Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | EngageSmart, Inc. | |
Entity Central Index Key | 0001863105 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 161,691,540 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-40835 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-2785225 | |
Entity Address, Address Line One | 30 Braintree Hill Office Park | |
Entity Address, Address Line Two | Suite 101 | |
Entity Address, City or Town | Braintree | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02184 | |
City Area Code | 781 | |
Local Phone Number | 848-3733 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Security 12b Title | Common stock, $0.001 par value per share | |
Trading Symbol | ESMT | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 253,824 | $ 29,350 |
Accounts receivable, net of allowance for doubtful accounts of $233 and $160 as of September 30, 2021 and December 31, 2020, respectively | 10,295 | 8,100 |
Unbilled receivables | 3,904 | 2,973 |
Prepaid expenses and other current assets | 6,684 | 3,490 |
Total current assets | 274,707 | 43,913 |
Property and equipment, net | 10,320 | 6,211 |
Goodwill | 425,677 | 425,677 |
Acquired intangible assets, net | 91,820 | 103,520 |
Other assets | 3,518 | 1,837 |
Total assets | 806,042 | 581,158 |
Current liabilities: | ||
Accounts payable | 6,849 | 3,137 |
Accrued expenses and other current liabilities | 24,682 | 15,966 |
Contingent consideration liability | 2,867 | 1,867 |
Deferred revenue | 5,892 | 4,776 |
Notes payable to related parties | 5,900 | |
Total current liabilities | 40,290 | 31,646 |
Long-term debt, net of issuance costs | 110,200 | |
Deferred income taxes | 4,848 | 5,471 |
Contingent consideration liability, net of current portion | 1,498 | |
Deferred revenue, net of current portion | 227 | 201 |
Other long-term liabilities | 5,533 | 3,482 |
Total liabilities | 50,898 | 152,498 |
Commitments and contingencies (Note 13) | ||
Stockholders'/ members' equity: | ||
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized and no shares issued and outstanding as of September 30, 2021, and no shares authorized, issued and outstanding as of December 31, 2020 | ||
Common stock, par value $0.001 per share, 650,000,000 shares authorized and 161,601,915 shares issued and outstanding as of September 30, 2021, and no shares authorized, issued and outstanding as of December 31, 2020 | 162 | |
Additional paid-in capital | 784,141 | |
Accumulated stockholders'/members’ deficit | (29,159) | (21,141) |
Total members' equity | 428,660 | |
Total stockholders’/members' equity | 755,144 | |
Total liabilities and stockholders’/members' equity | $ 806,042 | 581,158 |
Class A-1 Common Shares | ||
Stockholders'/ members' equity: | ||
Total members' equity | 293,286 | |
Class A-2 Common Shares | ||
Stockholders'/ members' equity: | ||
Total members' equity | 136,559 | |
Class A-3 Common Shares | ||
Stockholders'/ members' equity: | ||
Total members' equity | $ 19,956 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 233 | $ 160 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.001 | |
Common stock, shares authorized | 650,000,000 | 0 |
Common stock, shares, issued | 161,601,915 | 0 |
Common stock, shares, outstanding | 161,601,915 | 0 |
Class A-1 Common Shares | ||
Common unit, par value | $ 0 | $ 0 |
Common unit, issued | 0 | 97,209,436 |
Common unit, outstanding | 0 | 97,209,436 |
Class A-2 Common Shares | ||
Common unit, par value | $ 0 | $ 0 |
Common unit, issued | 0 | 45,262,340 |
Common unit, outstanding | 0 | 45,262,340 |
Class A-3 Common Shares | ||
Common unit, par value | $ 0 | $ 0 |
Common unit, issued | 0 | 5,010,888 |
Common unit, outstanding | 0 | 5,010,888 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 55,493 | $ 39,026 | $ 154,664 | $ 101,560 |
Cost of revenue | 14,237 | 9,507 | 39,735 | 26,387 |
Gross profit | 41,256 | 29,519 | 114,929 | 75,173 |
Operating expenses: | ||||
General and administrative | 15,287 | 5,726 | 31,990 | 18,053 |
Selling and marketing | 19,096 | 11,947 | 51,224 | 34,868 |
Research and development | 9,132 | 5,284 | 23,947 | 15,065 |
Contingent consideration net expense | 1,157 | 1,370 | ||
Restructuring charges | (330) | 2,434 | (241) | 2,434 |
Amortization of intangible assets | 2,362 | 2,362 | 7,086 | 7,028 |
Total operating expenses | 46,704 | 27,753 | 115,376 | 77,448 |
(Loss) income from operations | (5,448) | 1,766 | (447) | (2,275) |
Other income (expense), net: | ||||
Interest expense, including related party interest (Note 15) | (3,487) | (2,390) | (8,087) | (7,503) |
Other (expense) income, net | (28) | (30) | (107) | 2 |
Total other income (expense), net | (3,515) | (2,420) | (8,194) | (7,501) |
Loss before income taxes | (8,963) | (654) | (8,641) | (9,776) |
Benefit for income taxes | (671) | (185) | (623) | (2,918) |
Net loss and comprehensive loss | $ (8,292) | $ (469) | $ (8,018) | $ (6,858) |
Net loss per share: | ||||
Basic | $ (0.06) | $ 0 | $ (0.05) | $ (0.05) |
Diluted | $ (0.06) | $ 0 | $ (0.05) | $ (0.05) |
Weighted-average number of common shares outstanding: | ||||
Basic | 149,031,242 | 145,900,628 | 148,200,589 | 145,155,933 |
Diluted | 149,031,242 | 145,900,628 | 148,200,589 | 145,155,933 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders'/Members' Equity (Unaudited) - USD ($) $ in Thousands | Total | Class A-1 Common Shares | Class A-2 Common Shares | Class A-3 Common Shares | Common Stock | Additional Paid-in Capital | Accumulated Stockholders'/ Members' Deficit |
Balances at Dec. 31, 2019 | $ 429,716 | $ 293,286 | $ 136,559 | $ 14,334 | $ (14,463) | ||
Balance, shares at Dec. 31, 2019 | 97,209,436 | 45,262,340 | 502,545 | ||||
Exercise of equity-based options | 2,832 | $ 2,832 | |||||
Exercise of equity-based options, shares | 2,520,064 | ||||||
Equity/Stock-based compensation expense | 151 | $ 151 | |||||
Net income (loss) | (3,425) | (3,425) | |||||
Balances at Mar. 31, 2020 | 429,274 | $ 293,286 | $ 136,559 | $ 17,317 | (17,888) | ||
Balance, shares at Mar. 31, 2020 | 97,209,436 | 45,262,340 | 3,022,609 | ||||
Balances at Dec. 31, 2019 | 429,716 | $ 293,286 | $ 136,559 | $ 14,334 | (14,463) | ||
Balance, shares at Dec. 31, 2019 | 97,209,436 | 45,262,340 | 502,545 | ||||
Net income (loss) | (6,858) | ||||||
Balances at Sep. 30, 2020 | 426,781 | $ 293,286 | $ 136,559 | $ 18,257 | (21,321) | ||
Balance, shares at Sep. 30, 2020 | 97,209,436 | 45,262,340 | 3,676,834 | ||||
Balances at Mar. 31, 2020 | 429,274 | $ 293,286 | $ 136,559 | $ 17,317 | (17,888) | ||
Balance, shares at Mar. 31, 2020 | 97,209,436 | 45,262,340 | 3,022,609 | ||||
Exercise of equity-based options | 214 | $ 214 | |||||
Exercise of equity-based options, shares | 343,154 | ||||||
Equity/Stock-based compensation expense | 155 | $ 155 | |||||
Net income (loss) | (2,964) | (2,964) | |||||
Balances at Jun. 30, 2020 | 426,679 | $ 293,286 | $ 136,559 | $ 17,686 | (20,852) | ||
Balance, shares at Jun. 30, 2020 | 97,209,436 | 45,262,340 | 3,365,763 | ||||
Exercise of equity-based options | 405 | $ 405 | |||||
Exercise of equity-based options, shares | 311,071 | ||||||
Equity/Stock-based compensation expense | 166 | $ 166 | |||||
Net income (loss) | (469) | (469) | |||||
Balances at Sep. 30, 2020 | 426,781 | $ 293,286 | $ 136,559 | $ 18,257 | (21,321) | ||
Balance, shares at Sep. 30, 2020 | 97,209,436 | 45,262,340 | 3,676,834 | ||||
Balances at Dec. 31, 2020 | 428,660 | $ 293,286 | $ 136,559 | $ 19,956 | (21,141) | ||
Balance, shares at Dec. 31, 2020 | 97,209,436 | 45,262,340 | 5,010,888 | ||||
Exercise of equity-based options | 552 | $ 552 | |||||
Exercise of equity-based options, shares | 306,762 | ||||||
Equity/Stock-based compensation expense | 222 | $ 222 | |||||
Net income (loss) | 485 | 485 | |||||
Balances at Mar. 31, 2021 | 429,919 | $ 293,286 | $ 136,559 | $ 20,730 | (20,656) | ||
Balance, shares at Mar. 31, 2021 | 97,209,436 | 45,262,340 | 5,317,650 | ||||
Balances at Dec. 31, 2020 | $ 428,660 | $ 293,286 | $ 136,559 | $ 19,956 | (21,141) | ||
Balance, shares at Dec. 31, 2020 | 97,209,436 | 45,262,340 | 5,010,888 | ||||
Exercise of equity-based options, shares | 573,726 | ||||||
Net income (loss) | $ (8,018) | ||||||
Balance, shares at Sep. 30, 2021 | 0 | 0 | 0 | ||||
Balance, common, shares at Sep. 30, 2021 | 161,601,915 | ||||||
Balances at Sep. 30, 2021 | 755,144 | $ 162 | $ 784,141 | (29,159) | |||
Balances at Mar. 31, 2021 | 429,919 | $ 293,286 | $ 136,559 | $ 20,730 | (20,656) | ||
Balance, shares at Mar. 31, 2021 | 97,209,436 | 45,262,340 | 5,317,650 | ||||
Exercise of equity-based options | 296 | $ 296 | |||||
Exercise of equity-based options, shares | 167,104 | ||||||
Equity/Stock-based compensation expense | 338 | $ 338 | |||||
Net income (loss) | (211) | (211) | |||||
Balances at Jun. 30, 2021 | 430,342 | $ 293,286 | $ 136,559 | $ 21,364 | (20,867) | ||
Balance, shares at Jun. 30, 2021 | 97,209,436 | 45,262,340 | 5,484,754 | ||||
Exercise of equity-based options | 215 | $ 215 | |||||
Exercise of equity-based options, shares | 99,860 | ||||||
Repurchase and retirement of common shares | (51) | $ (51) | |||||
Repurchase and retirement of common shares, shares | (74,529) | ||||||
Conversion of Class A-1, A-2 and A-3 common shares into common stock in connection with initial public offering (Note 10) | $ (293,286) | $ (136,559) | $ (21,528) | $ 148 | 451,225 | ||
Conversion of Class A-1, A-2 and A-3 common shares into common stock in connection with initial public offering (Note 10), shares | (97,209,436) | (45,262,340) | (5,510,085) | 147,981,861 | |||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions | 331,989 | $ 14 | 331,975 | ||||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions, shares | 13,620,054 | ||||||
Costs incurred in connection with initial public offering | (5,662) | (5,662) | |||||
Equity/Stock-based compensation expense | 6,603 | 6,603 | |||||
Net income (loss) | (8,292) | (8,292) | |||||
Balance, shares at Sep. 30, 2021 | 0 | 0 | 0 | ||||
Balance, common, shares at Sep. 30, 2021 | 161,601,915 | ||||||
Balances at Sep. 30, 2021 | $ 755,144 | $ 162 | $ 784,141 | $ (29,159) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | |
Cash flows from operating activities: | |||
Net loss | $ (8,292) | $ (8,018) | $ (6,858) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization expense | 13,620 | 12,499 | |
Stock/equity-based compensation expense | 7,163 | 472 | |
Contingent consideration net expense | 1,157 | 1,370 | |
Deferred income taxes | (623) | (2,918) | |
Loss on disposal of property and equipment | 43 | ||
Non-cash interest expense, including loss on extinguishment of debt | 4,066 | 2,978 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (3,194) | (580) | |
Accounts receivable, net | (2,195) | (2,877) | |
Unbilled receivables | (931) | (2,326) | |
Other assets | (484) | (202) | |
Accounts payable | 3,622 | 567 | |
Accrued expenses and other current liabilities | 5,475 | 5,905 | |
Deferred revenue | 1,142 | 648 | |
Other long-term liabilities | (702) | 2,679 | |
Net cash provided by operating activities | 20,354 | 9,987 | |
Cash flows from investing activities: | |||
Acquisition of businesses, net of cash acquired | (25,518) | ||
Purchases of property and equipment, including costs capitalized for development of internal-use software | (3,190) | (3,903) | |
Net cash used in investing activities | (3,190) | (29,421) | |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and commissions | 331,989 | ||
Proceeds from issuance of common stock to General Atlantic (IC), L.P. in connection with the Corporate Conversion (Note 10) | 43,236 | ||
Payment to settle fractional shares related to Class A-2 shareholders in connection with the Corporate Conversion (Note 10) | (43,236) | ||
Proceeds from issuance of long-term debt | 31,250 | ||
Repayment of long-term debt | (114,174) | ||
Payment of debt issuance costs | (747) | ||
Payment of debt extinguishment costs | (90) | ||
Payments of related party notes | (5,900) | ||
Payments of contingent consideration | (1,868) | (1,500) | |
Proceeds from exercise of stock/equity-based options | 1,063 | 3,451 | |
Repurchase and retirement of common shares | (51) | ||
Payment of initial public offering costs | (2,912) | ||
Net cash provided by financing activities | 207,310 | 33,201 | |
Net increase in cash, cash equivalents and restricted cash | 224,474 | 13,767 | |
Cash, cash equivalents and restricted cash at beginning of period | 29,650 | 6,184 | |
Cash, cash equivalents and restricted cash at end of period | 254,124 | 254,124 | 19,951 |
Reconciliation of cash, cash equivalents, and restricted cash: | |||
Cash and cash equivalents | 253,824 | 253,824 | 19,651 |
Restricted cash within other assets | $ 300 | $ 300 | $ 300 |
Restricted Cash and Cash Equivalents, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets Noncurrent | Other Assets Noncurrent | Other Assets Noncurrent |
Total cash, cash equivalents, and restricted cash | $ 254,124 | $ 254,124 | $ 19,951 |
Supplemental cash flow information: | |||
Cash paid for interest | 5,310 | 4,302 | |
Cash paid for taxes | 35 | ||
Supplemental disclosure of non-cash investing and financing activities: | |||
Additions to property and equipment included in accounts payable and accrued expenses | 187 | ||
Deferred initial public offering costs included in accrued expenses | 2,750 | ||
Debt issuance costs included in accrued expenses | $ 450 | ||
Fair value of contingent consideration recorded in purchase accounting | $ 4,608 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation EngageSmart, Inc. and its subsidiaries (together referred to herein as the “Company” or “EngageSmart”) is a leading provider of vertically tailored customer engagement software and integrated payments solutions. EngageSmart offers single instance, multi-tenant, true Software-as-a-Service (“SaaS”) vertical solutions, including SimplePractice, InvoiceCloud, HealthPay24 and DonorDrive, that are designed to simplify our customers' engagement with their clients by driving digital adoption and self-service. The Company serves customers across five core verticals: Health & Wellness, Government, Utilities, Financial Services, and Giving. EngageSmart solutions are purpose-built for each vertical it serves, including end-to-end business management software, customer engagement applications, and billing and payment solutions. EngageSmart is headquartered in Braintree, Massachusetts with additional locations throughout the United States. Initial Public Offering On September 27, 2021, the Company completed its initial public offering ("IPO"), in which the Company issued and sold 13,620,054 shares of common stock at a public offering price of $ 26.00 per share, including 620,054 shares issued upon the exercise of the underwriters' option to purchase additional shares. The Company raised net proceeds of $ 326.3 million, after deducting the underwriting discount of $ 22.1 million and offering expenses of $ 5.7 million. Additionally, certain existing shareholders sold an aggregate of 3,112,446 shares in the IPO at the same price, resulting in net proceeds to the selling stockholders of $ 75.9 million. On September 27, 2021, the Company used a portion of the net proceeds from its IPO to repay in full the outstanding borrowings of $ 114.2 million under its Credit Facilities, as defined below. Prior to the IPO, deferred offering costs, which consist of legal, accounting, consulting and other third-party fees that were directly associated with the IPO, were capitalized within other assets on the Company's unaudited condensed consolidated balance sheet. Upon the completion of the IPO, these costs were offset against the proceeds from the IPO and recorded as a reduction to additional paid-in capital. Following the Company's IPO, General Atlantic (IC), L.P. ("General Atlantic") controls more than 50 % of the combined voting power of its outstanding common stock, and the Company is considered a "controlled company" within the meaning of the corporate governance standards of the New York Stock Exchange ("NYSE"). Corporate Conversion Immediately prior to effectiveness of the Company’s IPO registration statement on Form S-1, EngageSmart, LLC, a Delaware limited liability company, converted into a Delaware corporation pursuant to a statutory conversion, which changed the Company’s name to EngageSmart, Inc. (“Corporate Conversion”). Refer to Note 10 - Stockholders' Equity for further discussion. Stock Split On September 10, 2021, the Company effected a 1-for- 3 forward stock split of its common shares. In connection with the forward stock split, each issued and outstanding common share, automatically and without action on the part of the holders, became three common shares. All share, per share and related information presented in the unaudited condensed consolidated financial statements and accompanying notes have been retroactively adjusted, where applicable, to reflect the impact of the forward stock split. Basis of Presentation EngageSmart, Inc., formerly EngageSmart, LLC prior to the Corporate Conversion, was formed on December 7, 2018 as Hancock Parent, LLC. On December 11, 2018, EngageSmart, LLC entered a series of arrangements to indirectly acquire, through its wholly-owned subsidiary Hancock Midco, LLC, 100 % of the equity interest in Invoice Cloud, Inc (the “InvoiceCloud Acquisition”). On February 11, 2019, Hancock Merger Sub, Inc., a transitory merger company of Hancock Midco, LLC, merged into InvoiceCloud, with InvoiceCloud continuing as the surviving corporation and a wholly-owned subsidiary of Hancock Midco, LLC. For all of the periods reported in these unaudited condensed consolidated financial statements, the Company has not and does not have any material operations on a standalone basis, and all of the material operations of the Company are carried out by its subsidiaries. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions between the Company and its subsidiaries have been eliminated in consolidation. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, included in the Company's final prospectus for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, on September 24, 2021 (“Final Prospectus”). In the opinion of management, the interim unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position for the periods presented. The results for the interim periods presented are not necessarily indicative of future results. Impact of the COVID-19 Pandemic The Company is subject to risks and uncertainties relating to the ongoing outbreak of the novel strain of coronavirus (“COVID-19”), which the World Health Organization declared a pandemic in March 2020. The COVID-19 pandemic has continued to spread throughout the United States and the world and has resulted in authorities implementing numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. Work-from-home and other measures have introduced additional operational risks, including cybersecurity risks, and may adversely affect the way the Company and its customers and insurance providers conduct business. In response to the COVID-19 pandemic, the Company limited c orporate travel and reduced certain professional services. In addition, the Company implemented remote working capabilities and measures that focused on the safety of its employees. The Company continues to monitor the rapidly evolving conditions and circumstances as well as guidance from international and domestic authorities, including public health authorities. The Company does not currently foresee the need to take additional actions, however it continues to evaluate the ongoing impact of COVID-19 as facts and circumstances change. The COVID-19 pandemic has not had a material effect on the Company’s revenues and financial results during the periods presented in the financial statements, although the magnitude and duration of the ultimate effects as a result of the COVID-19 pandemic are not possible to predict at this time. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2—Summary of Significant Accounting Policies within the notes to consolidated financial statements for the year ended December 31, 2020, included in the Company's Final Prospectus. There have been no significant changes to these policies during the nine months ended September 30, 2021, except as noted below. Risk of Concentrations of Credit and Significant Customers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. At times, the Company may maintain cash balances in excess of federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Significant customers are those that accounted for 10% or more of the Company’s total revenue or accounts receivable during any period presented herein. During the nine months ended September 30, 2021 and 2020, no customer accounted for 10 % or more of revenue. As of September 30, 2021, the Company had one customer that accounted for more than 10 % of its accounts receivable balance. As of December 31, 2020, no customer accounted for 10 % or more of accounts receivable. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize most leases on their balance sheet as a right-of-use asset and a lease liability. In general, lease arrangements exceeding a twelve-month term must be recognized as assets and liabilities on the balance sheet. Under ASU 2016-02, a right of use asset and lease obligation is recorded for all leases, whether operating or financing, while the income statement reflects lease expense for operating leases and amortization/interest expense for financing leases. The FASB also issued ASU 2018-10, Codification Improvements to Topic 842 Leases , and ASU 2018-11, Targeted Improvements to Topic 842 Leases , which allows the new lease standard to be applied as of the adoption date with a cumulative-effect adjustment to the opening balance of retained earnings rather than retroactive restatement of all periods presented. In June 2020, the FASB issued ASU No. 2020-05, which grants a one-year effective-date delay for nonpublic entities to annual reporting periods beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. Early adoption continues to be permitted. The Company will adopt the new standard effective January 1, 2022 on a modified retrospective basis and will not restate comparative periods. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes may result in earlier recognition of credit losses. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , which narrowed the scope and changed the effective date for non-public entities for ASU 2016-13. The FASB subsequently issued supplemental guidance within ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”). ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For public entities that are Securities and Exchange Commission filers, excluding entities eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company plans to adopt the new standard effective January 1, 2022. The Company is currently evaluating the impact that the adoption of ASU 2016-13 will have on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes—Simplifying the Accounting for Income Taxes (Topic 740) . The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles as well as clarifying and amending existing guidance to improve consistent application. For public entities the guidance was effective for annual reporting periods beginning after December 15, 2020 and for interim periods within those fiscal years. For non-public entities, the guidance is effective for annual reporting periods beginning after December 15, 2021 and for interim periods within years beginning after December 15, 2022, with early adoption permitted. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective, or prospective basis. The Company plans to adopt the new standard effective January 1, 2022. The Company is currently evaluating the impact that the adoption of ASU 2019-12 will have on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which intends to address accounting consequences that could result from the global markets’ anticipated transition away from the use of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The amendments within ASU 2020-04 provide operational expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions to affected by reference rate reform if certain criteria are met. The amendments within ASU 2020-04 apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. The amendments in ASC 2020-04 are effective immediately and may be applied through December 31, 2022. As there are no current borrowings under the New Revolving Credit Facility, as defined below, there is currently no impact related to the adoption of ASU 2020-04. If the Company draws down on the New Revolving Credit Facility, the Company will assess the impact of the adoption of this guidance on its consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3. Revenue Revenue Disaggregated The Company disaggregates revenue from contracts with customers by reportable segment, as the Company believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors and is consistent with the manner in which the Company operates the business. The Company generates a significant majority of its revenue in the Enterprise Solutions segment from transaction and usage-based revenue and a significant majority of its revenue in the SMB Solutions segment from subscription revenue. Refer to Note 16—Segment and Geographic Information for the table that depicts disaggregated revenue by segment. Contract Assets and Liabilities Contract assets are rights to consideration in exchange for goods or services that the entity has transferred to a customer when that right is conditional on something other than the passage of time. Contract assets are transferred to accounts receivable once the rights become unconditional. The Company did no t have contract assets as of September 30, 2021 or December 31, 2020. Contract liabilities (deferred revenue) primarily consist of billings and payments received in advance of revenue recognition. The Company primarily bills and collects payments from customers for its services in advance on a monthly, quarterly, or annual basis. Contract liabilities are recognized as revenue when services are performed and all other revenue recognition criteria have been met. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue and amounts expected to be recognized as revenue beyond twelve months of the balance sheet date are classified as non-current deferred revenue. Deferred revenue (current and non-current) was $ 5.9 million and $ 0.2 million as of September 30, 2021, respectively. Deferred revenue (current and non-current) was $ 4.8 million and $ 0.2 million as of December 31, 2020, respectively. During the nine months ended Septem ber 30, 2021, the Company recognized revenue of $ 4.7 million from the deferred revenue balance as of December 31, 2020. Remaining Performance Obligations ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations. As permitted by ASC 606, the Company has elected to exclude from this disclosure any contracts with an original duration of one year or less and any variable consideration that meets specified criteria. For contracts greater than one year in length, the Company’s most significant performance obligations consist of variable consideration. Such variable consideration meets the specified criteria for the disclosure exclusion; therefore, the majority of the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied is variable consideration that is not required for this disclosure. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 4. Net Loss Per Share Basic net loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the sum of the weighted average number of common shares and potentially dilutive securities outstanding during the period using the treasury stock method. For the periods in which the Company incurs a net loss, the effect of the Company’s outstanding common stock equivalents is not included in the calculation of diluted net loss per share as the effect would be anti-dilutive. The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (in thousands, except share and per share amounts) Numerator: Net loss $ ( 8,292 ) $ ( 469 ) $ ( 8,018 ) $ ( 6,858 ) Denominator: Weighted average common shares outstanding, basic 149,031,242 145,900,628 148,200,589 145,155,933 Effect of potential dilutive common shares — — — — Weighted average common shares outstanding, diluted 149,031,242 145,900,628 148,200,589 145,155,933 Net loss per share, basic $ ( 0.06 ) $ ( 0.00 ) $ ( 0.05 ) $ ( 0.05 ) Net loss per share, diluted $ ( 0.06 ) $ ( 0.00 ) $ ( 0.05 ) $ ( 0.05 ) The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Options to purchase common shares 11,205,066 10,142,297 11,205,066 10,142,297 Unvested restricted stock units 288,455 — 288,455 — Total 11,493,521 10,142,297 11,493,521 10,142,297 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination And Asset Acquisition [Abstract] | |
Acquisitions | 5. Acquisitions 2020 Acquisitions Payment Service Network, Inc. On January 2, 2020, the Company consummated a stock purchase agreement with Payment Service Network, Inc. (“PSN”) and certain other parties to acquire 100 % of the outstanding equity interests of PSN for a purchase price of $ 24.6 million. PSN is a SaaS electronic billing and payment provider that provides online billing and end-user communication across multiple industries, including utilities and municipalities. The PSN acquisition was accounted for as a purchase of a business under ASC 805, Business Combinations (“ASC 805”) . Under the acquisition method of accounting, the assets and liabilities of PSN were recorded as of the acquisition date, at their respective fair values. The purchase consideration of $ 24.6 million reflected a net cash payment of $ 20.2 million, contingent consideration of $ 4.4 million representing the fair value of pot ential payments to the former shareholders of PSN, and a working capital adjustment of $ 0.1 million owed to the Company. The former shareholders of PSN are eligible to receive up to $ 6.5 million upon achievement of certain earnout targets. The Company recognized a contingent consideration liability equal to the acquisition date fair value of expected contingent payments. The Company remeasures the contingent consideration liability at each reporting period until the liability is fully settled and recognizes changes in fair value through contingent consideration net expense within the Company's unaudited condensed consolidated statements of operations and comprehensive loss. The Company uses a Monte Carlo simulation model in its estimates, and significant assumptions and estimates utilized in the model include the forecasted net recurring revenue, net recurring revenue volatility, and discount rate. During the nine months ended September 30, 2021 and 2020, the Company paid $ 1.9 million and $ 1.5 million, respectively, upon achievement of earnout targets. As of September 30, 2021 and December 31, 2020, the Company estimated the remaining fair value of the contingent consideration to be $ 2.9 million and $ 3.4 million, respectively. The final allocation of the purchase price was as follows (in thousands): Fair value of consideration transferred: Cash paid, net of cash acquired $ 20,213 Fair value of contingent consideration at acquisition 4,434 Working capital adjustment ( 52 ) Total purchase price consideration $ 24,595 Fair value of assets acquired and liabilities assumed: Unbilled receivables $ 1,040 Prepaid expenses and other current assets 183 Property and equipment 127 Customer relationships 6,563 Tradenames 356 Developed technology 2,732 Goodwill 17,447 Total assets acquired $ 28,448 Accounts payable ( 27 ) Accrued expenses and other current liabilities ( 1,303 ) Deferred revenue ( 104 ) Deferred income taxes ( 2,419 ) Net assets acquired $ 24,595 Customer relationships were valued using the income approach. Significant assumptions and estimates utilized in the model include the customer attrition rate and discount rate. The developed technology and tradename intangibles were valued using a relief from royalty method, which considers both the market approach and the income approach. Significant assumptions and estimates utilized in the model include the royalty and discount rates. Acquired intangible assets are amortized over their estimated useful lives based on the pattern of consumption of the economic benefits of the intangible asset or, if that pattern cannot be determined, on a straight-line basis. Goodwill was recognized for the excess purchase price over the fair value of the net assets acquired. Goodwill is primarily attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and synergies expected to arise from the acquisition. Goodwill resulting from the acquisition of PSN is not deductible for tax purposes. The operating results of PSN have been included in the consolidated financial statements beginning on the acquisition date, and pro forma information has not been presented, as the operating results of PSN are not material. Acquisition-related costs related to the acquisition of PSN are not material for the periods presented. Track Your Hours, LLC On April 3, 2020, the Company consummated an equity purchase agreement with Track Your Hours, LLC (“TYH”) and its sole owner to acquire 100 % of the outstanding equity interests of TYH. TYH is a leading provider of software for tracking progress and hours for students and trainees who are in process of obtaining their licensure as marriage and family therapists, licensed clinical social workers, and licensed professional clinical counselors. The acquisition of TYH was accounted for as a purchase of a business under ASC 805. The total consideration for this acquisition was $ 5.5 million, comprised of $ 5.3 million of cash paid, net of cash acquired, and contingent consideration with a fair value of $ 0.2 million at the time of the acquisition. In allocating the total purchase consideration for this acquisition based on estimated fair values, the Company recorded goodwill of $ 3.2 million and identifiable intangible assets of $ 2.6 million. Goodwill is primarily attributable to future economic benefits expected to arise from the utilization of the intangible assets as well as the economic benefits expected from the workforce. Intangible assets acquired consisted of customer relationships valued using the income approach and developed technology and marketing relations valued using a relief from royalty method. Goodwill resulting from this acquisition is not deductible for tax purposes. The operating results of TYH have been included in the consolidated financial statements beginning on the acquisition date, and pro forma information has not been presented, as the operating results of TYH are not material. Acquisition-related costs related to the acquisition of TYH are not material for the periods presented. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements The following tables present the Company’s fair value hierarchy for its assets and liabilities that were measured at fair value on a recurring basis (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 205,000 $ — $ — $ 205,000 Liabilities: Contingent consideration liability $ — $ — $ 2,867 $ 2,867 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 4,405 $ — $ — $ 4,405 Liabilities: Contingent consideration liability $ — $ — $ 3,365 $ 3,365 Money market funds held as of September 30, 2021 and December 31, 2020 were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. There were no transfers into or out of Level 3 during the periods presented. The Company’s recurring fair value measurements using Level 3 inputs relate to the Company’s contingent consideration liability, as the significant inputs to the valuation are not observable in the market. Changes in the fair value of the Company’s contingent consideration liability were as follows (in thousands): Balance as of December 31, 2020 $ 3,365 Payment of contingent consideration ( 1,868 ) Change in fair value 1,370 Balance as of September 30, 2021 $ 2,867 As of September 30, 2021, the maximum amount of future contingent consideration (undiscounted) that the Company could be required to pay associated with its prior acquisitions was $ 4.0 million. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | 7. Goodwill and Acquired Intangible Assets The carrying amount of goodwill was $ 425.7 million as of September 30, 2021 and December 31, 2020, related to goodwill from the Company’s acquisitions. Changes in the carrying amount of goodwill by reportable segment through September 30, 2021 are as follows (in thousands): Enterprise Solutions SMB Solutions Total Balance as of December 31, 2020 $ 218,658 $ 207,019 $ 425,677 Goodwill acquired — — — Balance as of September 30, 2021 $ 218,658 $ 207,019 $ 425,677 Goodwill is not amortized, but instead is reviewed for impairment at least annually or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. To date, the Company has had no impairments to goodwill. Acquired intangible assets of the Company consisted of the following (in thousands): September 30, 2021 Weighted Average Gross Carrying Value Accumulated Amortization Net Carrying Value (in years) Customer relationships 10.0 $ 82,841 $ ( 20,988 ) $ 61,853 Developed technology 7.0 42,913 ( 15,773 ) 27,140 Tradenames 5.0 5,824 ( 2,997 ) 2,827 $ 131,578 $ ( 39,758 ) $ 91,820 December 31, 2020 Weighted Average Gross Carrying Value Accumulated Amortization Net Carrying Value (in years) Customer relationships 10.0 $ 82,841 $ ( 14,775 ) $ 68,066 Developed technology 7.0 42,913 ( 11,160 ) 31,753 Tradenames 5.0 5,824 ( 2,123 ) 3,701 $ 131,578 $ ( 28,058 ) $ 103,520 The Company recorded amortization expense of $ 3.9 million for both the three months ended September 30, 2021 and 2020; and $ 11.7 million and $ 11.6 million during the nine months ended September 30, 2021 and 2020, respectively. Amortization of developed technology is recorded within cost of revenue, while amortization of customer relationships and tradenames is recorded within amortization of intangible assets within the Company’s unaudited condensed consolidated statements of operations and comprehensive loss. Future estimated amortization expense of the Company’s intangible assets as of September 30, 2021 is expected to be as follows (in thousands): Remainder of 2021 $ 3,901 2022 15,601 2023 15,601 2024 14,640 2025 14,383 Thereafter 27,694 $ 91,820 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, 2021 2020 Accrued employee compensation and benefits $ 11,767 $ 7,073 Accrued consulting and professional fees 4,996 619 Accrued processing fees 2,633 1,101 Accrued channel partner fees 2,112 1,615 Accrued sales tax 468 2,019 Accrued interest payable 2 794 Accrued restructuring 302 565 Other 2,402 2,180 Total $ 24,682 $ 15,966 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt The Company's long-term debt consisted of the following (in thousands): December 31, 2020 Principal amount of long-term debt $ 111,671 Less: Current portion of long-term debt — Long-term debt, net of current portion 111,671 Less: Debt issuance costs, net of accretion ( 1,471 ) Long-term debt, net of debt issuance costs and current portion $ 110,200 As of September 30, 2021, the Company had no long-term debt outstanding. New Revolving Credit Facility On September 27, 2021, the Company entered into a revolving credit agreement (“New Revolving Credit Facility”) with JPMorgan Chase Bank, N.A. as administrative agent and certain other lenders. The New Revolving Credit Facility allows the Company to borrow up to $ 75.0 million, $ 7.5 million of which may be comprised of a letter of credit facility. The New Revolving Credit Facility will mature on September 27, 2026 and proceeds of the borrowings under the New Revolving Credit Facility will be used for general corporate purposes. In conjunction with the New Revolving Credit Facility, the Company incurred debt issuance costs in the amount of $ 1.2 million, which were recorded within other assets on the unaudited condensed consolidated balance sheets and are being amortized into interest expense over the life of the New Revolving Credit Facility. The New Revolving Credit Facility requires the Company to pay a commitment fee in respect of unused revolving credit facility commitments of 0.25 % per annum. The commitment fee is recorded as a component of interest expense within the Company's unaudited condensed consolidated statement of operations and comprehensive loss. As of September 30, 2021, the Company has not drawn upon the New Revolving Credit Facility. The New Revolving Credit Facility contains certain financial maintenance covenants, which require us to not exceed certain specified total net leverage ratios at the end of each fiscal quarter. As of September 30, 2021, the Company was in compliance with all financial covenants under the New Revolving Credit Facility. Credit Facilities On February 11, 2019, in connection with the InvoiceCloud Acquisition, the Company entered into a credit agreement (“Credit Agreement”) with Ares Capital Corporation as administrative agent and collateral agent, and certain other lenders, which provided for a $ 75.0 million aggregate principal amount senior secured term loan facility (“Initial Term Loan Facility”), a $ 35.0 million senior secured delayed draw term loan facility (“Delayed Draw Term Loan Facility”), and a $ 7.5 million senior secured revolving credit facility (“Revolving Credit Facility"). The Company collectively refers to the Initial Term Loan Facility, the Delayed Draw Term Loan Facility, and the Revolving Credit Facility as the Credit Facilities. On September 27, 2021, the Company used a portion of the net proceeds from its IPO to repay in full the outstanding borrowings of $ 114.2 million under the Credit Facilities. In connection with this repayment, the Company incurred a loss on debt extinguishment of $ 1.2 million, which is included within interest expense within the Company's unaudited condensed consolidated statement of operations and comprehensive loss. The loss on debt extinguishment primarily consists of a write-off of unamortized debt issuance costs associated with the Credit Facilities. The previous Credit Agreement provided for a Revolving Credit Facility with maximum available borrowings of $ 7.5 million. In September 2019, a letter of credit was issued related to one of the Company’s leases in the amount of $ 2.1 million which reduced the amount of borrowings available under the previously Revolving Credit Facility. As of September 27, 2021, the Credit Agreement, which included the Revolving Credit Facility, was terminated and the outstanding letter of credit was cash collateralized for $ 2.2 million. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 10. Stockholders' Equity Initial Public Offering On September 27, 2021, the Company completed its IPO, in which the Company issued and sold 13,620,054 shares of common stock at a public offering price of $ 26.00 per share, including 620,054 shares issued upon the exercise of the underwriters' option to purchase additional shares. The Company raised net proceeds of $ 326.3 million after deducting the underwriting discounts of $ 22.1 million and offering expenses of $ 5.7 million. Corporate Conversion Immediately prior to effectiveness of the Company’s IPO registration statement on Form S-1, EngageSmart, LLC, a Delaware limited liability company, converted into a Delaware corporation pursuant to a statutory conversion, which changed the Company’s name to EngageSmart, Inc. (“Corporate Conversion”). As part of the Corporate Conversion, each Class A-1 share, Class A-2 share, and Class A-3 share, in each case, of EngageSmart, LLC was converted on a 1:1 basis into Class A-1 common stock, Class A-2 common stock and Class A-3 common stock, in each case, of the Company, respectively, with the same rights and obligations that existed under the limited liability company agreement of EngageSmart, LLC (the “LLC Agreement”). Under the LLC Agreement, Class A-2 holders, were entitled to certain cash distributions that General Atlantic would have otherwise been entitled to receive if General Atlantic had received a pre-established dollar threshold in connection with and/or following certain exit events (“CVR Obligation”). Following the Corporate Conversion, each share of (i) Class A-1 common stock was reclassified into 0.9398 shares of common stock, (ii) Class A-2 common stock was reclassified into 1.1102 shares of common stock, and (iii) Class A-3 common stock was reclassified into 1 share of common stock (collectively, the “Common Stock Reclassifications”). The conversion ratio for each Common Stock Reclassification reflected the difference in value of the shares as a result of the CVR Obligation. Pursuant to the Company’s amended and restated certificate of incorporation, no fractional shares resulting from the conversion of Class A-2 common stock to common stock were to be issued and, in lieu of the fractional shares, each holder of Class A-2 common stock who would otherwise be entitled to fractional shares were entitled to an amount in cash (the “Fractional Share Payout”). Following the Common Stock Reclassifications, General Atlantic, the sole former holder of Class A-1 common stock (which were formerly Class A-1 shares of EngageSmart, LLC) subscribed for 1,662,917 additional shares of common stock in the Company, with the value of each share based on the public offering price of the shares of common stock sold by the Company in the IPO. As consideration for the additional shares of common stock, General Atlantic contributed capital to the Company in an amount equal to $ 43.2 million in order for the Company to satisfy its obligation in full for the Fractional Share Payout. The Fractional Share Payout settled the former CVR Obligation of the Company under the LLC Agreement. Additionally, certain of our executive officers and other employees, among others, currently hold CVR Units, under the CVR Plan, as defined in Note 13 - Commitments and Contingencies . The CVR Plan was amended to reflect the Corporate Conversion and the CVR Units will otherwise remain subject to the same terms and conditions applicable to the CVR Units immediately prior to the Company’s IPO. Following the Common Stock Reclassifications, General Atlantic subscribed for 288,344 additional shares of common stock in the Company, with the value of each share based on the public offering price of the shares of common stock sold by the Company in the IPO. As consideration for the additional shares of common stock, General Atlantic entered into a promissory note with the Company which requires General Atlantic to make a capital contribution to the Company equal to the amount of any payments made by the Company to holders of CVR Units pursuant to the CVR Plan, which such payments would be triggered by the same exit events specified under the LLC Agreement. Stock Split On September 10, 2021, the Company effected a 1-for- 3 forward stock split of its common shares. In connection with the forward stock split, each issued and outstanding common share, automatically became three common shares. Preferred Stock In connection with the Company's IPO in September 2021, the Company's amended and restated certificate of incorporation and amended and restated bylaws became effective, which authorized the issuance of 10,000,000 shares of preferred stock with a par value of $ 0.001 with rights and preferences, including voting rights, designated from time to time by the Board of Directors. As of September 30, 2021, no shares of preferred stock were issued or outstanding. Common Stock In connection with the Company's IPO in September 2021, the Company's amended and restated certificate of incorporation and amended and restated bylaws became effective, with authorized the issuance of 650,000,000 shares of common stock with a par value of $ 0.001 . As of September 30, 2021, there were 161,601,915 shares of common stock issued and outstanding. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 11. Stock-based Compensation 2021 Incentive Award Plan In September 2021, the Company’s Board of Directors adopted, and its stockholders approved, the 2021 Incentive Award Plan (“2021 Plan”), which became effective in connection with the IPO. The 2021 Plan provides for granting stock options, including incentive stock options ("ISOs"), nonqualified stock options ("NSOs"), restricted stock, dividend equivalents, restricted stock units ("RSUs"), other stock-based awards, and cash awards to eligible employees, consultants and directors. A total of 14,798,186 shares of the Company’s common stock have been reserved for issuance under the 2021 Plan. The number of shares initially available for issuance will be increased annually on January 1 of each calendar year beginning in 2022 and ending in 2031, equal to the lesser of (i) 5 % of the shares of our common stock outstanding on the final day of the immediately preceding calendar year or (ii) a smaller number of shares as determined by our Board of Directors. As of September 30, 2021, there were 14,509,731 remaining shares available for the Company to grant under the 2021 Plan. The Company’s Amended and Restated 2015 Stock Option Plan ("2015 Plan”) provided for the granting of ISOs and NSOs to the Company's employees, consultants, and nonemployee directors. In conjunction with the effectiveness of the 2021 Plan, the Company’s Board of Directors voted that no further awards would be granted under the 2015 Plan but any awards under the 2015 Plan that are outstanding as of the date of the IPO shall remain outstanding and continue to be subject to the terms and conditions of the 2015 Plan. Stock-based awards granted to employees generally vest over a four-year period, and, in the case of stock options, expire ten years from the date of grant. 2021 Employee Stock Purchase Plan In September 2021, the Company’s Board of Directors adopted, and its stockholders approved, the 2021 Employee Stock Purchase Plan (“2021 ESPP”) , which became effective in connection with the IPO. The 2021 ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. A total of 2,219,728 shares of the Company’s common stock have been reserved for future issuance under the 2021 ESPP. T he number of shares available for issuance under the 2021 ESPP will be annually increased on January 1 of each calendar year beginning in 2022 and ending in 2031, by an amount equal to the lesser of: (i) 1 % of the aggregate number of shares of our common stock outstanding on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as is determined by our Board of Directors. As of September 30, 2021, the Company has not commenced any offering period under the 2021 ESPP. Stock Options The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the risk-free interest rate, expected volatility, expected dividend yield and expected term. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The Company estimates its expected share volatility based on the historical volatility of a publicly traded set of peer companies. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The expected term of the Company’s options has been determined based on the average of the vesting term and the contractual lives of all options awarded. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of options granted: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Fair value of common stock/shares $ 17.23 $ 3.65 $ 7.67 $ 3.05 Risk-free interest rate 1.2 % 0.5 % 1.2 % 0.5 % Expected volatility 28.9 % 26.9 % 27.3 % 26.7 % Expected dividend yield — — — — Expected term (in years) 7.3 8.1 9.3 8.1 The following table summarizes the Company’s option activity for the nine months ended September 30, 2021: Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Shares Price Term Value (in years) (in thousands) Outstanding as of December 31, 2020 9,333,218 $ 2.72 8.41 $ 16,882 Granted 3,005,910 8.58 Exercised ( 573,726 ) 1.86 Forfeited ( 560,336 ) 4.37 Outstanding as of September 30, 2021 11,205,066 $ 4.26 8.25 $ 333,965 Options exercisable as of September 30, 2021 3,990,681 $ 2.47 7.27 $ 126,081 The aggregate intrinsic value of options represents the difference between the exercise price of the options and the fair value of the Company's common stock. The total intrinsic value of options exercised during the three months ended September 30, 2021 and 2020 was $ 1.5 million and $ 0.7 million, respectively. The total intrinsic value of options exercised during the nine months ended September 30, 2021 and 2020 was $ 3.3 million and $ 6.2 million, respectively. The weighted average grant date fair value per share of options granted during the three months ended September 30, 2021 and 2020, was $ 5.59 , and $ 1.20 , respectively. The weighted average grant date fair value per share of options granted during the nine months ended September 30, 2021 and 2020, was $ 2.39 , and $ 0.82 , respectively. As of September 30, 2021, there was $ 17.3 million of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.8 years. Restricted Stock Units The Company recognize stock-based compensation expense over the vesting term of restricted stock units. The fair value is measured based upon the number of units and the closing price of the Company’s common stock underlying such units on the dates of grant. Upon vesting and settlement, each restricted stock unit entitles the holder to receive one share of common stock. The following table summarizes the Company's restricted stock unit activity for the nine months ended September 30, 2021: Weighted Average Number Grant Date of Shares Fair Value Outstanding as of December 31, 2020 — $ - Granted 288,455 26.00 Exercised — — Forfeited — — Outstanding as of September 30, 2021 288,455 $ 26.00 As of September 30, 2021, there was $ 7.5 million of unrecognized stock-based compensation expense related to unvested restricted stock units that is expected to be recognized over a weighted-average period of 3.9 years. Stock-based Compensation Expense Stock-based compensation expense is reflected in the unaudited condensed consolidated statement of operations and comprehensive loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 152 $ 4 $ 160 $ 11 General and administrative 5,738 133 6,192 384 Selling and marketing 506 20 569 60 Research and development 207 9 242 17 Total $ 6,603 $ 166 $ 7,163 $ 472 Award Modification and Acceleration of Expense In June 2021, the Company entered into an amended employment agreement with an employee. Under the terms of the amended agreement, the employee would continue to vest in his outstanding equity awards, despite changes to his day to day responsibilities over time. As a result of the employment change, certain awards were considered to be modified in accordance with ASC 718, Compensation- Stock Compensation. This resulted in a $ 12.1 million increase in unamortized stock-based compensation expense, which will be recognized over the remaining weighted-average period of the modified awards of 2.6 years. Upon the Company's IPO in September 2021, as specified in the 2015 Plan, all awards with performance-based vesting conditions converted into awards with service-based vesting, with vesting measured from each awards' respective grant date. During the third quarter of 2021, the Company recognized $ 5.7 million of accelerated stock-based compensation expense related to awards with performance-based vesting conditions that converted into service-based vesting, of which $ 3.6 million related to the above mentioned modified awards. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company's effective income tax rates were 7.5 % and 28.3 % for the three months ended September 30, 2021 and 2020, respectively. The Company's effective income tax rates were 7.2 % and 29.8 % for the nine months ended September 30, 2021 and 2020, respectively. The effective tax rates for the three and nine months ended September 30, 2021 were lower than the statutory rate of 21.0 % due to stock-based compensation adjustments, acquisition earnout payments, and other permanent items. The effective tax rates for the three and nine months ended September 30, 2020 were higher than the statutory rate of 21.0 % due to the impact of state income taxes, as well as permanent adjustments and excess benefits from stock-based compensation. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Operating Leases The Company is party to various non-cancellable operating leases that expire at varying dates through November 2030 . As of September 30, 2021 and December 30, 2020, the Company maintains a letter of credit for a security deposit of $ 2.1 million in conjunction with one of its leases. On September 27, 2021, the Credit Agreement, which included the Revolving Credit Facility, was terminated and the outstanding letter of credit was cash collateralized for $ 2.2 million (Refer to Note 9 – Debt ). The Company has a seven-year operating lease for office space in Los Angeles, California, entered into in 2018. In July 2020, the Company abandoned the office space. Refer to Note 14 – Restructuring for additional information regarding the restructuring charge and liability associated with exiting this office location. The Company’s lease agreements may include lease incentives, payment escalations, and rent holidays, which are accrued or deferred as appropriate, such that rent expense for each lease is recognized on a straight-line basis over the respective term of occupancy. As of September 30, 2021 and December 31, 2020, the Company had deferred rent of $ 4.4 million and $ 1.7 million, respectively. The short-term portion of the deferred rent is included within accrued expenses and other currently liabilities and the long-term portion is included within other long-term liabilities in the accompanying unaudited condensed consolidated balance sheets. Rent expense for the three months ended September 30, 2021 and 2020, was $ 0.8 million and $ 1.1 million, respectively. Rent expense for the nine months ended September 30, 2021 and 2020, was $ 3.1 million and $ 2.8 million, respectively. Rent expense was recorded within cost of revenue, general and administrative, selling and marketing and research and development expense lines in the Company’s unaudited condensed consolidated statement of operations. Future minimum payments under operating leases as of September 30, 2021 are as follows (in thousands): Remainder of 2021 $ 1,249 2022 5,476 2023 5,592 2024 5,334 2025 4,358 Thereafter 18,776 $ 40,785 As of September 30, 2021, the Company subleased certain office space to third parties, for which sublease income will offset the future lease payments in the table above. Total sublease income under contractual terms is $ 2.2 million, with both the sublease and related underlying lease expiring in May 2025 . Other Non-Cancellable Commitments As of September 30, 2021, the Company had non-cancellable commitments to vendors primarily consisting of subscriptions to third party software products. Obligations under contracts that are cancellable or with a remaining term of 12 months or less are not included. As of September 30, 2021, future minimum payments under other non-cancellable agreements were $ 1.7 million, of which $ 0.3 million, $ 0.7 million, $ 0.5 million and $ 0.2 million are expected to be paid by December 31, 2021, 2022, 2023 and 2024, respectively. Contingent Value Payments In connection with the InvoiceCloud Acquisition, a CVR Bonus Award Plan (“CVR Plan”) was established for the benefit of option holders as of February 11, 2019, in the event that holders of the Company’s Class A-1 common shares receive cash distributions in connection with an Exit Event of at least $ 889.1 million (the “Performance Threshold”). Certain of our executive officers and other employees, among others, currently hold CVR Unit Awards, under the CVR Plan, which we refer to as CVR Units. Subject to the achievement of the Performance Threshold, CVR Units entitle the holder, subject generally to the holder’s continued employment through the date of payment, to a pro-rata portion of a bonus pool (based on a participant’s share of CVR Units held). The maximum amount of this bonus pool was capped at $ 9.5 million, of which, $ 7.5 million remains outstanding as of September 30, 2021. No compensation expense has been recognized in relation to the CVR Plan as the Company has determined that an Exit Event is not probable as of September 30, 2021. In connection with the Company’s IPO, the CVR Plan was amended to reflect the Corporate Conversion (refer to Note 10 - Stockholders' Equity ) and the CVR Units will remain subject to the same terms and conditions applicable immediately prior to the Company’s IPO. Following the Common Stock Reclassifications, General Atlantic subscribed and received 288,344 additional shares of common stock in the Company, with the value of each share based on the public offering price of the shares of common stock sold by the Company in the IPO. As consideration for the additional shares of common stock, General Atlantic entered into a promissory note with the Company, which requires General Atlantic to make a capital contribution to the Company equal to the amount of any future payments to be made by the Company to holders of CVR Units pursuant to the CVR Plan, which such payments would be triggered by the same exit events specified under the LLC Agreement. In the event the CVR Units are forfeited or the Performance Threshold is not met, General Atlantic will not be required to make any payments under the promissory note and will keep the shares issued. Indemnification Agreements In the normal course of business, the Company may provide indemnification of varying scope and terms to third parties and may enter into commitments and guarantees (“Agreements”) under which it may be required to make payments. The duration of these Agreements varies, and in certain cases, may be indefinite with no limit to the Company’s maximum potential payment exposure. In addition, the Company has obligations with certain members of its board of directors and certain executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its unaudited condensed consolidated financial statements as of September 30, 2021 and December 31, 2020, respectively. Legal Proceedings The Company is from time to time subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. The Company routinely assesses its current litigation and/or threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss if reasonably possible to estimate, in situations where the Company assesses the likelihood of loss as probable. While the outcome of these claims cannot be predicted with certainty, the Company believes that these pending or threatened legal proceeding or claims could not have a material impact on the Company’s unaudited condensed consolidated financial statements. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | 14. Restructuring In July 2020, the Company relocated certain of its operations and incurred an initial restructuring charge of $ 2.4 million related to abandoning office space in Los Angeles, California. During the nine months ended September 30, 2021, Company recorded a $ 0.2 million reversal in restructuring expense related to a change in the present value of future sublease income, due to the execution of a sublease agreement in August 2021. This reversal in expense was recorded within restructuring charges in the Company’s unaudited condensed consolidated statement of operations and comprehensive loss. The following table summarizes the restructuring activity for the nine months ended September 30, 2021 (in thousands): Facility Related Costs Accrued restructuring as of December 31, 2020 $ 2,252 Charges ( 241 ) Cash payments ( 825 ) Other 41 Accrued restructuring as of September 30, 2021 $ 1,227 As of September 30, 2021, the remaining restructuring liability was $ 1.2 million, of which $ 0.3 million was included within accrued expenses and other current liabilities and $ 0.9 million was included within other long-term liabilities within the Company’s unaudited condensed consolidated balance sheets. The restructuring liability will be reduced by net cash payments required under the original term of the lease, through the remaining term of the lease, which expires in May 2025 . |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 15. Related Parties In 2019, the Company assumed unsecured notes payable in the aggregate amount of $ 3.0 million (the “GC Notes”) and $ 2.9 million (“IVR Note”), respectively, with two individuals that are former shareholders, one of which is a former employee and the other is a current employee of Global Cloud, Ltd. (“GC”) and individuals that are former shareholders and former employees of IVR Technologies Group, LLC (“IVR”), respectively. The GC Notes and IVR Note bore interest at a rate of 7 % and 8 % per annum, respectively, and required interest-only payments with the outstanding principal amount and any accrued but unpaid interest due on the maturity date of March 12, 2021 and January 16, 2021 , respectively. During the nine months ended September 30, 2021, the Company repaid in full the outstanding principal balance of the GC Notes and IVR Note, which totaled $ 5.9 million. These amounts are disclosed within cash flows from financing activities within the unaudited condensed consolidated statements of cash flows. Within its unaudited condensed consolidated statements of operations and comprehensive loss, the Company recognized interest expense related to the GC Notes and IVR Note of less than $ 0.1 million and $ 0.3 million during the nine months ended September 30, 2021 and 2020, respectively. The Company made cash interest payments related to the GC Notes and IVR Note of $ 0.2 million and $ 0.3 million during the nine months ended September 30, 2021 and 2020, respectively. As of December 31, 2020, the Company had recorded accrued interest payable of $ 0.1 million related to the GC Notes and IVR Note. |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 16. Segment and Geographic Information Segment Information The Company has determined that its chief executive officer is its chief operating decision maker (“CODM”) and the Company is organized into two reportable segments: Enterprise Solutions and SMB Solutions. The reportable segments were determined based on how the CODM reviews business performance and makes decisions about resources to be allocated. The Enterprise Solutions segment is primarily engaged in providing SaaS solutions that simplify customer-client engagement primarily through electronic billing and digital payments. Enterprise solutions are built to address the unique needs of specific verticals: Health & Wellness, Government, Utilities, Financial Services, and Giving. For the Enterprise Solutions segment, the Company integrates directly with its customers’ core software systems and utilizes a partner-assisted direct sales model for purposes of its go-to-market strategy. For the nine months ended September 30, 2021, this segment generated 50 % of total revenue. The SMB Solutions segment is primarily engaged in providing end-to-end practice management solutions geared toward the wellness industry. For the SMB Solutions segment, the Company primarily relies on a free-trial to paid customer sales model and generates interest for its offerings through a combination of search engine optimization, word-of-mouth, paid customer referrals, and search engine marketing. For the nine months ended September 30, 2021, this segment generated 50 % of total revenue. The CODM evaluates segment operating performance using revenue and Adjusted EBITDA, as defined below, from reportable segments to make resource allocation decisions and evaluate segment performance. Adjusted EBITDA assists management in comparing the Company’s performance on a consistent basis for purposes of business decision-making. The Company defines Adjusted EBITDA as net loss excluding interest expense, net; benefit for income taxes; depreciation; and amortization of intangible assets, as further adjusted for transaction-related expenses, fair value adjustment of acquired deferred revenue, stock/equity-based compensation, and restructuring charges. Adjusted EBITDA from reportable segments excludes unallocated corporate costs which are primarily comprised of costs for accounting, finance, legal, human resources and costs for certain executives supporting overall business strategy and execution. The following table sets forth the revenue and Adjusted EBITDA results attributable to each reportable segment and includes a reconciliation of the totals reported for the reportable segments to the applicable line items in the Company’s accompanying unaudited condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenue Enterprise Solutions $ 27,277 $ 21,771 $ 76,991 $ 59,039 SMB Solutions 28,216 17,255 77,673 42,521 Total revenue 55,493 39,026 154,664 101,560 Adjusted EBITDA Enterprise Solutions 3,119 4,454 9,695 7,375 SMB Solutions 10,080 7,166 27,402 14,346 Total Adjusted EBITDA from reportable segments 13,199 11,620 37,097 21,721 Unallocated corporate expenses ( 4,527 ) ( 2,700 ) ( 12,742 ) ( 7,516 ) Total Adjusted EBITDA 8,672 8,920 24,355 14,205 Reconciling items: Interest expense, net ( 3,486 ) ( 2,390 ) ( 8,086 ) ( 7,498 ) Amortization of intangible assets ( 3,901 ) ( 3,900 ) ( 11,701 ) ( 11,623 ) Depreciation ( 933 ) ( 349 ) ( 1,919 ) ( 876 ) Transaction-related expenses ( 3,014 ) ( 176 ) ( 4,246 ) ( 634 ) Fair value adjustment of acquired deferred revenue ( 28 ) ( 159 ) ( 122 ) ( 444 ) Stock/equity-based compensation ( 6,603 ) ( 166 ) ( 7,163 ) ( 472 ) Restructuring charges 330 ( 2,434 ) 241 ( 2,434 ) Loss before income taxes ( 8,963 ) ( 654 ) ( 8,641 ) ( 9,776 ) Benefit for income taxes ( 671 ) ( 185 ) ( 623 ) ( 2,918 ) Net loss $ ( 8,292 ) $ ( 469 ) $ ( 8,018 ) $ ( 6,858 ) The Company’s CODM does not separately evaluate assets by segment, and therefore assets by segment are not presented. Geographic Information For the nine months ended September 30, 2021 and 2020, revenues by geographic region are not disclosed as revenue outside the United States does not exceed 10 % of total revenue. The Company does not disclose geographic information for long-lived assets as long-lived assets located outside the United States do not exceed 10 % of total assets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Risk of Concentrations of Credit and Significant Customers | Risk of Concentrations of Credit and Significant Customers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. At times, the Company may maintain cash balances in excess of federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Significant customers are those that accounted for 10% or more of the Company’s total revenue or accounts receivable during any period presented herein. During the nine months ended September 30, 2021 and 2020, no customer accounted for 10 % or more of revenue. As of September 30, 2021, the Company had one customer that accounted for more than 10 % of its accounts receivable balance. As of December 31, 2020, no customer accounted for 10 % or more of accounts receivable. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize most leases on their balance sheet as a right-of-use asset and a lease liability. In general, lease arrangements exceeding a twelve-month term must be recognized as assets and liabilities on the balance sheet. Under ASU 2016-02, a right of use asset and lease obligation is recorded for all leases, whether operating or financing, while the income statement reflects lease expense for operating leases and amortization/interest expense for financing leases. The FASB also issued ASU 2018-10, Codification Improvements to Topic 842 Leases , and ASU 2018-11, Targeted Improvements to Topic 842 Leases , which allows the new lease standard to be applied as of the adoption date with a cumulative-effect adjustment to the opening balance of retained earnings rather than retroactive restatement of all periods presented. In June 2020, the FASB issued ASU No. 2020-05, which grants a one-year effective-date delay for nonpublic entities to annual reporting periods beginning after December 15, 2021 and to interim periods within fiscal years beginning after December 15, 2022. Early adoption continues to be permitted. The Company will adopt the new standard effective January 1, 2022 on a modified retrospective basis and will not restate comparative periods. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes may result in earlier recognition of credit losses. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , which narrowed the scope and changed the effective date for non-public entities for ASU 2016-13. The FASB subsequently issued supplemental guidance within ASU No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief (“ASU 2019-05”). ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For public entities that are Securities and Exchange Commission filers, excluding entities eligible to be smaller reporting companies, ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company plans to adopt the new standard effective January 1, 2022. The Company is currently evaluating the impact that the adoption of ASU 2016-13 will have on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes—Simplifying the Accounting for Income Taxes (Topic 740) . The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles as well as clarifying and amending existing guidance to improve consistent application. For public entities the guidance was effective for annual reporting periods beginning after December 15, 2020 and for interim periods within those fiscal years. For non-public entities, the guidance is effective for annual reporting periods beginning after December 15, 2021 and for interim periods within years beginning after December 15, 2022, with early adoption permitted. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective, or prospective basis. The Company plans to adopt the new standard effective January 1, 2022. The Company is currently evaluating the impact that the adoption of ASU 2019-12 will have on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which intends to address accounting consequences that could result from the global markets’ anticipated transition away from the use of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The amendments within ASU 2020-04 provide operational expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions to affected by reference rate reform if certain criteria are met. The amendments within ASU 2020-04 apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. The amendments in ASC 2020-04 are effective immediately and may be applied through December 31, 2022. As there are no current borrowings under the New Revolving Credit Facility, as defined below, there is currently no impact related to the adoption of ASU 2020-04. If the Company draws down on the New Revolving Credit Facility, the Company will assess the impact of the adoption of this guidance on its consolidated financial statements. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (in thousands, except share and per share amounts) Numerator: Net loss $ ( 8,292 ) $ ( 469 ) $ ( 8,018 ) $ ( 6,858 ) Denominator: Weighted average common shares outstanding, basic 149,031,242 145,900,628 148,200,589 145,155,933 Effect of potential dilutive common shares — — — — Weighted average common shares outstanding, diluted 149,031,242 145,900,628 148,200,589 145,155,933 Net loss per share, basic $ ( 0.06 ) $ ( 0.00 ) $ ( 0.05 ) $ ( 0.05 ) Net loss per share, diluted $ ( 0.06 ) $ ( 0.00 ) $ ( 0.05 ) $ ( 0.05 ) |
Schedule of Common Shares Excluded from Computation of Diluted Net Loss Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect: Three Months Ended Nine Months Ended 2021 2020 2021 2020 Options to purchase common shares 11,205,066 10,142,297 11,205,066 10,142,297 Unvested restricted stock units 288,455 — 288,455 — Total 11,493,521 10,142,297 11,493,521 10,142,297 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination And Asset Acquisition [Abstract] | |
Schedule of Final Allocation of Purchase Price | The final allocation of the purchase price was as follows (in thousands): Fair value of consideration transferred: Cash paid, net of cash acquired $ 20,213 Fair value of contingent consideration at acquisition 4,434 Working capital adjustment ( 52 ) Total purchase price consideration $ 24,595 Fair value of assets acquired and liabilities assumed: Unbilled receivables $ 1,040 Prepaid expenses and other current assets 183 Property and equipment 127 Customer relationships 6,563 Tradenames 356 Developed technology 2,732 Goodwill 17,447 Total assets acquired $ 28,448 Accounts payable ( 27 ) Accrued expenses and other current liabilities ( 1,303 ) Deferred revenue ( 104 ) Deferred income taxes ( 2,419 ) Net assets acquired $ 24,595 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present the Company’s fair value hierarchy for its assets and liabilities that were measured at fair value on a recurring basis (in thousands): September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 205,000 $ — $ — $ 205,000 Liabilities: Contingent consideration liability $ — $ — $ 2,867 $ 2,867 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 4,405 $ — $ — $ 4,405 Liabilities: Contingent consideration liability $ — $ — $ 3,365 $ 3,365 |
Changes in Fair Value of Contingent Consideration Liability | Changes in the fair value of the Company’s contingent consideration liability were as follows (in thousands): Balance as of December 31, 2020 $ 3,365 Payment of contingent consideration ( 1,868 ) Change in fair value 1,370 Balance as of September 30, 2021 $ 2,867 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill by Reportable Segment | Changes in the carrying amount of goodwill by reportable segment through September 30, 2021 are as follows (in thousands): Enterprise Solutions SMB Solutions Total Balance as of December 31, 2020 $ 218,658 $ 207,019 $ 425,677 Goodwill acquired — — — Balance as of September 30, 2021 $ 218,658 $ 207,019 $ 425,677 |
Schedule of Acquired Intangible Assets | Acquired intangible assets of the Company consisted of the following (in thousands): September 30, 2021 Weighted Average Gross Carrying Value Accumulated Amortization Net Carrying Value (in years) Customer relationships 10.0 $ 82,841 $ ( 20,988 ) $ 61,853 Developed technology 7.0 42,913 ( 15,773 ) 27,140 Tradenames 5.0 5,824 ( 2,997 ) 2,827 $ 131,578 $ ( 39,758 ) $ 91,820 December 31, 2020 Weighted Average Gross Carrying Value Accumulated Amortization Net Carrying Value (in years) Customer relationships 10.0 $ 82,841 $ ( 14,775 ) $ 68,066 Developed technology 7.0 42,913 ( 11,160 ) 31,753 Tradenames 5.0 5,824 ( 2,123 ) 3,701 $ 131,578 $ ( 28,058 ) $ 103,520 |
Schedule of Future Estimated Amortization Expense of Intangible Assets | Future estimated amortization expense of the Company’s intangible assets as of September 30, 2021 is expected to be as follows (in thousands): Remainder of 2021 $ 3,901 2022 15,601 2023 15,601 2024 14,640 2025 14,383 Thereafter 27,694 $ 91,820 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, 2021 2020 Accrued employee compensation and benefits $ 11,767 $ 7,073 Accrued consulting and professional fees 4,996 619 Accrued processing fees 2,633 1,101 Accrued channel partner fees 2,112 1,615 Accrued sales tax 468 2,019 Accrued interest payable 2 794 Accrued restructuring 302 565 Other 2,402 2,180 Total $ 24,682 $ 15,966 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The Company's long-term debt consisted of the following (in thousands): December 31, 2020 Principal amount of long-term debt $ 111,671 Less: Current portion of long-term debt — Long-term debt, net of current portion 111,671 Less: Debt issuance costs, net of accretion ( 1,471 ) Long-term debt, net of debt issuance costs and current portion $ 110,200 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Grant Using Black-Scholes Option Pricing Model With Assumptions | The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of options granted: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Fair value of common stock/shares $ 17.23 $ 3.65 $ 7.67 $ 3.05 Risk-free interest rate 1.2 % 0.5 % 1.2 % 0.5 % Expected volatility 28.9 % 26.9 % 27.3 % 26.7 % Expected dividend yield — — — — Expected term (in years) 7.3 8.1 9.3 8.1 |
Schedule of Stock Option Activity | The following table summarizes the Company’s option activity for the nine months ended September 30, 2021: Weighted Weighted Average Average Remaining Aggregate Number Exercise Contractual Intrinsic of Shares Price Term Value (in years) (in thousands) Outstanding as of December 31, 2020 9,333,218 $ 2.72 8.41 $ 16,882 Granted 3,005,910 8.58 Exercised ( 573,726 ) 1.86 Forfeited ( 560,336 ) 4.37 Outstanding as of September 30, 2021 11,205,066 $ 4.26 8.25 $ 333,965 Options exercisable as of September 30, 2021 3,990,681 $ 2.47 7.27 $ 126,081 |
Summary of Restricted Stock Unit Activity | The following table summarizes the Company's restricted stock unit activity for the nine months ended September 30, 2021: Weighted Average Number Grant Date of Shares Fair Value Outstanding as of December 31, 2020 — $ - Granted 288,455 26.00 Exercised — — Forfeited — — Outstanding as of September 30, 2021 288,455 $ 26.00 |
Summary of Stock Based Compensation Expense | Stock-based compensation expense is reflected in the unaudited condensed consolidated statement of operations and comprehensive loss as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 152 $ 4 $ 160 $ 11 General and administrative 5,738 133 6,192 384 Selling and marketing 506 20 569 60 Research and development 207 9 242 17 Total $ 6,603 $ 166 $ 7,163 $ 472 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments under Operating Leases | Future minimum payments under operating leases as of September 30, 2021 are as follows (in thousands): Remainder of 2021 $ 1,249 2022 5,476 2023 5,592 2024 5,334 2025 4,358 Thereafter 18,776 $ 40,785 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring And Related Activities [Abstract] | |
Summary of Restructuring Activity | The following table summarizes the restructuring activity for the nine months ended September 30, 2021 (in thousands): Facility Related Costs Accrued restructuring as of December 31, 2020 $ 2,252 Charges ( 241 ) Cash payments ( 825 ) Other 41 Accrued restructuring as of September 30, 2021 $ 1,227 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Revenue and Adjusted EBITDA for Reportable Segments | The following table sets forth the revenue and Adjusted EBITDA results attributable to each reportable segment and includes a reconciliation of the totals reported for the reportable segments to the applicable line items in the Company’s accompanying unaudited condensed consolidated statements of operations and comprehensive loss (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenue Enterprise Solutions $ 27,277 $ 21,771 $ 76,991 $ 59,039 SMB Solutions 28,216 17,255 77,673 42,521 Total revenue 55,493 39,026 154,664 101,560 Adjusted EBITDA Enterprise Solutions 3,119 4,454 9,695 7,375 SMB Solutions 10,080 7,166 27,402 14,346 Total Adjusted EBITDA from reportable segments 13,199 11,620 37,097 21,721 Unallocated corporate expenses ( 4,527 ) ( 2,700 ) ( 12,742 ) ( 7,516 ) Total Adjusted EBITDA 8,672 8,920 24,355 14,205 Reconciling items: Interest expense, net ( 3,486 ) ( 2,390 ) ( 8,086 ) ( 7,498 ) Amortization of intangible assets ( 3,901 ) ( 3,900 ) ( 11,701 ) ( 11,623 ) Depreciation ( 933 ) ( 349 ) ( 1,919 ) ( 876 ) Transaction-related expenses ( 3,014 ) ( 176 ) ( 4,246 ) ( 634 ) Fair value adjustment of acquired deferred revenue ( 28 ) ( 159 ) ( 122 ) ( 444 ) Stock/equity-based compensation ( 6,603 ) ( 166 ) ( 7,163 ) ( 472 ) Restructuring charges 330 ( 2,434 ) 241 ( 2,434 ) Loss before income taxes ( 8,963 ) ( 654 ) ( 8,641 ) ( 9,776 ) Benefit for income taxes ( 671 ) ( 185 ) ( 623 ) ( 2,918 ) Net loss $ ( 8,292 ) $ ( 469 ) $ ( 8,018 ) $ ( 6,858 ) |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 27, 2021USD ($)$ / sharesshares | Sep. 10, 2021 | Sep. 30, 2021shares | Sep. 30, 2021USD ($) | Dec. 11, 2018 |
Subsidiary Sale Of Stock [Line Items] | |||||
Offering expenses | $ 2,912 | ||||
Forward stock split, description | 1-for-3 | ||||
Forward stock split | 0.3333 | ||||
Invoice Cloud, Inc. | Hancock Midco, LLC. | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Equity interest percentage | 100.00% | ||||
General Atlantic, L.P. | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Voting power | 50.00% | ||||
Credit Facilities | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Repayments of outstanding borrowings | $ 114,200 | ||||
Common Stock | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Common stock shares issued and sold | shares | 13,620,054 | ||||
IPO | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Net proceeds | 326,300 | ||||
Underwriting discounts | 22,100 | ||||
Offering expenses | $ 5,700 | ||||
IPO | Common Stock | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Common stock shares issued and sold | shares | 13,620,054 | ||||
Share price per share | $ / shares | $ 26 | ||||
Over Allotment Option | Common Stock | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Common stock shares issued and sold | shares | 620,054 | ||||
Existing Shareholders | Common Stock | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Sale of stock, shares issued | shares | 3,112,446 | ||||
Net proceeds | $ 75,900 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021USD ($)Customer | Sep. 30, 2020Customer | Dec. 31, 2020Customer | |
New Revolving Credit Facility | |||
Concentration Risk [Line Items] | |||
Current borrowings | $ | $ 0 | ||
Customer Concentration | Sales Revenue | |||
Concentration Risk [Line Items] | |||
Number of customers accounted for 10% or more | 0 | 0 | |
Concentration risk percentage | 10.00% | 10.00% | |
Credit Concentration | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Number of customers accounted for 10% or more | 1 | 0 | |
Concentration risk percentage | 10.00% | 10.00% |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | ||
Contract assets | $ 0 | $ 0 |
Deferred revenue current | 5,900,000 | 4,800,000 |
Deferred revenue, non-current | 200,000 | 200,000 |
Deferred revenue, revenue recognized | $ 4,700,000 | |
Deferred revenue balance | $ 4,700,000 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net income (loss) | $ (8,292) | $ (211) | $ 485 | $ (469) | $ (2,964) | $ (3,425) | $ (8,018) | $ (6,858) |
Denominator: | ||||||||
Weighted average common shares outstanding, basic | 149,031,242 | 145,900,628 | 148,200,589 | 145,155,933 | ||||
Weighted average common shares outstanding, diluted | 149,031,242 | 145,900,628 | 148,200,589 | 145,155,933 | ||||
Net loss per share, basic | $ (0.06) | $ 0 | $ (0.05) | $ (0.05) | ||||
Net loss per share, diluted | $ (0.06) | $ 0 | $ (0.05) | $ (0.05) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Common Shares Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Common shares excluded from computation of diluted net loss per share | 11,493,521 | 10,142,297 | 11,493,521 | 10,142,297 |
Options to Purchase Common Shares | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Common shares excluded from computation of diluted net loss per share | 11,205,066 | 10,142,297 | 11,205,066 | 10,142,297 |
Unvested Restricted Stock Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Common shares excluded from computation of diluted net loss per share | 288,455 | 288,455 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | Apr. 03, 2020 | Jan. 02, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 425,677,000 | $ 425,677,000 | |||
Identifiable intangible assets | 91,820,000 | 103,520,000 | |||
Payment Service Network, Inc. | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, percentage of outstanding equity interests acquired | 100.00% | ||||
Purchase consideration | $ 24,595,000 | ||||
Net cash payment | 20,213,000 | ||||
Fair value of contingent consideration at acquisition | 4,434,000 | ||||
Working capital adjustment | 100,000 | ||||
Payments upon achievement of earnout targets | 1,900,000 | $ 1,500,000 | |||
Contingent consideration, fair value | $ 2,900,000 | $ 3,400,000 | |||
Goodwill | 17,447,000 | ||||
Payment Service Network, Inc. | Maximum | |||||
Business Acquisition [Line Items] | |||||
Consideration receivable by former shareholders upon achievement of earnout targets | $ 6,500,000 | ||||
Track Your Hours, LLC | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, percentage of outstanding equity interests acquired | 100.00% | ||||
Purchase consideration | $ 5,500,000 | ||||
Net cash payment | 5,300,000 | ||||
Fair value of contingent consideration at acquisition | 200,000 | ||||
Goodwill | 3,200,000 | ||||
Identifiable intangible assets | $ 2,600,000 |
Acquisitions - Schedule of Fina
Acquisitions - Schedule of Final Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Jan. 02, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Fair value of assets acquired and liabilities assumed: | |||
Goodwill | $ 425,677 | $ 425,677 | |
Payment Service Network, Inc. | |||
Fair value of consideration transferred: | |||
Cash paid, net of cash acquired | $ 20,213 | ||
Fair value of contingent consideration at acquisition | 4,434 | ||
Working capital adjustment | (52) | ||
Total purchase price consideration | 24,595 | ||
Fair value of assets acquired and liabilities assumed: | |||
Unbilled receivables | 1,040 | ||
Prepaid expenses and other current assets | 183 | ||
Property and equipment | 127 | ||
Goodwill | 17,447 | ||
Total assets acquired | 28,448 | ||
Accounts payable | (27) | ||
Accrued expenses and other current liabilities | (1,303) | ||
Deferred revenue | (104) | ||
Deferred income taxes | (2,419) | ||
Net assets acquired | 24,595 | ||
Customer Relationships | Payment Service Network, Inc. | |||
Fair value of assets acquired and liabilities assumed: | |||
Acquired intangible assets | 6,563 | ||
Trade Names | Payment Service Network, Inc. | |||
Fair value of assets acquired and liabilities assumed: | |||
Acquired intangible assets | 356 | ||
Developed Technology | Payment Service Network, Inc. | |||
Fair value of assets acquired and liabilities assumed: | |||
Acquired intangible assets | $ 2,732 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring Basis - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Contingent consideration liability | $ 2,867 | $ 3,365 |
Level 3 | ||
Liabilities: | ||
Contingent consideration liability | 2,867 | 3,365 |
Money Market Funds | ||
Assets: | ||
Cash equivalents - money market funds | 205,000 | 4,405 |
Money Market Funds | Level 1 | ||
Assets: | ||
Cash equivalents - money market funds | $ 205,000 | $ 4,405 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Contingent Consideration Liability (Details) - Contingent Consideration Liability - Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2020 | $ 3,365 |
Payment of contingent consideration | (1,868) |
Change in fair value | 1,370 |
Balance as of September 30, 2021 | $ 2,867 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Asset transfers into or out of Level 3 | $ 0 |
Liabilities transfers into or out of Level 3 | 0 |
Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Contingent consideration liability | $ 4,000,000 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 34 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||||
Goodwill | $ 425,677,000 | $ 425,677,000 | $ 425,677,000 | $ 425,677,000 | ||
Amortization expense | $ 3,900,000 | $ 3,900,000 | $ 11,700,000 | $ 11,600,000 | ||
Impairments to goodwill | $ 0 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill by Reportable Segment (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Line Items] | |
Beginning balance | $ 425,677 |
Goodwill acquired | 0 |
Ending balance | 425,677 |
Enterprise Solutions | |
Goodwill [Line Items] | |
Beginning balance | 218,658 |
Goodwill acquired | 0 |
Ending balance | 218,658 |
SMB Solutions | |
Goodwill [Line Items] | |
Beginning balance | 207,019 |
Goodwill acquired | 0 |
Ending balance | $ 207,019 |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets - Schedule of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Gross Carrying Value | $ 131,578 | $ 131,578 |
Accumulated Amortization | (39,758) | (28,058) |
Net Carrying Value | $ 91,820 | $ 103,520 |
Customer Relationships | ||
Weighted Average Useful Life | 10 years | 10 years |
Gross Carrying Value | $ 82,841 | $ 82,841 |
Accumulated Amortization | (20,988) | (14,775) |
Net Carrying Value | $ 61,853 | $ 68,066 |
Developed Technology | ||
Weighted Average Useful Life | 7 years | 7 years |
Gross Carrying Value | $ 42,913 | $ 42,913 |
Accumulated Amortization | (15,773) | (11,160) |
Net Carrying Value | $ 27,140 | $ 31,753 |
Trade Names | ||
Weighted Average Useful Life | 5 years | 5 years |
Gross Carrying Value | $ 5,824 | $ 5,824 |
Accumulated Amortization | (2,997) | (2,123) |
Net Carrying Value | $ 2,827 | $ 3,701 |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets - Schedule of Future Estimated Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
Remainder of 2021 | $ 3,901 | |
2022 | 15,601 | |
2023 | 15,601 | |
2024 | 14,640 | |
2025 | 14,383 | |
Thereafter | 27,694 | |
Net Carrying Value | $ 91,820 | $ 103,520 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accrued employee compensation and benefits | $ 11,767 | $ 7,073 |
Accrued consulting and professional fees | 4,996 | 619 |
Accrued processing fees | 2,633 | 1,101 |
Accrued channel partner fees | 2,112 | 1,615 |
Accrued sales tax | 468 | 2,019 |
Accrued interest payable | 2 | 794 |
Accrued restructuring | 302 | 565 |
Other | 2,402 | 2,180 |
Total | $ 24,682 | $ 15,966 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Principal amount of long-term debt | $ 111,671,000 | |
Long-term debt, net of current portion | $ 0 | 111,671,000 |
Less: Debt issuance costs, net of accretion | (1,471,000) | |
Long-term debt, net of debt issuance costs and current portion | $ 110,200,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Sep. 27, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2019 | Feb. 11, 2019 |
Debt Instrument [Line Items] | |||||
Long-term debt outstanding | $ 0 | $ 111,671,000 | |||
Senior secured revolving credit facility | $ 7,500,000 | ||||
Outstanding letter of credit, cash collateralized | $ 2,200,000 | ||||
Credit Facilities | |||||
Debt Instrument [Line Items] | |||||
Loss on debt extinguishment | (1,200,000) | ||||
Repayments of outstanding borrowings | 114,200,000 | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Credit facility maximum borrowing capacity | 7,500,000 | ||||
Letter of Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings | $ 2,100,000 | ||||
Letter of Credit Facility | JPMorgan Chase Bank, N.A. | |||||
Debt Instrument [Line Items] | |||||
Credit facility maximum borrowing capacity | 7,500,000 | ||||
Initial Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | 75,000,000 | ||||
Delayed Draw Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 35,000,000 | ||||
New Revolving Credit Facility | JPMorgan Chase Bank, N.A. | |||||
Debt Instrument [Line Items] | |||||
Credit facility maximum borrowing capacity | $ 75,000,000 | ||||
Credit facility maturity date | Sep. 27, 2026 | ||||
Credit facility commitment percentage | 0.25% | ||||
Debt issuance costs | $ 1,200,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 27, 2021USD ($)$ / sharesshares | Sep. 10, 2021 | Sep. 30, 2021$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class Of Stock [Line Items] | |||||
Offering expenses | $ | $ 2,912 | ||||
Forward stock split, description | 1-for-3 | ||||
Forward stock split | 0.3333 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 0 | ||
Preferred stock, par value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Common stock, shares authorized | 650,000,000 | 650,000,000 | 0 | ||
Common stock, par value per share | $ / shares | $ 0.001 | $ 0.001 | |||
Common stock, shares, issued | 161,601,915 | 161,601,915 | 0 | ||
Common stock, shares, outstanding | 161,601,915 | 161,601,915 | 0 | ||
General Atlantic, L.P. | |||||
Class Of Stock [Line Items] | |||||
Proceeds from capital contribution | $ | $ 43,200 | ||||
Class A-1 Common Shares | |||||
Class Of Stock [Line Items] | |||||
Stock conversion basis | 1:1 | ||||
Common stock reclassified | 0.9398 | ||||
Additional shares of common stock subscribed | 1,662,917 | ||||
Class A-2 Common Shares | |||||
Class Of Stock [Line Items] | |||||
Stock conversion basis | 1:1 | ||||
Common stock reclassified | 1.1102 | ||||
Class A-3 Common Shares | |||||
Class Of Stock [Line Items] | |||||
Stock conversion basis | 1:1 | ||||
Common stock reclassified | 1 | ||||
Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock shares issued and sold | 13,620,054 | ||||
IPO | |||||
Class Of Stock [Line Items] | |||||
Net proceeds | $ | $ 326,300 | ||||
Underwriting discounts | $ | 22,100 | ||||
Offering expenses | $ | $ 5,700 | ||||
IPO | General Atlantic, L.P. | |||||
Class Of Stock [Line Items] | |||||
Additional shares of common stock subscribed | 288,344 | 288,344 | 288,344 | ||
IPO | Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock shares issued and sold | 13,620,054 | ||||
Share price per share | $ / shares | $ 26 | ||||
Over Allotment Option | Common Stock | |||||
Class Of Stock [Line Items] | |||||
Common stock shares issued and sold | 620,054 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense | $ 17,300 | $ 17,300 | $ 17,300 | |||
Weighted average period over which unrecognized compensation is expected to be recognized | 2 years 9 months 18 days | |||||
Stock based compensation expense | $ 6,603 | $ 166 | $ 7,163 | $ 472 | ||
2021 Incentive Award Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based awards granted to employees vesting period | 4 years | |||||
Stock-based awards expired from date of grant | 10 years | |||||
2021 Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares of common stock reserved for future issuance (in shares) | 2,219,728 | 2,219,728 | 2,219,728 | |||
Award Modification | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted average period over which unrecognized compensation is expected to be recognized | 2 years 7 months 6 days | |||||
Increase in unamortized stock-based compensation expense | $ 12,100 | |||||
Award Modification | Performance-based Vesting | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ 5,700 | |||||
Award Modification | Service-based Vesting | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock based compensation expense | 3,600 | |||||
Common Stock | 2021 Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of common stock outstanding | 1.00% | |||||
Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted average grant date fair value per share of options granted | $ 26 | |||||
Unrecognized stock-based compensation expense | $ 7,500 | $ 7,500 | $ 7,500 | |||
Weighted average period over which unrecognized compensation is expected to be recognized | 3 years 10 months 24 days | |||||
Restricted Stock Units | Common Stock | 2021 Incentive Award Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares of common stock reserved for future issuance (in shares) | 14,798,186 | 14,798,186 | 14,798,186 | |||
Shares available to grant | 14,509,731 | 14,509,731 | 14,509,731 | |||
Percentage of common stock outstanding | 5.00% | |||||
Options to Purchase Common Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total intrinsic value of options exercised | $ 1,500 | $ 700 | $ 3,300 | $ 6,200 | ||
Weighted average grant date fair value per share of options granted | $ 5.59 | $ 1.20 | $ 2.39 | $ 0.82 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Option Grant Using Black-Scholes Option Pricing Model With Assumptions (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract] | ||||
Fair value of common stock/shares | $ 17.23 | $ 3.65 | $ 7.67 | $ 3.05 |
Risk-free interest rate | 1.20% | 0.50% | 1.20% | 0.50% |
Expected volatility | 28.90% | 26.90% | 27.30% | 26.70% |
Expected term (in years) | 7 years 3 months 18 days | 8 years 1 month 6 days | 9 years 3 months 18 days | 8 years 1 month 6 days |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Beginning balance | shares | 9,333,218 | |
Granted | shares | 3,005,910 | |
Exercised | shares | (573,726) | |
Forfeited | shares | (560,336) | |
Ending balance | shares | 11,205,066 | 9,333,218 |
Options exercisable | shares | 3,990,681 | |
Weighted average exercise price, Beginning balance | $ / shares | $ 2.72 | |
Weighted average exercise price, granted | $ / shares | 8.58 | |
Weighted average exercise price, exercised | $ / shares | 1.86 | |
Weighted average exercise price, forfieted | $ / shares | 4.37 | |
Weighted average exercise price, Ending balance | $ / shares | 4.26 | $ 2.72 |
Weighted average exercise price, options exercisable | $ / shares | $ 2.47 | |
Weighted average remaining contractual term (years), beginning | 8 years 4 months 28 days | |
Weighted average remaining contractual term (years), ending | 8 years 3 months | |
Weighted average remaining contractual term (years), options exercisable | 7 years 3 months 7 days | |
Aggregate intrinsic value | $ | $ 333,965 | $ 16,882 |
Aggregate intrinsic value, options exercisable | $ | $ 126,081 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Restricted of Stock Unit Activity (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Beginning balance | 9,333,218 |
Granted | 3,005,910 |
Exercised | (573,726) |
Forfeited | (560,336) |
Ending balance | 11,205,066 |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted | 288,455 |
Ending balance | 288,455 |
Weighted average grant date fair value per share of options granted | $ / shares | $ 26 |
Weighted-Average Grant Date Fair Value, ending | $ / shares | $ 26 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock based compensation expense | $ 6,603 | $ 166 | $ 7,163 | $ 472 |
Cost of Revenue | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock based compensation expense | 152 | 4 | 160 | 11 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock based compensation expense | 5,738 | 133 | 6,192 | 384 |
Selling and Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock based compensation expense | 506 | 20 | 569 | 60 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock based compensation expense | $ 207 | $ 9 | $ 242 | $ 17 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 7.50% | 28.30% | 7.20% | 29.80% |
Statutory rate | 21.00% | 21.00% | 21.00% | 21.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 27, 2021 | Dec. 31, 2020 | Feb. 11, 2019 | Dec. 31, 2018 | |
Loss Contingencies [Line Items] | ||||||||
Operating lease expiration, month and year | 2030-11 | |||||||
Letter of credit for lease security deposit | $ 2,100,000 | $ 2,100,000 | $ 2,100,000 | |||||
Outstanding letter of credit, cash collateralized | $ 2,200,000 | |||||||
Deferred rent | 4,400,000 | 4,400,000 | $ 1,700,000 | |||||
Rent expense | 800,000 | $ 1,100,000 | 3,100,000 | $ 2,800,000 | ||||
Operating lease, sublease income | $ 2,200,000 | |||||||
Operating lease, sublease, expiration month and year | 2025-05 | |||||||
Future minimum payments under other non-cancellable agreements | 1,700,000 | $ 1,700,000 | ||||||
Future minimum payments under other non-cancellable agreements, expected to be paid by December 31, 2021 | 300,000 | 300,000 | ||||||
Future minimum payments under other non-cancellable agreements, expected to be paid by December 31, 2022 | 700,000 | 700,000 | ||||||
Future minimum payments under other non-cancellable agreements, expected to be paid by December 31, 2023 | 500,000 | 500,000 | ||||||
Future minimum payments under other non-cancellable agreements, expected to be paid by December 31, 2024 | 200,000 | 200,000 | ||||||
Stock based compensation expense | 6,603,000 | $ 166,000 | $ 7,163,000 | $ 472,000 | ||||
Office Space | ||||||||
Loss Contingencies [Line Items] | ||||||||
Operating lease expiration, month and year | 2025-05 | |||||||
Operating lease term | 7 years | |||||||
Class A-1 Common Shares | ||||||||
Loss Contingencies [Line Items] | ||||||||
Additional shares of common stock subscribed | 1,662,917 | |||||||
CVR Plan | Invoice Cloud, Inc. | ||||||||
Loss Contingencies [Line Items] | ||||||||
Maximum bonus pool amount | $ 9,500,000 | |||||||
Bonus pool amount outstanding | $ 7,500,000 | $ 7,500,000 | ||||||
Stock based compensation expense | $ 0 | |||||||
CVR Plan | Invoice Cloud, Inc. | Class A-1 Common Shares | Minimum | ||||||||
Loss Contingencies [Line Items] | ||||||||
Cash distribution upon achievement of performance threshold | $ 889,100,000 | |||||||
General Atlantic, L.P. | IPO | ||||||||
Loss Contingencies [Line Items] | ||||||||
Additional shares of common stock subscribed | 288,344 | 288,344 | 288,344 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Payments under Operating Leases (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Remainder of 2021 | $ 1,249 |
2022 | 5,476 |
2023 | 5,592 |
2024 | 5,334 |
2025 | 4,358 |
Thereafter | 18,776 |
Total | $ 40,785 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Restructuring Cost And Reserve [Line Items] | ||||||
Reversal in restructuring expense | $ 330 | $ (2,434) | $ 241 | $ (2,434) | ||
Restructuring liability | 1,200 | $ 1,200 | ||||
Operating lease expiration, month and year | 2030-11 | |||||
Office Space Abandonment | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring charges | $ 2,400 | |||||
Accrued Expenses and Other Current Liabilities | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring liability | 300 | $ 300 | ||||
Other Long-Term Liabilities | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Restructuring liability | 900 | 900 | ||||
Office Space | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Reversal in restructuring expense | 241 | |||||
Restructuring liability | $ 1,227 | $ 1,227 | $ 2,252 | |||
Operating lease expiration, month and year | 2025-05 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Cost And Reserve [Line Items] | ||||
Charges | $ (330) | $ 2,434 | $ (241) | $ 2,434 |
Accrued restructuring as of September 30, 2021 | 1,200 | 1,200 | ||
Office Space | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Accrued restructuring as of December 31, 2020 | 2,252 | |||
Charges | (241) | |||
Cash payments | (825) | |||
Other | 41 | |||
Accrued restructuring as of September 30, 2021 | $ 1,227 | $ 1,227 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Repayment of notes | $ 5,900 | |||
Interest expense | 100 | $ 300 | ||
Cash interest payments | $ 200 | $ 300 | ||
Accrued interest payable | $ 100 | |||
IVR Technologies Group, LLC | ||||
Related Party Transaction [Line Items] | ||||
Unsecured notes payable aggregate amount | $ 2,900 | |||
Interest rate | 8.00% | |||
Interest due maturity date | Jan. 16, 2021 | |||
Global Cloud, Ltd. | ||||
Related Party Transaction [Line Items] | ||||
Unsecured notes payable aggregate amount | $ 3,000 | |||
Interest rate | 7.00% | |||
Interest due maturity date | Mar. 12, 2021 |
Segment and Geographic Inform_3
Segment and Geographic Information - Additional Information (Details) - Segment | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | 2 | |
Maximum | ||
Segment Reporting Information [Line Items] | ||
Percentage of revenue generated from outside the United States | 10.00% | 10.00% |
Percentage of long-lived assets located outside of United States | 10.00% | 10.00% |
Enterprise Solutions | ||
Segment Reporting Information [Line Items] | ||
Percentage of revenue generated | 50.00% | |
SMB Solutions | ||
Segment Reporting Information [Line Items] | ||
Percentage of revenue generated | 50.00% |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Reconciliation of Revenue and Adjusted EBITDA for Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | ||||||||
Total revenue | $ 55,493 | $ 39,026 | $ 154,664 | $ 101,560 | ||||
Adjusted EBITDA | ||||||||
Unallocated corporate expenses | (4,527) | (2,700) | (12,742) | (7,516) | ||||
Total Adjusted EBITDA | 8,672 | 8,920 | 24,355 | 14,205 | ||||
Amortization of intangible assets | (3,900) | (3,900) | (11,700) | (11,600) | ||||
Stock/equity-based compensation | (6,603) | (166) | (7,163) | (472) | ||||
Loss before income taxes | (8,963) | (654) | (8,641) | (9,776) | ||||
Benefit for income taxes | (671) | (185) | (623) | (2,918) | ||||
Net loss and comprehensive loss | (8,292) | $ (211) | $ 485 | (469) | $ (2,964) | $ (3,425) | (8,018) | (6,858) |
Reportable Segment | ||||||||
Revenue | ||||||||
Total revenue | 55,493 | 39,026 | 154,664 | 101,560 | ||||
Adjusted EBITDA | ||||||||
Total Adjusted EBITDA from reportable segments | 13,199 | 11,620 | 37,097 | 21,721 | ||||
Segment Reconciling Items | ||||||||
Adjusted EBITDA | ||||||||
Interest expense, net | (3,486) | (2,390) | (8,086) | (7,498) | ||||
Amortization of intangible assets | (3,901) | (3,900) | (11,701) | (11,623) | ||||
Depreciation | (933) | (349) | (1,919) | (876) | ||||
Transaction-related expenses | (3,014) | (176) | (4,246) | (634) | ||||
Fair value adjustment of acquired deferred revenue | (28) | (159) | (122) | (444) | ||||
Stock/equity-based compensation | (6,603) | (166) | (7,163) | (472) | ||||
Restructuring charges | 330 | (2,434) | 241 | (2,434) | ||||
Enterprise Solutions | Reportable Segment | ||||||||
Revenue | ||||||||
Total revenue | 27,277 | 21,771 | 76,991 | 59,039 | ||||
Adjusted EBITDA | ||||||||
Total Adjusted EBITDA from reportable segments | 3,119 | 4,454 | 9,695 | 7,375 | ||||
SMB Solutions | Reportable Segment | ||||||||
Revenue | ||||||||
Total revenue | 28,216 | 17,255 | 77,673 | 42,521 | ||||
Adjusted EBITDA | ||||||||
Total Adjusted EBITDA from reportable segments | $ 10,080 | $ 7,166 | $ 27,402 | $ 14,346 |