balance (in dollars per share) | $ 25.76 | $ 0 | |
Granted (in dollars per share) | 17.91 | 25.72 | |
Vested (in dollars per share) | 25.79 | 22.82 | |
Forfeited (in dollars per share) | 20.66 | 26 | |
Non-vested ending balance (in dollars per share) | $ 19.27 | $ 25.76 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation expense | $ 22,761 | $ 30,736 | $ 2,841 |
Cost of revenues | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation expense | 4,630 | 6,478 | 180 |
General and administrative expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation expense | 9,499 | 14,558 | 1,952 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation expense | 6,472 | 7,453 | 339 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share-based compensation expense | $ 2,160 | $ 2,247 | $ 370 |
Income Taxes - Schedule of comp
Income Taxes - Schedule of components of income tax expense (benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 385 | $ 0 | $ 0 |
State | 1,840 | 215 | 237 |
Current income tax provision | 2,225 | 215 | 237 |
Deferred: | |||
Federal | 1,822 | 3,746 | 1,858 |
State | 83 | 1,180 | (303) |
Total deferred | 1,905 | 4,926 | 1,555 |
Provision for income taxes | $ 4,130 | $ 5,141 | $ 1,792 |
Income Taxes - Schedule of effe
Income Taxes - Schedule of effective income tax rate reconciliation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax expense (benefit) computed at federal statutory rate | $ 1,139 | $ (1,019) | $ 2,298 |
State income tax expense (benefit), net of federal benefit | 1,177 | 1,178 | 507 |
Nondeductible share-based compensation | 803 | 1,478 | 0 |
162m limitation | 1,038 | 4,131 | 0 |
Other nondeductible expenses | 348 | 100 | 126 |
Rate change | 66 | 472 | 0 |
R&D credits | (1,550) | (1,462) | (1,149) |
Tax attribute write-off | 484 | 0 | 0 |
Amended return | 332 | 0 | 0 |
Transaction costs true up | 0 | 247 | 0 |
Return to provision adjustments | 293 | 16 | 10 |
Provision for income taxes | $ 4,130 | $ 5,141 | $ 1,792 |
Income Taxes - Schedule of defe
Income Taxes - Schedule of deferred tax assets and liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets: | ||
Net operating losses | $ 20,425 | $ 18,553 |
Capitalized research and development | 9,848 | 0 |
Credits | 5,600 | 5,310 |
Reserves and accruals | 2,336 | 1,147 |
Share-based compensation | 3,420 | 1,788 |
Interest expense carryover | 2,838 | 3,044 |
Transaction costs | 2,584 | 2,428 |
Fixed assets | 633 | 0 |
Other | 413 | 209 |
Total deferred income tax assets | 48,097 | 32,479 |
Deferred income tax liabilities: | ||
Fixed assets | 0 | (689) |
Capitalized commissions | (1,668) | (1,489) |
Intangible assets | (31,745) | (25,310) |
Right of use asset | (559) | 0 |
Debt issuance costs | (186) | (704) |
Total deferred income tax liabilities | (34,158) | (28,192) |
Net deferred income tax asset | $ 13,939 | $ 4,287 |
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, 2022 | Dec. 31, 2021 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
NOL carryforwards | $ 86,246 | $ 77,798 |
Federal | R&D tax credit carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
R&D tax credit carryforwards | 4,992 | 4,485 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
NOL carryforwards | 35,713 | 35,124 |
State | R&D tax credit carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
R&D tax credit carryforwards | $ 3,625 | $ 3,284 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | ||||
Uncertain tax positions | $ 2,451 | $ 1,942 | $ 1,072 | $ 699 |
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
NOL carryforwards subject to expiration | 9,100 | 9,100 | ||
Federal | R&D tax credit carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Uncertain tax positions | 1,500 | 1,100 | ||
Federal | Tax Years 2018 through 2021 | ||||
Operating Loss Carryforwards [Line Items] | ||||
NOL carryforwards not subject to expiration | 63,800 | |||
Federal | Tax Years 2035 Through 2037 | ||||
Operating Loss Carryforwards [Line Items] | ||||
NOL carryforwards subject to expiration | 22,400 | |||
Federal | Tax Years 2032 Through 2041 | ||||
Operating Loss Carryforwards [Line Items] | ||||
NOL carryforwards subject to expiration | 33,800 | |||
State | R&D tax credit carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Uncertain tax positions | 900 | $ 800 | ||
State research credits not subject to expiration | 3,600 | |||
State | Tax Years 2018 through 2021 | ||||
Operating Loss Carryforwards [Line Items] | ||||
NOL carryforwards not subject to expiration | $ 1,900 |
Income Taxes - Schedule of unre
Income Taxes - Schedule of unrecognized tax benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ (1,942) | $ (1,072) | $ (699) |
Gross decrease (increase) related to prior year positions | 86 | 0 | |
Gross decrease (increase) related to prior year positions | (386) | ||
Gross increase related to current year positions | (595) | (484) | (373) |
Ending balance | $ (2,451) | $ (1,942) | $ (1,072) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Property | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Related Party Transaction [Line Items] | |||
Property from a related party | Property | 1 | ||
Advisory Services Agreement | |||
Related Party Transaction [Line Items] | |||
Related party transaction, general and administrative expenses from transactions with related party | $ 0 | $ 1.2 | $ 2.1 |
Leased Property From Related Party | |||
Related Party Transaction [Line Items] | |||
Operating lease, expense | 0.7 | 0.9 | 0.9 |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Related party transaction, cost of sales | 1.7 | 1.6 | $ 1.1 |
Prepaid expenses, related party | 0 | 0.1 | |
Accounts payable, related parties | 0 | 0.2 | |
Accrued liabilities, related parties | $ 0.3 | $ 0.2 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of calculation of basic and diluted net income (loss) per share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net income (loss) attributable to common stockholders, basic | $ 1,294 | $ (30,940) | $ (25,260) |
Net income (loss) attributable to common stockholders, diluted | $ 1,294 | $ (30,940) | $ (25,260) |
Weighted average common stock outstanding: | |||
Basic (in shares) | 80,454,356 | 63,813,770 | 51,153,041 |
Diluted (in shares) | 82,403,679 | 63,813,770 | 51,153,041 |
Net income (loss) per share: | |||
Basic (in dollars per share) | $ 0.02 | $ (0.48) | $ (0.49) |
Diluted (in dollars per share) | $ 0.02 | $ (0.48) | $ (0.49) |
Stock options | |||
Weighted average common stock outstanding: | |||
Effect of dilutive securities (shares) | 1,660,412 | ||
Restricted stock awards, unvested | |||
Weighted average common stock outstanding: | |||
Effect of dilutive securities (shares) | 188,241 | ||
Restricted stock units, unvested | |||
Weighted average common stock outstanding: | |||
Effect of dilutive securities (shares) | 94,332 | ||
Purchase rights committed under the ESPP | |||
Weighted average common stock outstanding: | |||
Effect of dilutive securities (shares) | 6,338 |
Net Income (Loss) Per Share -_2
Net Income (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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,659,163 | 6,021,611 | 5,870,644 |
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) | 1,909,223 | 4,256,812 | 3,169,696 |
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) | 0 | 691,270 | 2,700,948 |
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) | 743,602 | 1,073,529 | 0 |
Purchase rights committed under the ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,338 | 0 | 0 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Nov. 04, 2022 | Apr. 01, 2022 | Apr. 01, 2021 | Dec. 31, 2020 | Nov. 02, 2020 | Apr. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||||||||||
Acquisition related costs | $ 4,228,000 | $ 781,000 | $ 1,579,000 | |||||||||||
Escrow deposit | $ 30,000,000 | $ 30,000,000 | $ 30,000,000 | $ 0 | 30,000,000 | 0 | ||||||||
Contingent earnout | $ 200,000 | 0 | 0 | 0 | 0 | |||||||||
Beanstalk Networks, L.L.C. (OpenClose) | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Cash consideration, gross | $ 63,100,000 | |||||||||||||
Acquisition related costs | $ 1,900,000 | |||||||||||||
Business acquisition, pro forma revenue | 2,500,000 | 300,200,000 | 279,700,000 | |||||||||||
Business acquisition, pro forma net income (loss) | 200,000 | 400,000 | 14,700,000 | |||||||||||
Goodwill considered deductible for income tax purposes | $ 37,000,000 | 37,000,000 | 37,000,000 | 37,000,000 | ||||||||||
StreetShares | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Cash consideration, gross | 28,000,000 | |||||||||||||
Acquisition related costs | 1,600,000 | |||||||||||||
Business acquisition, pro forma revenue | 2,900,000 | |||||||||||||
Business acquisition, pro forma net income (loss) | $ (4,100,000) | |||||||||||||
Goodwill considered deductible for income tax purposes | 0 | |||||||||||||
Escrow deposit | $ 30,000,000 | |||||||||||||
Working capital adjustments, DTA | 1,100,000 | |||||||||||||
Purchase accounting adjustments, goodwill | 2,300,000 | |||||||||||||
Business combination, adjustment consideration transferred | 100,000 | |||||||||||||
Contingent earnout, measurement period | 12 months | |||||||||||||
StreetShares | Customer relationships | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Working capital adjustments, intangibles | 1,900,000 | |||||||||||||
StreetShares | Developed technology | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Working capital adjustments, intangibles | $ 1,500,000 | |||||||||||||
Saylent Technologies, Inc | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Cash consideration, gross | $ 38,500,000 | |||||||||||||
Acquisition related costs | 800,000 | |||||||||||||
Goodwill considered deductible for income tax purposes | $ 0 | |||||||||||||
Purchase accounting adjustments, goodwill | (200,000) | 0 | (249,000) | |||||||||||
Purchase accounting adjustments, deferred tax liability | $ 200,000 | |||||||||||||
TazWorks, LLC | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Cash consideration, gross | $ 5,000,000 | $ 84,800,000 | ||||||||||||
Acquisition related costs | 800,000 | |||||||||||||
Goodwill considered deductible for income tax purposes | 46,400,000 | 46,400,000 | ||||||||||||
Purchase accounting adjustments, goodwill | $ 0 | $ 47,000 | ||||||||||||
Business combination, adjustment consideration transferred | $ 200,000 | |||||||||||||
Business combination, consideration transferred | $ 89,800,000 | |||||||||||||
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 the Allocation of the Purchase Price (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Nov. 04, 2022 | Apr. 01, 2022 | Dec. 31, 2021 | Apr. 01, 2021 | Dec. 31, 2020 | Nov. 02, 2020 |
Assets acquired: | |||||||
Goodwill | $ 608,657 | $ 564,799 | $ 542,965 | ||||
Beanstalk Networks, L.L.C. (OpenClose) | |||||||
Assets acquired: | |||||||
Cash and cash equivalents | $ 1,261 | ||||||
Accounts receivable, net | 830 | ||||||
Prepaid expenses and other current assets | 61 | ||||||
Goodwill | 37,038 | ||||||
Intangible assets | 29,600 | ||||||
Total assets acquired | 68,790 | ||||||
Liabilities assumed: | |||||||
Accounts payable | 133 | ||||||
Accrued compensation and benefits | 2,623 | ||||||
Accrued expenses | 2,341 | ||||||
Deferred revenue | 603 | ||||||
Total liabilities assumed | 5,700 | ||||||
Fair value of assets acquired and liabilities assumed | $ 63,090 | ||||||
StreetShares | |||||||
Assets acquired: | |||||||
Cash and cash equivalents | $ 1,580 | ||||||
Restricted cash | 3,265 | ||||||
Accounts receivable, net | 157 | ||||||
Prepaid expenses and other current assets | 561 | ||||||
Property and equipment, net | 142 | ||||||
Right of use assets | 613 | ||||||
Deferred tax asset | 11,558 | ||||||
Goodwill | 6,820 | ||||||
Intangible assets | 12,400 | ||||||
Other assets | 83 | ||||||
Total assets acquired | 37,179 | ||||||
Liabilities assumed: | |||||||
Accounts payable | 368 | ||||||
Accrued compensation and benefits | 3,585 | ||||||
Accrued expenses | 738 | ||||||
Contingent earnout | 162 | ||||||
Notes payable to Regulation A+ investors | 3,265 | ||||||
Deferred revenue | 854 | ||||||
Other long-term liabilities | 225 | ||||||
Total liabilities assumed | 9,197 | ||||||
Fair value of assets acquired and liabilities assumed | $ 27,982 | ||||||
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 | ||||||
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 to Regulation A+ investors | 775 | ||||||
Total liabilities assumed | 4,451 | ||||||
Fair value of assets acquired and liabilities assumed | $ 38,506 | ||||||
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 | ||||||
Deferred tax asset | 273 | ||||||
Goodwill | 56,079 | ||||||
Intangible assets | 48,600 | ||||||
Other 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 to Regulation A+ investors | 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 (Details) - USD ($) $ in Thousands | Nov. 04, 2022 | Apr. 01, 2022 | Apr. 01, 2021 | Dec. 31, 2020 | Nov. 02, 2020 |
Beanstalk Networks, L.L.C. (OpenClose) | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Fair Values | $ 29,600 | ||||
Weighted Average Amortization Life (years) | 9 years | ||||
Beanstalk Networks, L.L.C. (OpenClose) | Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Fair Values | $ 14,200 | ||||
Weighted Average Amortization Life (years) | 10 years | ||||
Beanstalk Networks, L.L.C. (OpenClose) | Developed technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Fair Values | $ 9,800 | ||||
Weighted Average Amortization Life (years) | 10 years | ||||
Beanstalk Networks, L.L.C. (OpenClose) | Trademarks | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Fair Values | $ 700 | ||||
Weighted Average Amortization Life (years) | 5 years | ||||
Beanstalk Networks, L.L.C. (OpenClose) | Non-competition agreements | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Fair Values | $ 4,900 | ||||
Weighted Average Amortization Life (years) | 5 years | ||||
StreetShares | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Fair Values | $ 12,400 | ||||
Weighted Average Amortization Life (years) | 9 years 8 months 12 days | ||||
StreetShares | Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Fair Values | $ 500 | ||||
Weighted Average Amortization Life (years) | 5 years | ||||
StreetShares | Developed technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Fair Values | $ 11,800 | ||||
Weighted Average Amortization Life (years) | 10 years | ||||
StreetShares | Trademarks | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Fair Values | $ 100 | ||||
Weighted Average Amortization Life (years) | 2 years | ||||
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 | 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 | ||||
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 | ||||
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 | Developed technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Fair Values | $ 9,200 | ||||
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 | ||||
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. | 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 | ||||
Teledata Communications, Inc. | Trademarks | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Fair Values | $ 2,300 | ||||
Weighted Average Amortization Life (years) | 10 years |
Business Combinations - Summa_3
Business Combinations - Summary of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||||
Beginning balance | $ 564,799 | $ 542,965 | ||
Ending balance | $ 608,657 | $ 564,799 | 608,657 | 564,799 |
Beanstalk Networks, L.L.C. (OpenClose) | ||||
Goodwill [Roll Forward] | ||||
Goodwill additions during period | 37,038 | 0 | ||
StreetShares | ||||
Goodwill [Roll Forward] | ||||
Goodwill additions during period | 6,820 | 0 | ||
Purchase accounting adjustments, goodwill | $ 2,300 | |||
Saylent Technologies, Inc | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 22,036 | |||
Goodwill additions during period | 0 | 22,036 | ||
Purchase accounting adjustments, goodwill | $ (200) | 0 | (249) | |
TazWorks, LLC | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 48,006 | |||
Purchase accounting adjustments, goodwill | $ 0 | $ 47 |
Employee Benefits (Detail)
Employee Benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Employer matching contributions | $ 1.4 | $ 1.3 | $ 0.8 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - The "Plan" $ in Millions | Feb. 24, 2023 USD ($) |
Subsequent Event [Line Items] | |
Reduction in current workforce | 9% |
Minimum | |
Subsequent Event [Line Items] | |
Restructuring and related cost, expected cost | $ 2.5 |
Maximum | |
Subsequent Event [Line Items] | |
Restructuring and related cost, expected cost | $ 3.5 |