Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2024 shares | |
Document and Entity Information [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Jun. 30, 2024 |
Document Transition Report | false |
Entity File Number | 001-42125 |
Entity Registrant Name | Waystar Holding Corp. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 84-2886542 |
Entity Address, Address Line One | 1550 Digital Drive, #300 |
Entity Address, City or Town | Lehi |
Entity Address State Or Province | UT |
Entity Address, Postal Zip Code | 84043 |
City Area Code | 844 |
Local Phone Number | 492-9782 |
Title of 12(b) Security | Common Stock, par value $0.01 per share |
Trading Symbol | WAY |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | No |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 166,659,634 |
Entity Central Index Key | 0001990354 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | Q2 |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 68,375 | $ 35,580 |
Restricted cash | 12,083 | 9,848 |
Accounts receivable, net of allowance of $5,204 at June 30, 2024 and $5,335 at December 31, 2023 | 147,966 | 126,089 |
Income tax receivable | 11,181 | 6,811 |
Prepaid expenses | 14,758 | 13,296 |
Other current assets | 16,389 | 30,426 |
Total current assets | 270,752 | 222,050 |
Property, plant and equipment, net | 63,035 | 61,259 |
Operating lease right-of-use assets, net | 9,579 | 10,353 |
Intangible assets, net | 1,108,776 | 1,186,936 |
Goodwill | 3,030,013 | 3,030,013 |
Deferred costs | 77,177 | 65,811 |
Other long-term assets | 7,549 | 6,552 |
Total assets | 4,566,881 | 4,582,974 |
Current liabilities | ||
Accounts payable | 50,747 | 45,484 |
Accrued compensation | 23,032 | 23,286 |
Aggregated funds payable | 11,987 | 9,659 |
Other accrued expenses | 11,298 | 10,923 |
Deferred revenue | 10,320 | 10,935 |
Current portion of long-term debt | 12,909 | 17,983 |
Current portion of operating lease liabilities | 4,711 | 4,398 |
Current portion of finance lease liabilities | 862 | 821 |
Total current liabilities | 125,866 | 123,489 |
Long-term liabilities | ||
Deferred tax liability | 130,594 | 174,480 |
Long-term debt, net, less current portion | 1,334,090 | 2,199,678 |
Operating lease liabilities, net of current portion | 12,327 | 14,278 |
Finance lease liabilities, net of current portion | 11,750 | 12,194 |
Deferred revenue-LT | 5,878 | 6,173 |
Other long-term liabilities | 278 | 2,750 |
Total liabilities | 1,620,783 | 2,533,042 |
Commitments and contingencies (Note 18) | ||
Stockholders' equity | ||
Preferred stock $0.01 par value - 100,000,000 and zero shares authorized as of June 30, 2024 and December 31, 2023, respectively; zero shares issued or outstanding as of June 30, 2024 and December 31, 2023, respectively | ||
Common stock $0.01 par value - 2,500,000,000 and 227,000,000 shares authorized at June 30, 2024 and December 31, 2023, respectively; 166,659,634 and 121,679,902 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 1,667 | 1,217 |
Additional paid-in capital | 3,178,697 | 2,234,688 |
Accumulated other comprehensive income (loss) | 11,126 | 15,802 |
Accumulated deficit | (245,392) | (201,775) |
Total stockholders' equity | 2,946,098 | 2,049,932 |
Total liabilities and stockholders' equity | 4,566,881 | 4,582,974 |
Nonrelated Party | ||
Current liabilities | ||
Current portion of long-term debt | 12,577 | 17,454 |
Long-term liabilities | ||
Long-term debt, net, less current portion | 1,301,208 | 2,134,920 |
Related Party | ||
Current liabilities | ||
Current portion of long-term debt | 332 | 529 |
Long-term liabilities | ||
Long-term debt, net, less current portion | $ 32,882 | $ 64,758 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Condensed Consolidated Balance Sheets | ||
Accounts receivable, allowance | $ 5,204 | $ 5,335 |
Preferred stock, shares par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 2,500,000,000 | 227,000,000 |
Common stock, shares issued | 166,659,634 | |
Common stock, shares outstanding | 166,659,634 | 121,679,902 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue | $ 234,543 | $ 195,969 | $ 459,335 | $ 387,052 |
Operating expenses | ||||
Cost of revenue (exclusive of depreciation and amortization expenses) | 80,451 | 60,500 | 155,643 | 119,656 |
Sales and marketing | 45,715 | 31,413 | 79,495 | 61,377 |
General and administrative | 39,955 | 14,478 | 66,090 | 29,159 |
Research and development | 15,901 | 8,249 | 26,221 | 16,575 |
Depreciation and amortization | 44,276 | 44,140 | 88,450 | 88,106 |
Total operating expenses | 226,298 | 158,780 | 415,899 | 314,873 |
Income from operations | 8,245 | 37,189 | 43,436 | 72,179 |
Other expense | ||||
Loss before income taxes | (42,296) | (13,957) | (64,289) | (28,467) |
Income tax benefit | (14,611) | (3,147) | (20,672) | (7,034) |
Net loss | $ (27,685) | $ (10,810) | $ (43,617) | $ (21,433) |
Net Income per share: | ||||
Basic (in dollars per share) | $ (0.21) | $ (0.09) | $ (0.34) | $ (0.18) |
Diluted (in dollars per share) | $ (0.21) | $ (0.09) | $ (0.34) | $ (0.18) |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 133,527,766 | 121,676,273 | 127,601,532 | 121,674,361 |
Diluted (in shares) | 133,527,766 | 121,676,273 | 127,601,532 | 121,674,361 |
Nonrelated Party | ||||
Other expense | ||||
Interest expense | $ (49,195) | $ (49,145) | $ (105,007) | $ (96,291) |
Related Party | ||||
Other expense | ||||
Interest expense | $ (1,346) | $ (2,001) | $ (2,718) | $ (4,355) |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Unaudited Condensed Consolidated Statements of Comprehensive Loss | ||||
Net Income (Loss) | $ (27,685) | $ (10,810) | $ (43,617) | $ (21,433) |
Other comprehensive income, before tax: | ||||
Interest rate swaps | (5,944) | 8,784 | (6,184) | 995 |
Income tax effect: | ||||
Interest rate swaps | 1,443 | (2,065) | 1,508 | (245) |
Other comprehensive income (loss), net of tax | (4,501) | 6,719 | (4,676) | 750 |
Comprehensive income (loss), net of tax | $ (32,186) | $ (4,091) | $ (48,293) | $ (20,683) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Unaudited Condensed Consolidated Statements of Comprehensive Loss | ||||
Amounts reclassified out of accumulated other comprehensive income (loss) into net interest expense | $ 8,695 | $ 7,803 | $ 17,297 | $ 14,096 |
Income tax effects of amounts reclassified out of accumulated other comprehensive income (loss) | $ (2,111) | $ (1,835) | $ (4,200) | $ (3,314) |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance at the beginning (shares) at Dec. 31, 2022 | 121,670,948 | ||||
Balance at the beginning at Dec. 31, 2022 | $ 1,217 | $ 2,225,618 | $ 29,838 | $ (150,441) | $ 2,106,232 |
Changes in stockholder's equity | |||||
Share-based compensation | 4,298 | $ 4,298 | |||
Settlement of common stock options, net of stock option exercises (shares) | 20,218 | 33,154 | |||
Settlement of common stock options, net of stock option exercises | $ 1 | 283 | $ 284 | ||
Repurchase of shares (shares) | (17,314) | ||||
Repurchase of shares | $ (1) | (687) | (688) | ||
Net Income (Loss) | (21,433) | (21,433) | |||
Other comprehensive income | 750 | 750 | |||
Balance at the end (shares) at Jun. 30, 2023 | 121,673,852 | ||||
Balance at the end at Jun. 30, 2023 | $ 1,217 | 2,229,512 | 30,588 | (171,874) | 2,089,443 |
Balance at the beginning (shares) at Mar. 31, 2023 | 121,673,973 | ||||
Balance at the beginning at Mar. 31, 2023 | $ 1,218 | 2,227,853 | 23,869 | (161,064) | 2,091,876 |
Changes in stockholder's equity | |||||
Share-based compensation | 2,148 | 2,148 | |||
Settlement of common stock options, net of stock option exercises (shares) | 17,193 | ||||
Settlement of common stock options, net of stock option exercises | 198 | 198 | |||
Repurchase of shares (shares) | (17,314) | ||||
Repurchase of shares | $ (1) | (687) | (688) | ||
Net Income (Loss) | (10,810) | (10,810) | |||
Other comprehensive income | 6,719 | 6,719 | |||
Balance at the end (shares) at Jun. 30, 2023 | 121,673,852 | ||||
Balance at the end at Jun. 30, 2023 | $ 1,217 | 2,229,512 | 30,588 | (171,874) | 2,089,443 |
Balance at the beginning (shares) at Dec. 31, 2023 | 121,679,902 | ||||
Balance at the beginning at Dec. 31, 2023 | $ 1,217 | 2,234,688 | 15,802 | (201,775) | 2,049,932 |
Changes in stockholder's equity | |||||
Share-based compensation | 39,918 | $ 39,918 | |||
Settlement of common stock options, net of stock option exercises (shares) | 2,420 | 2,420 | |||
Settlement of common stock options, net of stock option exercises | $ 1 | (34) | $ (33) | ||
Repurchase of shares (shares) | (22,688) | ||||
Repurchase of shares | $ (1) | (843) | (844) | ||
Capital distributions | (99) | (99) | |||
Issuance of common stock in initial public offering, net of issuance costs (shares) | 45,000,000 | ||||
Issuance of common stock in initial public offering, net of issuance costs | $ 450 | 905,067 | 905,517 | ||
Net Income (Loss) | (43,617) | (43,617) | |||
Other comprehensive income | (4,676) | (4,676) | |||
Balance at the end (shares) at Jun. 30, 2024 | 166,659,634 | ||||
Balance at the end at Jun. 30, 2024 | $ 1,667 | 3,178,697 | 11,126 | (245,392) | 2,946,098 |
Balance at the beginning (shares) at Mar. 31, 2024 | 121,659,634 | ||||
Balance at the beginning at Mar. 31, 2024 | $ 1,217 | 2,236,350 | 15,627 | (217,707) | 2,035,487 |
Changes in stockholder's equity | |||||
Share-based compensation | 37,390 | 37,390 | |||
Settlement of common stock options, net of stock option exercises | (11) | (11) | |||
Capital distributions | (99) | (99) | |||
Issuance of common stock in initial public offering, net of issuance costs (shares) | 45,000,000 | ||||
Issuance of common stock in initial public offering, net of issuance costs | $ 450 | 905,067 | 905,517 | ||
Net Income (Loss) | (27,685) | (27,685) | |||
Other comprehensive income | (4,501) | (4,501) | |||
Balance at the end (shares) at Jun. 30, 2024 | 166,659,634 | ||||
Balance at the end at Jun. 30, 2024 | $ 1,667 | $ 3,178,697 | $ 11,126 | $ (245,392) | $ 2,946,098 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (43,617) | $ (21,433) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities | ||
Depreciation and amortization | 88,450 | 88,106 |
Share-based compensation | 39,497 | 4,298 |
Provision for bad debt expense | 1,055 | 1,097 |
Loss on extinguishment of debt | 19,016 | |
Deferred income taxes | (42,377) | (26,111) |
Amortization of debt discount and issuance costs | 2,646 | 5,219 |
Other | (99) | |
Changes in: | ||
Accounts receivable | (22,932) | (392) |
Income tax refundable | (4,371) | 4,351 |
Prepaid expenses and other current assets | (2,319) | (2,808) |
Deferred costs | (10,945) | (7,548) |
Other long-term assets | (442) | (293) |
Accounts payable and accrued expenses | 4,392 | 7,181 |
Deferred revenue | (910) | (469) |
Operating lease right-of-use assets and lease liabilities | (864) | (789) |
Other long-term liabilities | 42 | |
Net cash provided by operating activities | 26,180 | 50,451 |
Cash flows from investing activities | ||
Purchase of property and equipment and capitalization of internally developed software costs | (12,428) | (9,482) |
Net cash used in investing activities | (12,428) | (9,482) |
Cash flows from financing activities | ||
Change in aggregated funds liability | 2,327 | 1,150 |
Proceeds from equity offering, net of underwriting discounts | 914,288 | |
Payments of third-party IPO issuance costs | (1,982) | |
Repurchase of shares | (844) | (687) |
Proceeds from exercise of common stock | (33) | 283 |
Proceeds from issuances of debt, net of creditor fees | 535,209 | |
Payments on debt | (1,425,874) | (8,991) |
Third-party fees paid in connection with issuance of new debt | (1,410) | |
Finance lease liabilities paid | (403) | (411) |
Net cash provided by (used in) financing activities | 21,278 | (8,656) |
Increase in cash and cash equivalents during the period | 35,030 | 32,313 |
Cash and cash equivalents and restricted cash-beginning of period | 45,428 | 72,636 |
Cash and cash equivalents and restricted cash-end of period | 80,458 | 104,949 |
Supplemental disclosures of cash flow information | ||
Interest paid | 82,264 | 94,648 |
Cash taxes paid (refunds received), net | 26,141 | 5,559 |
Non-cash investing and financing activities | ||
Fixed asset purchases in accounts payable | 363 | 420 |
Unpaid third-party IPO issuance costs | 1,354 | |
Balance sheet | ||
Cash and cash equivalents | 68,375 | 95,738 |
Restricted cash | 12,083 | 9,211 |
Total | $ 80,458 | $ 104,949 |
Business
Business | 6 Months Ended |
Jun. 30, 2024 | |
Business | |
Business | 1. Business Waystar Holding Corp. (“Waystar”, “we” or “our”) is a provider of mission-critical cloud technology to healthcare organizations. Our enterprise-grade platform transforms the complex and disparate processes comprising healthcare payments received by healthcare providers from payers and patients, from pre-service engagement through post-service remittance and reconciliation. Our platform enhances data integrity, eliminates manual tasks, and improves claim and billing accuracy, which results in better transparency, reduced labor costs, and faster, more accurate reimbursement and cash flow. The market for our solutions extends throughout the United States and includes Puerto Rico and other U.S. Territories. Risks and Uncertainties— On occasion, we enter into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, we indemnify, hold harmless, and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent, or other intellectual property infringement claim by any third-party with respect to its technology. The terms of these indemnification agreements are generally perpetual any time after the execution of the agreement. The maximum potential future payments we could be required to make under these agreements is not determinable because it involves claims that may be made against us in the future but have not yet been made. Historically, we have not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. We have entered into agreements with our directors or officers that may require us to indemnify them against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from their willful misconduct. No liability associated with such indemnifications was recorded as of June 30, 2024 and December 31, 2023. Reverse Stock Split On May 15, 2024, we effected a 0.605-for-1 reverse stock split of our common stock and a 0.605-for-1 reverse stock split of our Class A common stock. The reverse stock split did not result in an adjustment to the par value of common stock or Class A common stock. The reverse stock split was originally made effective on May 15, 2024 with a 0.62-for-1 ratio and this was retroactively amended on May 22, 2024 which updated the ratio to 0.605-for-1. All references in the accompanying condensed consolidated financial statements and related Note 13, Note 15, and Note 17 have been updated to reflect the effects of the reverse stock split at the amended 0.605-for-1 ratio. The number of shares of common stock, Class A common stock, additional paid-in-capital, options to purchase common stock, and loss per share amounts, which are presented and disclosed in the financial statements and aforementioned footnotes, have been restated on a retroactive basis for all periods presented to reflect the effects of this action. Initial Public Offering In June 2024, we completed our initial public offering (“IPO”) in which we issued and sold 45,000,000 shares of our common stock at $21.50 per share. We received total proceeds of $914.3 million after deducting the underwriters’ discounts and commissions of $53.2 million. Deferred offering costs, which consist of direct incremental legal, accounting and other third-party fees that are directly related to the IPO, were capitalized and offset against proceeds upon the consummation of the IPO. Through the date of the IPO, we had capitalized $8.8 million of deferred offering costs, of which $1.4 million were unpaid as of June 30, 2024. These costs were offset against proceeds upon the consummation of the IPO. As part of the IPO we granted the underwriters the right, for a period of 30 days from the date of the prospectus, to purchase up to 6,750,000 additional shares of common stock from us at the initial public offering price less the underwriting discount. We used the net proceeds from the IPO to repay $909.1 million of outstanding principal indebtedness under our First Lien Credit Facility. See Note 10 below for details. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Financial Statement Presentation The financial statements include the consolidated balance sheets, statements of operations, statements of comprehensive loss, statements of changes in stockholders’ equity, and statements of cash flows of Waystar and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited consolidated financial statements and notes have been prepared in accordance with GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the Company’s financial position, results of operations, changes in stockholders’ equity and cash flows. The results of operations for the six months ended June 30, 2024 are not necessarily indicative of the results for the full year or the results for any future periods. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2023 in the prospectus filed with the SEC on June 6, 2024 (the “Prospectus”). We operate as a single business unit. As such, we report our results as a single operating segment that encompasses our entire organization. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition, including estimated expected customer life; (2) recoverability of accounts receivable and taxes receivable; (3) impairment assessment of goodwill and long-lived intangible assets; (4) fair value of intangibles acquired in business combinations; (5) litigation reserves; (6) depreciation and amortization; (7) fair value of stock options issued to employees and assumed as part of business combinations; (8) fair value of interest rate swaps; and (9) leases, including incremental borrowing rate. Future events and their effects cannot be predicted with certainty, and accordingly, accounting estimates require the exercise of judgment. We evaluate and update assumptions and estimates on an ongoing basis and may employ outside experts to assist in evaluations. Actual results could differ from the estimates used. Revenue Recognition We derive revenue primarily from providing access to our solutions for use in the healthcare industry and in doing so generate two types of revenue: (i) subscription revenue and (ii) volume-based revenue, which account for 99% of total revenue for all periods presented. We also derive revenue from implementation fees for our software, as well as hardware sales to facilitate patient payments. We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers ● identification of the contract, or contracts, with a client; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation Our customers, referred to as clients elsewhere in this report, represent healthcare providers across all types of care settings, including physician practices, clinics, surgical centers, and laboratories, as well as large hospitals and health systems. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The length of our contracts vary but are typically two three years Revenue from our subscription services as well as from our volume-based services represents a single promise to provide continuous access (i.e., a stand-ready obligation) to our software solutions in the form of a service. Our software products are made available to our clients via a cloud-based, hosted platform where our clients do not have the right or practical ability to take possession of the software. As each day of providing access to the software solutions is substantially the same and the client simultaneously receives and consumes the benefits as services are provided, these services are viewed as a single performance obligation comprised of a series of distinct daily services. Revenue from our subscription services is recognized over time on a ratable basis over the contract term beginning on the date that the service is made available to the client. Volume-based services are priced based on transaction, dollar volume or provider count in a given period. Given the nature of the promise is based on unknown quantities or outcomes of services to be performed over the contract term, the volume-based fee is determined to be variable consideration. The volume-based transaction fees are recognized each day using a time- elapsed output method based on the volume or transaction count at the time the clients’ transactions are processed. Our other services are generally related to implementation activities across all solutions and hardware sales to facilitate patient payments. Implementation services are not considered performance obligations as they do not provide a distinct service to clients without the use of our software solutions. As such, implementation fees related to our solutions are billed upfront and recognized ratably over the contract term. Implementation fees and hardware sales represent less than 1% of total revenue for all periods presented. Our contracts with clients typically include various combinations of our software solutions. Determining whether such software solutions are considered distinct performance obligations that should be accounted for separately versus together requires significant judgment. Specifically, judgment is required to determine whether access to the Company’s SaaS solutions is distinct from other services and solutions included in an arrangement. We follow the requirements of ASC 606-10-55-36 through -40, Revenue from Contracts with Customers, Principal Agent Considerations, in determining the gross versus net revenue presentations for our performance obligations in the contract with a client. Revenue recorded where we act in the capacity of a principal is reported on a gross basis equal to the full amount of consideration to which we expect in exchange for the good or service transferred. Revenue recorded where we act in the capacity of an agent is reported on a net basis, exclusive of any consideration provided to the principal party in the transaction. The principal versus agent evaluation is a matter of judgment that depends on the facts and circumstances of the arrangement and is dependent on whether we control the good or service before it is transferred to the client or whether we are acting as an agent of a third party. This evaluation is performed separately for each performance obligation identified. For the majority of our contracts, we are considered the principal in the transaction with the client and recognize revenue gross of any related channel partner fees or costs. We have certain agency arrangements where third parties control the goods or services provided to a client and we recognize revenue net of any fees owed to these third parties. Payment terms and conditions vary by contract type, although our standard payment terms generally require payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of payment, we have determined our contracts do not generally include a significant financing component. The primary purpose of our invoicing terms is to provide clients with simplified and predictable ways of purchasing our products and services, not to receive financing from our clients or to provide clients with financing. Contract Costs Incremental Costs of Obtaining a Contract Incremental costs of obtaining a contract primarily include commissions paid to our internal sales personnel. We consider all such commissions to be both incremental and recoverable since they are only paid when a contract is secured. These capitalized costs are amortized on a straight-line basis over the expected period of benefit, which is determined based on the average customer life, which includes anticipated renewals of contracts. As of June 30, 2024 and December 31, 2023, the total unamortized costs reported as deferred costs on our balance sheet amounted to $28.3 million and $22.8 million, respectively, for internal sales commissions. For the three months ended June 30, 2024 and 2023, amortization related to the sales commission asset was $2.6 million and $1.8 million, respectively. For the six months ended June 30, 2024 and 2023, amortization related to the sales commission asset was $5.0 million and $3.5 million, respectively. The aforementioned amortization amounts are included in sales and marketing in our consolidated statements of operations. Costs to Fulfill a Contract We capitalize costs incurred to fulfill contracts that i) relate directly to the contract, ii) are expected to generate resources that will be used to satisfy performance obligations under the contract, and iii) are expected to be recovered through revenue generated under the contract. Costs incurred to implement clients on our solutions (e.g., direct labor) are capitalized and amortized on a straight-line basis over the estimated customer life if we expect to recover those costs. As of June 30, 2024 and December 31, 2023, the total unamortized costs reported as deferred costs on our balance sheet amounted to $48.8 million and $43.0 million, respectively, for fulfillment costs. For the three months ended June 30, 2024 and 2023, amortization related to the fulfillment cost asset was $3.0 million and $2.1 million, respectively. For the six months ended June 30, 2024 and 2023, amortization related to the fulfillment cost asset was $5.7 million and $4.0 million, respectively. The aforementioned amortization amounts are included in the costs of revenue in our consolidated statements of operations. There were no impairment losses relating to deferred costs during the periods presented. Channel Partners We account for fees paid to channel partners within sales and marketing expenses in the accompanying statements of operations. For the three months ended June 30, 2024 and 2023, we recorded fees to all channel partners of $16.1 million and $13.0 million, respectively. For the six months ended June 30, 2024 and 2023, we recorded fees to all channel partners of $30.6 million and $25.8 million, respectively. As we are primarily responsible for contracting with and fulfilling contracts for the end user, we record revenue gross of related channel partner fees. Deferred Offering Costs We capitalize within other assets certain legal, accounting and other third-party fees that are directly related to our in-process equity financings, including the planned initial public offering, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses. Through June 6, 2024, the effective date of our Prospectus, we had capitalized $8.8 million of deferred offering costs, which were charged to shareholders’ equity upon the completion of the IPO (see Note 1). As of December 31, 2023, deferred offering costs capitalized were $5.4 million. Goodwill We account for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. We account for goodwill under the provisions of ASC 350, Intangibles—Goodwill and Other. Goodwill is evaluated for impairment annually on October 1st or whenever there is an impairment indicator. There was no impairment to goodwill during the six months ended June 30, 2024 and 2023, respectively. Refer to Note 6 for more information on goodwill. Debt Issuance Costs Debt issuance costs, net of amortization, are reflected on our balance sheet as a direct reduction in the carrying amount of our long-term debt. In addition, debt issuance costs, net of amortization, related to our revolver debt are included in other assets. Debt issuance costs include fees paid to creditors and third party fees incurred for the issuance of new debt. Debt issuance costs are amortized over the respective term of the debt instruments using the effective interest method, and amortization charges are included in interest expense. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting-Improvements to Reportable Segment Disclosures.” The standard is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. For public business entities, the ASU will be effective for annual periods beginning after December 15, 2023. The guidance will be applied retrospectively unless it is impracticable to do so. Early adoption is permitted. We are currently evaluating the effect of the adoption of this amendment on our consolidated and condensed consolidated financial statements. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Improvements to Income Tax Disclosures”, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. For public business entities, the ASU will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. We are currently evaluating the effect of the adoption of this amendment on our consolidated and condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2024 | |
Revenue Recognition | |
Revenue Recognition | 3. Revenue Recognition Disaggregation of Revenue The following table presents revenues disaggregated by revenue type and the timing of revenue recognition (in thousands): Three months ended June 30, Six months ended June 30, Recognition 2024 2023 2024 2023 Subscription revenue Over time $ 112,349 $ 99,378 $ 218,428 $ 195,768 Volume-based revenue Over time 120,900 95,771 238,044 189,776 Implementation services and other revenue Various 1,294 820 2,863 1,508 Total revenues $ 234,543 $ 195,969 $ 459,335 $ 387,052 Contract Liabilities We derive our revenue from contracts with clients primarily through subscription fees and volume-based fees. Our payment terms with the client generally comprise an initial payment for implementation services, which includes client enrollment and the setup of contracted solutions on our platform. These implementation fees are due upon contract execution. Additionally, subscription fees are earned on an ongoing basis, which are invoiced monthly. Client payments received in advance of fulfilling the corresponding performance obligations are recorded as contract liabilities. Implementation fees are recognized over the customer life, with any unrecognized amounts deferred as contract liabilities. These amounts are reported as deferred revenue on our consolidated balance sheet. The following table presents activity impacting deferred revenue balances (in thousands): June 30, December 31, 2024 2023 Beginning balance $ 17,108 $ 16,454 Revenue recognized (9,532) (9,900) Additional amounts deferred 8,622 10,554 Ending balance $ 16,198 $ 17,108 Transaction Price Allocated to Remaining Performance Obligations At June 30, 2024, the transaction price related to unsatisfied performance obligations that are expected to be recognized for the next 12 months and greater than 12 months was $48.4 million and $35.1 million, respectively. The transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) for executed contracts does not include revenue related to performance obligations that are part of a contract with an original expected duration of one year or less. Additionally, the balance does not include variable consideration that is allocated entirely to wholly unsatisfied promises that form part of a single performance obligation comprised of a series of distinct daily services. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations and changes in the timing and scope of contracts, arising from contract modifications. |
Fair Value Measurements and Dis
Fair Value Measurements and Disclosures | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements and Disclosures | |
Fair Value Measurements and Disclosures | 4. Fair Value Measurements and Disclosures The following table presents the fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis (in thousands): Balance Sheet Classification Carrying Value Level 1 Level 2 Level 3 June 30, 2024 Financial assets: Interest rate swaps Other current assets; other long-term assets $ 14,694 $ — $ 14,694 $ — December 31, 2023 Financial assets: Interest rate swaps Other current assets $ 23,350 $ — $ 23,350 $ — Financial liabilities: Interest rate swaps Other long-term liabilities $ 2,472 $ — $ 2,472 $ — The fair values of our interest rate swaps are based on the sum of all future net present value cash flows. The future cash flows are derived based on the terms of our interest rate swaps, as well as considering published discount factors, and projected SOFR. The fair value of long-term debt was determined using the present value of future cash flows based on the borrowing rates currently available for debt with similar terms and maturities. The carrying value of our first lien term loan facility was $1,290.9 million and $1,730.8 million compared to a fair value of $1,290.9 million and $1,735.1 million at June 30, 2024 and December 31, 2023, respectively. As of June 30, 2024, there is no balance for our second lien term loan facility given the paydown outlined below in Note 10. The carrying value of our second lien term loan facility approximated fair value at December 31, 2023. There were no transfers in or out of Level 3 during the periods presented. As of June 30, 2024 and December 31, 2023, the carrying value of cash equivalents, accounts receivable, accounts payable, accrued liabilities, and other current assets and liabilities approximates fair value due to the short maturities of these instruments. Swaps are Level 2 instruments whose fair value is derived from discounted cash flows adjusted for nonperformance risk. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
Property and Equipment, Net | |
Property and Equipment, Net | 5. Property and Equipment, Net The balances of the major classes of property and equipment are as follows (in thousands): June 30, 2024 December 31, 2023 Building $ 19,653 $ 19,653 Computer hardware 38,546 35,006 Capitalized internal-use software 31,477 25,567 Purchased computer software 22,536 22,079 Furniture and fixtures 3,100 2,980 Office equipment 231 211 Leasehold improvements 8,352 8,255 Capital lease asset 2,994 2,994 Construction in progress — 15 Internal-use software in progress 15,564 13,626 142,453 130,386 Accumulated depreciation (79,418) (69,127) $ 63,035 $ 61,259 Depreciation of fixed assets, including the amortization of capitalized software, for the three months ended June 30, 2024 and 2023 was $5.2 million and $3.8 million, respectively. Depreciation of fixed assets, including the amortization of capitalized software, for the six months ended June 30, 2024 and 2023 was $10.3 million and $7.5 million, respectively. We capitalized $4.0 million and $7.8 million in software development costs for the three and six months ended June 30, 2024, respectively. Amortization of capitalized software was $2.4 million and $1.3 million for the three months ended June 30, 2024 and 2023, respectively, and was $4.7 million and $2.5 million for the six months ended June 30, 2024 and 2023, respectively. The net book value of capitalized software development costs was $26.5 million and $23.4 million as of June 30, 2024 and December 31, 2023, respectively. There were no impairments of property and equipment for the three and six months ended June 30, 2024 and 2023, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | 6. Goodwill and Other Intangible Assets Goodwill has a balance of $3.0 billion as of both June 30, 2024 and December 31, 2023. There were no additions, disposals or impairments to goodwill during the three and six months ended June 30, 2024 and 2023. Amortization for definite-lived intangible assets is as follows (in thousands, except useful life): Weighted- Net Average Gross Carrying Accumulated Carrying Remaining Amount Amortization Value Useful Life As of June 30, 2024 Customer relationships $ 1,429,400 $ (393,288) $ 1,036,112 11.5 Purchased developed technology 301,100 (250,083) 51,017 3.3 Tradenames and trademarks 40,700 (19,053) 21,647 5.2 Total $ 1,771,200 $ (662,424) $ 1,108,776 As of December 31, 2023 Customer relationships $ 1,429,400 $ (345,848) $ 1,083,552 12.3 Purchased developed technology 301,100 (221,558) 79,542 3.0 Tradenames and trademarks 40,700 (16,857) 23,842 6.0 Total $ 1,771,200 $ (584,263) $ 1,186,936 Amortization expense was $39.1 million and $40.3 million for the three months ended June 30, 2024 and 2023, respectively, and was $78.2 million and $80.6 million for the six months ended June 30, 2024 and 2023, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Leases | 7. Leases Finance lease right-of-use assets of $15.2 million and $16.0 million as of June 30, 2024 and December 31, 2023, respectively, are included in property and equipment, net on the consolidated balance sheet. The following table presents components of lease expense for the three and six months ended June 30, 2024 and 2023, respectively (in thousands): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Finance lease cost Amortization of right-of-use assets $ 397 $ 396 $ 794 $ 793 Interest on lease liabilities 189 201 382 404 Operating lease cost 860 976 1,773 1,847 Variable lease cost 109 (50) 151 100 Short-term lease 159 177 366 446 Total lease cost $ 1,714 $ 1,700 $ 3,466 $ 3,590 Maturities of lease liabilities as of June 30, 2024 are as follows (in thousands): Operating L eases Finance L eases 2024 $ 2,712 $ 787 2025 5,239 1,604 2026 4,342 1,641 2027 2,004 1,678 2028 1,845 1,714 Thereafter 2,764 9,309 Total future minimum lease payments 18,906 16,733 Less: Interest 1,868 4,121 Total $ 17,038 $ 12,612 Supplemental cash flow information related to leases for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,295 $ 1,373 $ 2,637 $ 2,636 Financing cash flows for financing leases 394 387 785 843 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 594 $ — $ 594 $ 1,768 Supplemental balance sheet information related to leases as of June 30, 2024 and December 31, 2023 are as follows: June 30, 2024 December 31, 2023 Weighted average remaining lease term (years): Operating leases 4.4 4.9 Financing leases 9.6 10.1 Weighted average discount rate: Operating leases 4.6 4.4 Financing leases 5.9 5.9 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Taxes | |
Income Taxes | 8. Income Taxes We recognized income tax benefit of $14.6 million and $3.1 million for the three months ended June 30, 2024 and 2023, respectively, based on the quarter-to-date pre-tax income. We recognized income tax benefit of $20.7 million and $7.0 million for the six months ended June 30, 2024 and 2023, respectively, based on the year-to-date pre-tax income. The Company’s effective income tax rate was 34.7% and 22.0% for the three months ended June 30, 2024 and 2023, respectively, and was 32.2% and 24.4% for the six months ended June 30, 2024 and 2023, respectively. Differences in the effective tax and statutory federal income tax rate of 21% are driven by state income taxes, research and development credit claimed, and offset by permanent differences. |
Accounts Receivable Securitizat
Accounts Receivable Securitization | 6 Months Ended |
Jun. 30, 2024 | |
Accounts Receivable Securitization | |
Accounts Receivable Securitization | 9. Accounts Receivable Securitization As of June 30, 2024 and December 31, 2023, we had $70 million outstanding under a receivables financing agreement with a counterparty as the lender, which provides for a three-year receivables facility with a limit of $80 million (the “Receivables Facility”). Pursuant to the Receivables Facility, we sell and/or contribute current and future receivables to Waystar RC, LLC as the Special Purpose Entity (“SPE”). The SPE, in turn, pledges its interests in the receivables to the counterparty, which either makes loans or issues letters of credit on behalf of the SPE. All receivables remain on our balance sheet as they continue to be the property of our consolidated entities under the securitization. The interest rate under the Receivables Facility is 2.36% per annum above the SOFR rate with a minimum base of 0%. The SOFR is adjusted each thirty-day period to the thirty-day SOFR rate. Interest under the Receivables Facility is paid monthly in arrears. At June 30, 2024, the effective interest rate for the Receivables Facility is 7.70%. All principal under the Receivables Facility is due on October 31, 2026. The Receivables Facility contains certain covenants which, among other things, require we maintain certain collection thresholds with respect to our accounts receivable. We were in compliance with all such debt covenants during the periods presented. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt | |
Debt | 10. Debt On February 9, 2024, we executed the Eighth Amendment to the First Lien Credit Agreement whereby we extended the maturity date of the First Lien Credit Facility to October 22, 2029 and refinanced the outstanding balance of the facility resulting in a new outstanding loan balance of $2.2 billion (“February 2024 First Lien Refinancing”). We utilized proceeds from the amended First Lien Credit Facility to paydown the remaining principal and interest on the Second Lien Credit Facility (“February 2024 Second Lien Paydown”). In connection with the closing of the IPO in June 2024 (See Note 1), we repaid $909.1 million outstanding principal and $2.8 million accrued interest on our First Lien Credit Facility. Subsequent to this paydown, the remaining principal outstanding on the First Lien Credit Facility is $1.29 billion (“June 2024 First Lien Paydown”). Additionally on June 27, 2024, we entered into the Ninth Amendment to the First Lien Credit Agreement whereby the outstanding balance was repriced bearing an interest rate of 2.75% per annum above the SOFR rate Debt instruments consist primarily of term notes, revolving lines of credit, and a Receivables Facility as follows (in thousands): June 30, December 31, 2024 2023 First lien term loan facility outstanding debt $ 1,290,900 $ 1,730,816 Second lien term loan facility outstanding debt — 448,000 Receivables facility outstanding debt 70,000 70,000 Total outstanding debt 1,360,900 2,248,816 Unamortized debt issuance costs (13,901) (31,155) Current portion of long-term debt (12,909) (17,983) Total long-term debt, net $ 1,334,090 $ 2,199,678 The maturity of long-term principal payments (excluding debt discount) at June 30, 2024 is as follows (in thousands): 2024 $ 6,455 2025 12,909 2026 82,909 2027 12,909 2028 12,909 Thereafter 1,232,809 $ 1,360,900 As of June 30, 2024 and December 31, 2023, there is no outstanding balance on our revolving credit facility. The interest rate under the revolving credit facility is 3.00% per annum above the SOFR rate with a minimum base of 0.00%. The SOFR is adjusted each thirty-day period to the thirty-day SOFR rate. At June 30, 2024, the effective interest rate for the revolving credit facility is 8.34%. The interest rate under the amended First Lien Credit Facility is 2.75% per annum above the SOFR rate with a minimum base of 0.00%. The SOFR is adjusted each thirty-day period to the thirty-day SOFR Principal on the First Lien Credit Facility is payable in 21 equal quarterly installments with the remaining balance to be paid on October 22, 2029. As of June 30, 2024, there are 21 payments remaining. The First Lien Credit Agreement contains certain covenants which, among other things, restrict our ability to incur additional indebtedness. We were in compliance with such debt covenants as of June 30, 2024. In connection with the February 2024 First Lien Refinancing, we capitalized creditor fees of $2.8 million and $1.4 million of third-party fees in connection with the issuance of new debt. Additionally, we recorded $10.3 million in third party fees that were expensed immediately, which were recorded in general and administrative expense in our condensed consolidated statements of operations. As part of the February 2024 Second Lien Paydown, we recorded a loss on extinguishment of $8.0 million for the three and six months ended June 30, 2024. As part of the February 2024 First Lien Refinancing, we recorded a loss on extinguishment $0.9 million for the six months ended June 30, 2024. Losses on extinguishment were recorded within interest expense in our condensed consolidated statements of operations. In connection with the June 2024 First Lien Paydown, we recorded a loss on extinguishment of $9.8 million for the three and six months ended June 30, 2024. As part of the June 2024 First Lien Repricing, we recorded $2.5 million in third party fees that were expensed immediately, which were recorded in general and administrative expenses in our condensed consolidated statements of operations. We also recorded a loss on extinguishment of $0.3 million for the three and six months ended June 30, 2024 related to the June 2024 First Lien Repricing. We had unamortized debt issuance costs of $13.9 million and $31.2 million as of June 30, 2024 and December 31, 2023, respectively. In connection with the Revolving Credit Facility, unamortized debt issuance costs were $2.1 million and $2.4 million as of June 30, 2024 and December 31, 2023, respectively. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | 11. Derivative Financial Instruments To mitigate the risk of a rise in interest rates on the First Lien Credit Facility, we entered into two interest rate swaps on October 13, 2021 and January 13, 2023. We attempt to minimize our interest risk exposure by fixing our rate through the utilization of interest rate swaps, which are derivative instruments. The interest rate swaps mitigate the exposure on the variable component of interest on our First Lien Credit Facility. Our swaps are entered into with financial institutions that participate in the First Lien Credit Facility. By using a derivative instrument to hedge exposures to changes in interest rates, we expose ourselves to credit risk due to the possible failure of the counterparty to perform under the terms of the derivative contract. As of June 30, 2024 and December 31, 2023, we have the following interest rate swap agreements designated as a hedging instruments: Effective Dates Floating Rate Debt Fixed Rates October 29, 2021 through October 31, 2024 $ 604.1 million 0.67 % January 31, 2023 through January 31, 2026 $ 506.7 million 3.87 % The gain or loss on the swaps is recognized in accumulated other comprehensive loss and reclassified into earnings as adjustments to interest expense in the same period or periods during which the swaps affect earnings. Gains or losses on the swaps representing hedge components excluded from the assessment of effectiveness are recognized in current earnings. The effect of derivative instruments designated as hedging instruments on the accompanying consolidated financial statements is as follows (in thousands): Total interest Amount of Gain or Location of Gain or Amount of Gain or Expense on (Loss) Recognized (Loss) Reclassified (Loss) Reclassified Consolidated in AOCI/AOCL on from AOCI/AOCL from AOCI/AOCL Statements of Derivatives - Cash Flow Hedging Relationships Derivative into Income into Income Operations Interest rate swaps: Three months Ended June 30, 2024 $ (4,501) Interest expense $ 8,695 $ (50,541) Three months Ended June 30, 2023 $ 6,719 Interest expense $ 7,803 $ (51,146) Six months Ended June 30, 2024 $ (4,676) Interest expense $ 17,297 $ (107,725) Six months Ended June 30, 2023 $ 750 Interest expense $ 14,096 $ (100,646) The net amount of accumulated other comprehensive income expected to be reclassified to interest income in the next twelve months is $10.5 million. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions | |
Related Party Transactions | 12. Related Party Transactions At June 30, 2024 and December 31, 2023, we had $33.2 million and $65.3 million, respectively, of outstanding debt as part of the first lien term loan facility from Bain Affiliated Funds and CPPIB Credit Investments III Inc., affiliates of Bain Capital LP and Canada Pension Plan Investment Board (“Affiliated Debtholders”). Interest expense associated with and paid to Affiliated Debtholders was $1.3 million and $2.0 million for the three months ended June 30, 2024 and 2023, respectively, and $2.7 million and $4.4 million for the six months ended June 30, 2024 and 2023, respectively. Canada Pension Plan Investment Board has an ownership interest in us and a significant interest in the landlord that leases us office space under an operating lease agreement in Houston, Texas. For the three months ended June 30, 2024 and 2023, we expensed $0.1 million and $0.1 million, respectively, and for the six months ended June 30, 2024 and 2023, we expensed $0.1 million and $0.1 million, respectively, for this office space lease in general and administrative expense. Bain Capital LP has an ownership interest in us and a significant interest in some clients for whom we provide software solutions. For the three months ended June 30, 2024 and 2023, we earned revenue of $0.4 million and $0.4 from four clients, respectively, and for the six months ended June 30, 2024 and 2023, we earned $0.8 million and $0.8 million from four clients, respectively. They also have an ownership interest in us and a significant interest in a vendor that provides us with software solutions. For the three months ended June 30, 2024 and 2023, we expensed $0.1 million and $0.1 million, respectively, and for the six months ended June 30, 2024 and 2023, we expensed $0.2 million and $0.2 million, respectively, for software services from this vendor in cost of revenue expense. |
Common and Preferred Stock
Common and Preferred Stock | 6 Months Ended |
Jun. 30, 2024 | |
Common and Preferred Stock | |
Common and Preferred Stock | 13. Common and Preferred Stock Prior to the IPO, we authorized the issuance of 225,000,000 shares of common stock, par value $0.01 per share and 2,000,000 shares of Class A common stock, par value $0.01 per share. There were 121,243,101 common stock shares issued outstanding outstanding In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective on June 10, 2024, which authorizes the issuance of 2,500,000,000 shares of common stock, par value $0.01 per share, and 100,000,000 shares of preferred stock, par value $0.01 per share. The shares of preferred stock have rights and preferences, including voting rights, designated from time to time by the Board of Directors. In connection with the amendment and restatement of the Company’s certificate of incorporation effective on the IPO date, the Class A common stock shares were automatically reclassified as, and became, one share of common stock. There were 166,659,634 common stock shares issued and outstanding outstanding |
Retirement Plans
Retirement Plans | 6 Months Ended |
Jun. 30, 2024 | |
Retirement Plans | |
Retirement Plans | 14. Retirement Plans We maintain qualified 401(k) plans which cover substantially all employees meeting certain eligibility requirements. Participants may contribute a portion of their compensation to the plans, up to the maximum amount permitted under Section 401(k) of the Internal Revenue Code. Under these plans, we contribute various percentages of employees’ salaries to the plans. Total expenses included in operating expenses in the accompanying consolidated statement of operations related to the plans were $1.3 million and $1.0 million for the three months ended June 30, 2024 and 2023, respectively, and $2.4 million and $2.1 million for the six months ended June 30, 2024 and 2023, respectively. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Stock-based Compensation | |
Stock-based Compensation | 15. Stock-based Compensation Equity incentive plans On October 22, 2019, the Board of Directors approved the Waystar Holding Corp. 2019 Stock Incentive Plan (“2019 Waystar Holding Plan”). Under this plan, we can issue up to 9.9 million options or other equity awards. The granted awards contain service criteria, performance criteria, market conditions, or a combination thereof for vesting and have a 10-year contractual term. Options with a service condition generally vest over 5 years with 20% vesting in equal vesting installments. Options with a performance condition and a market condition vest based upon a change in control, initial public offering, or a sponsor distribution or deemed return if the investors have achieved specified levels of return on investment. In addition, as part of a change in control in 2019, 3.8 million fully vested rollover options remain outstanding. The Board of Directors approved the Waystar Holding Corp. 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”), effective as of June 6, 2024, the date of pricing of our IPO. Under this plan, we can issue non-qualified stock options, incentive stock options, stock appreciation rights, restricted shares of the Company’s Common Stock, restricted stock units, and other equity-based awards tied to the value of the Company’s shares. Under this plan, we can issue up to 10 million options and other equity awards. The number of shares available to be issued automatically increases on the first day of each fiscal year beginning next year by a number of shares equal to the lesser of the positive difference, if any, between 5% of the outstanding common stock on the last day of the immediately preceding fiscal year, minus the plan share reserve on the last day of the immediately preceding fiscal year or such lesser number of shares as may be determined by the Board of Directors. Options with a service condition generally vest over 5 years with 20% vesting in equal vesting installments. The restricted stock units (“RSUs”) under the 2024 Equity Incentive Plan generally vest over 4 or 5 years with 25% or 20% vesting, respectively, in equal vesting installments. As of June 30, 2024, 4.7 million shares were available for future grants under the plan. The Board of Directors approved the Waystar Holding Corp. 2024 Employee Stock Purchase Plan (the “ESPP”), effective as of June 6, 2024, the date of pricing of our IPO On June 6, 2024, the effective date of our Prospectus, the Board of Directors approved the Waystar Holding Corp. 2024 Employee Stock Purchase Plan (the “ESPP”). A total of 3,250,000 shares of common stock are initially reserved for the ESPP. The number of shares available to be issued for the ESPP will automatically increase each fiscal year beginning next year by a number of shares equal to the lesser of the positive difference, if any, between 1% of the outstanding common stock on the last day of the immediately preceding fiscal year and the number of shares of common stock available for the issuance of shares pursuant to the plan on the last day of the immediately preceding fiscal year or such lesser number of shares as may be determined by the Board of Directors. The number of shares available to be issued for the ESPP will not exceed 27,000,000 as outlined in the plan agreement. As of June 30, 2024, the ESPP has not been made available to employees and no shares have been issued. Stock Options We utilize the Black-Scholes option pricing model to estimate the fair value of the service condition options under all plans and the Monte Carlo pricing model to estimate the fair value of the performance condition options under the 2019 Waystar Holding Corp. Plan. We value both types of options at the grant date using the following assumptions: ● Risk-free interest rate — reflects the average rate on the United States Treasury bond with maturity equal to the expected term of the option; ● Expected dividend yield — as we do not currently pay dividends or expect to pay dividends in the near future, the expected dividend yield is zero ; ● Expected term of stock award – under the 2024 Equity Incentive Plan, we utilized the simplified method due to the lack of historical experience activity for our Company. The simplified method calculates the expected term as the mid-point between the vesting date and the contractual expiration date of the award. Under the 2019 Waystar Holding Corp. Plan, it is based on historical experience that is modified based on expected future changes; ● Expected volatility in stock price — reflects the historical volatility of comparable public companies over the expected term of the stock option. The weighted average grant date fair value of options granted during the three months ended June 30, 2024 and 2023 was $12.59 and $19.58 per share, respectively. The weighted average grant date fair value of options granted during the six months ended June 30, 2024 and 2023 was $12.89 and $19.49 per share, respectively. As of June 30, 2024, we had 7.1 million fully vested options with a weighted average exercise price of $10.61 per share, an aggregate intrinsic value of $80.3 million and an average remaining contractual term of 4.4 years. The total fair value of options vested for the three months ended June 30, 2024 and 2023 were $0.5 million and $0.1 million, respectively. The total fair value of options vested for the six months ended June 30, 2024 and 2023 were $1.8 million and $1.3 million, respectively. We determined the vesting of all our performance condition options became probable as a result of the IPO (see Note 1). Therefore, we recognized an additional $33.1 million of stock-based compensation for the three and six months ended June 30, 2024 as the implicit service period for the awards established at the grant date had elapsed. As of June 30, 2024, there is no remaining unrecognized compensation expense related to the performance condition options issued under the 2019 Waystar Holding Corp. Plan. Information pertaining to option activity under all plans (including rollover options) during the six months ending June 30, 2024 and 2023 is as follows: Weighted Weighted average average Number of exercise price per remaining options share contractual life Outstanding December 31, 2023 13,032,541 $ 15.20 5.7 Granted 4,003,703 24.20 Exercised (2,420) 24.47 Forfeited (58,564) 17.68 Outstanding June 30, 2024 16,975,260 17.31 6.3 Weighted Weighted average average Number of exercise price per remaining options share contractual life Outstanding December 31, 2022 13,123,170 $ 15.10 6.6 Granted 105,875 37.20 Exercised (33,154) 21.21 Forfeited (101,035) 28.11 Outstanding June 30, 2023 13,094,856 15.16 6.1 The following is a summary of the significant assumptions used in estimating the fair value of options granted the three and six months ended June 30, 2024 and 2023: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Risk free interest rate 4.24% - 4.59% 3.77% - 3.92% 3.76% - 4.59% 3.51% - 3.92% Expected dividend yield 0% 0% 0% 0% Expected term of stock award 5.0 - 6.5 1.2 - 5 5.0 - 6.5 1.2 - 5 Expected volatility in stock price 49.62% - 51.73% 51.89% - 55% 49.62% - 51.89% 51.80% - 55% The aggregate intrinsic value of options exercised (the difference between the fair market value of our stock on the date of exercise and the exercise price) was approximately $0.0 million and $0.6 million for the three months ended June 30, 2024 and 2023, respectively, and $0.0 million and $0.6 million for the six months ended June 30, 2024 and 2023, respectively. We expect to incur compensation expense of approximately $61.9 million over a weighted average of 4.0 years for all unvested time-based awards outstanding on June 30, 2024. RSUs The RSUs granted on June 10, 2024 in conjunction with the IPO were valued at the IPO price. Subsequent RSU grants will be valued using our common stock price as of the grant date based on the publicly traded value per NASDAQ, and are expensed on a straight-line basis over the applicable vesting period. All vesting is contingent on continued service. The following table summarizes RSU activity during the three months ended June 30, 2024. There was no RSU activity prior to the three months ended June 30, 2024. Weighted Number of average grant shares date fair value Outstanding March 31, 2024 — $ — Granted 2,011,651 21.50 Vested — — Forfeited (4,347) 21.50 Outstanding June 30, 2024 2,007,304 21.50 We expect to incur compensation expense of $42.6 million over a weighted average of 4.5 years for all unvested RSUs outstanding on June 30, 2024. Stock-based Compensation We recorded $37.0 million and $2.1 million of stock-based compensation expense for the three months ended June 30, 2024 and 2023, respectively, and $39.5 million and $4.3 million for the six months ended June 30, 2024 and 2023, respectively. Stock-based compensation expense was recorded in the following cost and expense categories in the consolidated statements of operations: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Cost of revenue $ 1,739 $ 130 $ 1,861 $ 414 General and administrative 20,672 1,264 22,211 2,354 Sales and marketing 8,892 452 9,371 943 Research and development 5,666 302 6,054 587 Total 36,969 2,148 39,497 4,298 |
Other Accrued Expenses
Other Accrued Expenses | 6 Months Ended |
Jun. 30, 2024 | |
Other Accrued Expenses | |
Other Accrued Expenses | 16. Other Accrued Expenses Other accrued expenses consist of the following (in thousands): June 30, 2024 December 31, 2023 Other taxes payable $ 4,031 $ 3,506 Retirement plan payable 609 497 Accrued self insurance claims 879 993 Accrued interest 1,161 1,697 Other 4,618 4,230 Total $ 11,298 $ 10,923 |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Loss Per Share | |
Loss Per Share | 17. Loss Per Share A reconciliation of the numerators and the denominators of the basic and diluted per share computations are as follows: Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Basic loss per share: Net loss $ (27,685) $ (10,810) $ (43,617) $ (21,433) Net loss attributable to common shares $ (27,685) $ (10,810) $ (43,617) $ (21,433) Weighted average common stock outstanding–(voting) 133,527,766 121,239,472 127,601,532 121,237,560 Weighted average common stock outstanding–(non-voting) — 436,801 — 436,801 Basic weighted average common stock outstanding 133,527,766 121,676,273 127,601,532 121,674,361 Basic loss per share $ (0.21) $ (0.09) $ (0.34) $ (0.18) Diluted loss per share: Net loss $ (27,685) (10,810) $ (43,617) (21,433) Net loss attributable to common shares $ (27,685) $ (10,810) $ (43,617) $ (21,433) Weighted average common stock outstanding–(voting) 133,527,766 121,239,472 127,601,532 121,237,560 Weighted average common stock outstanding–(non-voting) — 436,801 — 436,801 Diluted weighted average common stock outstanding 133,527,766 121,676,273 127,601,532 121,674,361 Diluted loss per share $ (0.21) $ (0.09) $ (0.34) $ (0.18) Because of their anti-dilutive effect, 3,766,890 and 4,952,703 common share equivalents, calculated using the treasury stock method, comprised of time-based stock options and RSUs have been excluded from the diluted earnings per share calculation for the three months ended June 30, 2024 and 2023, respectively. Additionally, 3,731,340 and 5,204,996 common share equivalents, calculated using the treasury stock method, comprised of time-based stock options and RSUs have been excluded from the diluted earnings per share calculation for the six months ended June 30, 2024 and 2023, respectively. As of the presented periods, our performance condition options are not included in the aforementioned numbers, based on the contingently issuable share guidance, the market condition has not been achieved. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 18. Commitments and Contingencies We may be subject to legal proceedings, claims, asserted or unasserted, and litigation arising in the ordinary course of business. We do not, however, currently expect that the ultimate costs to resolve any pending matter will have a material effect on our consolidated financial position, results of operations, or cash flows. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events | |
Subsequent Events | 19. Subsequent Events We have evaluated subsequent events through August 7, 2024, which is the date of issuance. On July 5, 2024, pursuant to the 30-day option granted to the underwriters to purchase up to 6,750,000 additional shares of common stock from us at the IPO price less the underwriting discount, the underwriters exercised the right to purchase 5,059,010 additional shares of common stock, resulting in additional net proceeds of $102.8 million after deducting underwriting discounts and commissions of $6.0 million. The remaining option to purchase additional shares expired unexercised at the end of the 30-day period. On July 12, 2024, utilizing the additional proceeds from the underwriters’ exercise as well as cash on hand, we repaid $110.9 million outstanding principal and $0.4 million accrued interest on our First Lien Credit Facility. No other significant subsequent events have occurred through the date of issuance. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (27,685) | $ (10,810) | $ (43,617) | $ (21,433) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies | |
Basis of Financial Statement Presentation | Basis of Financial Statement Presentation The financial statements include the consolidated balance sheets, statements of operations, statements of comprehensive loss, statements of changes in stockholders’ equity, and statements of cash flows of Waystar and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited consolidated financial statements and notes have been prepared in accordance with GAAP and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the interim financial information includes all adjustments of a normal recurring nature necessary for a fair presentation of the Company’s financial position, results of operations, changes in stockholders’ equity and cash flows. The results of operations for the six months ended June 30, 2024 are not necessarily indicative of the results for the full year or the results for any future periods. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2023 in the prospectus filed with the SEC on June 6, 2024 (the “Prospectus”). We operate as a single business unit. As such, we report our results as a single operating segment that encompasses our entire organization. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition, including estimated expected customer life; (2) recoverability of accounts receivable and taxes receivable; (3) impairment assessment of goodwill and long-lived intangible assets; (4) fair value of intangibles acquired in business combinations; (5) litigation reserves; (6) depreciation and amortization; (7) fair value of stock options issued to employees and assumed as part of business combinations; (8) fair value of interest rate swaps; and (9) leases, including incremental borrowing rate. Future events and their effects cannot be predicted with certainty, and accordingly, accounting estimates require the exercise of judgment. We evaluate and update assumptions and estimates on an ongoing basis and may employ outside experts to assist in evaluations. Actual results could differ from the estimates used. |
Revenue Recognition | Revenue Recognition We derive revenue primarily from providing access to our solutions for use in the healthcare industry and in doing so generate two types of revenue: (i) subscription revenue and (ii) volume-based revenue, which account for 99% of total revenue for all periods presented. We also derive revenue from implementation fees for our software, as well as hardware sales to facilitate patient payments. We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers ● identification of the contract, or contracts, with a client; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation Our customers, referred to as clients elsewhere in this report, represent healthcare providers across all types of care settings, including physician practices, clinics, surgical centers, and laboratories, as well as large hospitals and health systems. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The length of our contracts vary but are typically two three years Revenue from our subscription services as well as from our volume-based services represents a single promise to provide continuous access (i.e., a stand-ready obligation) to our software solutions in the form of a service. Our software products are made available to our clients via a cloud-based, hosted platform where our clients do not have the right or practical ability to take possession of the software. As each day of providing access to the software solutions is substantially the same and the client simultaneously receives and consumes the benefits as services are provided, these services are viewed as a single performance obligation comprised of a series of distinct daily services. Revenue from our subscription services is recognized over time on a ratable basis over the contract term beginning on the date that the service is made available to the client. Volume-based services are priced based on transaction, dollar volume or provider count in a given period. Given the nature of the promise is based on unknown quantities or outcomes of services to be performed over the contract term, the volume-based fee is determined to be variable consideration. The volume-based transaction fees are recognized each day using a time- elapsed output method based on the volume or transaction count at the time the clients’ transactions are processed. Our other services are generally related to implementation activities across all solutions and hardware sales to facilitate patient payments. Implementation services are not considered performance obligations as they do not provide a distinct service to clients without the use of our software solutions. As such, implementation fees related to our solutions are billed upfront and recognized ratably over the contract term. Implementation fees and hardware sales represent less than 1% of total revenue for all periods presented. Our contracts with clients typically include various combinations of our software solutions. Determining whether such software solutions are considered distinct performance obligations that should be accounted for separately versus together requires significant judgment. Specifically, judgment is required to determine whether access to the Company’s SaaS solutions is distinct from other services and solutions included in an arrangement. We follow the requirements of ASC 606-10-55-36 through -40, Revenue from Contracts with Customers, Principal Agent Considerations, in determining the gross versus net revenue presentations for our performance obligations in the contract with a client. Revenue recorded where we act in the capacity of a principal is reported on a gross basis equal to the full amount of consideration to which we expect in exchange for the good or service transferred. Revenue recorded where we act in the capacity of an agent is reported on a net basis, exclusive of any consideration provided to the principal party in the transaction. The principal versus agent evaluation is a matter of judgment that depends on the facts and circumstances of the arrangement and is dependent on whether we control the good or service before it is transferred to the client or whether we are acting as an agent of a third party. This evaluation is performed separately for each performance obligation identified. For the majority of our contracts, we are considered the principal in the transaction with the client and recognize revenue gross of any related channel partner fees or costs. We have certain agency arrangements where third parties control the goods or services provided to a client and we recognize revenue net of any fees owed to these third parties. Payment terms and conditions vary by contract type, although our standard payment terms generally require payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of payment, we have determined our contracts do not generally include a significant financing component. The primary purpose of our invoicing terms is to provide clients with simplified and predictable ways of purchasing our products and services, not to receive financing from our clients or to provide clients with financing. |
Contract Costs | Contract Costs Incremental Costs of Obtaining a Contract Incremental costs of obtaining a contract primarily include commissions paid to our internal sales personnel. We consider all such commissions to be both incremental and recoverable since they are only paid when a contract is secured. These capitalized costs are amortized on a straight-line basis over the expected period of benefit, which is determined based on the average customer life, which includes anticipated renewals of contracts. As of June 30, 2024 and December 31, 2023, the total unamortized costs reported as deferred costs on our balance sheet amounted to $28.3 million and $22.8 million, respectively, for internal sales commissions. For the three months ended June 30, 2024 and 2023, amortization related to the sales commission asset was $2.6 million and $1.8 million, respectively. For the six months ended June 30, 2024 and 2023, amortization related to the sales commission asset was $5.0 million and $3.5 million, respectively. The aforementioned amortization amounts are included in sales and marketing in our consolidated statements of operations. Costs to Fulfill a Contract We capitalize costs incurred to fulfill contracts that i) relate directly to the contract, ii) are expected to generate resources that will be used to satisfy performance obligations under the contract, and iii) are expected to be recovered through revenue generated under the contract. Costs incurred to implement clients on our solutions (e.g., direct labor) are capitalized and amortized on a straight-line basis over the estimated customer life if we expect to recover those costs. As of June 30, 2024 and December 31, 2023, the total unamortized costs reported as deferred costs on our balance sheet amounted to $48.8 million and $43.0 million, respectively, for fulfillment costs. For the three months ended June 30, 2024 and 2023, amortization related to the fulfillment cost asset was $3.0 million and $2.1 million, respectively. For the six months ended June 30, 2024 and 2023, amortization related to the fulfillment cost asset was $5.7 million and $4.0 million, respectively. The aforementioned amortization amounts are included in the costs of revenue in our consolidated statements of operations. There were no impairment losses relating to deferred costs during the periods presented. |
Channel Partners | Channel Partners We account for fees paid to channel partners within sales and marketing expenses in the accompanying statements of operations. For the three months ended June 30, 2024 and 2023, we recorded fees to all channel partners of $16.1 million and $13.0 million, respectively. For the six months ended June 30, 2024 and 2023, we recorded fees to all channel partners of $30.6 million and $25.8 million, respectively. As we are primarily responsible for contracting with and fulfilling contracts for the end user, we record revenue gross of related channel partner fees. |
Deferred Offering Costs | Deferred Offering Costs We capitalize within other assets certain legal, accounting and other third-party fees that are directly related to our in-process equity financings, including the planned initial public offering, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses. Through June 6, 2024, the effective date of our Prospectus, we had capitalized $8.8 million of deferred offering costs, which were charged to shareholders’ equity upon the completion of the IPO (see Note 1). As of December 31, 2023, deferred offering costs capitalized were $5.4 million. |
Goodwill | Goodwill We account for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. We account for goodwill under the provisions of ASC 350, Intangibles—Goodwill and Other. Goodwill is evaluated for impairment annually on October 1st or whenever there is an impairment indicator. There was no impairment to goodwill during the six months ended June 30, 2024 and 2023, respectively. Refer to Note 6 for more information on goodwill. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs, net of amortization, are reflected on our balance sheet as a direct reduction in the carrying amount of our long-term debt. In addition, debt issuance costs, net of amortization, related to our revolver debt are included in other assets. Debt issuance costs include fees paid to creditors and third party fees incurred for the issuance of new debt. Debt issuance costs are amortized over the respective term of the debt instruments using the effective interest method, and amortization charges are included in interest expense. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting-Improvements to Reportable Segment Disclosures.” The standard is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. For public business entities, the ASU will be effective for annual periods beginning after December 15, 2023. The guidance will be applied retrospectively unless it is impracticable to do so. Early adoption is permitted. We are currently evaluating the effect of the adoption of this amendment on our consolidated and condensed consolidated financial statements. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Improvements to Income Tax Disclosures”, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. For public business entities, the ASU will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. We are currently evaluating the effect of the adoption of this amendment on our consolidated and condensed consolidated financial statements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue Recognition | |
Schedule of revenues disaggregated by revenue type and the timing of revenue recognition | The following table presents revenues disaggregated by revenue type and the timing of revenue recognition (in thousands): Three months ended June 30, Six months ended June 30, Recognition 2024 2023 2024 2023 Subscription revenue Over time $ 112,349 $ 99,378 $ 218,428 $ 195,768 Volume-based revenue Over time 120,900 95,771 238,044 189,776 Implementation services and other revenue Various 1,294 820 2,863 1,508 Total revenues $ 234,543 $ 195,969 $ 459,335 $ 387,052 |
Schedule of activity impacting deferred revenue balances | The following table presents activity impacting deferred revenue balances (in thousands): June 30, December 31, 2024 2023 Beginning balance $ 17,108 $ 16,454 Revenue recognized (9,532) (9,900) Additional amounts deferred 8,622 10,554 Ending balance $ 16,198 $ 17,108 |
Fair Value Measurements and D_2
Fair Value Measurements and Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements and Disclosures | |
Schedule of fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis | The following table presents the fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis (in thousands): Balance Sheet Classification Carrying Value Level 1 Level 2 Level 3 June 30, 2024 Financial assets: Interest rate swaps Other current assets; other long-term assets $ 14,694 $ — $ 14,694 $ — December 31, 2023 Financial assets: Interest rate swaps Other current assets $ 23,350 $ — $ 23,350 $ — Financial liabilities: Interest rate swaps Other long-term liabilities $ 2,472 $ — $ 2,472 $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property and Equipment, Net | |
Schedule of balances of the major classes of property and equipment | The balances of the major classes of property and equipment are as follows (in thousands): June 30, 2024 December 31, 2023 Building $ 19,653 $ 19,653 Computer hardware 38,546 35,006 Capitalized internal-use software 31,477 25,567 Purchased computer software 22,536 22,079 Furniture and fixtures 3,100 2,980 Office equipment 231 211 Leasehold improvements 8,352 8,255 Capital lease asset 2,994 2,994 Construction in progress — 15 Internal-use software in progress 15,564 13,626 142,453 130,386 Accumulated depreciation (79,418) (69,127) $ 63,035 $ 61,259 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Other Intangible Assets | |
Schedule of amortization for definite-lived intangible assets | Amortization for definite-lived intangible assets is as follows (in thousands, except useful life): Weighted- Net Average Gross Carrying Accumulated Carrying Remaining Amount Amortization Value Useful Life As of June 30, 2024 Customer relationships $ 1,429,400 $ (393,288) $ 1,036,112 11.5 Purchased developed technology 301,100 (250,083) 51,017 3.3 Tradenames and trademarks 40,700 (19,053) 21,647 5.2 Total $ 1,771,200 $ (662,424) $ 1,108,776 As of December 31, 2023 Customer relationships $ 1,429,400 $ (345,848) $ 1,083,552 12.3 Purchased developed technology 301,100 (221,558) 79,542 3.0 Tradenames and trademarks 40,700 (16,857) 23,842 6.0 Total $ 1,771,200 $ (584,263) $ 1,186,936 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Schedule of components of lease expense | The following table presents components of lease expense for the three and six months ended June 30, 2024 and 2023, respectively (in thousands): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Finance lease cost Amortization of right-of-use assets $ 397 $ 396 $ 794 $ 793 Interest on lease liabilities 189 201 382 404 Operating lease cost 860 976 1,773 1,847 Variable lease cost 109 (50) 151 100 Short-term lease 159 177 366 446 Total lease cost $ 1,714 $ 1,700 $ 3,466 $ 3,590 |
Schedule of maturity of operating leases | Maturities of lease liabilities as of June 30, 2024 are as follows (in thousands): Operating L eases Finance L eases 2024 $ 2,712 $ 787 2025 5,239 1,604 2026 4,342 1,641 2027 2,004 1,678 2028 1,845 1,714 Thereafter 2,764 9,309 Total future minimum lease payments 18,906 16,733 Less: Interest 1,868 4,121 Total $ 17,038 $ 12,612 |
Schedule of maturity of finance leases | Maturities of lease liabilities as of June 30, 2024 are as follows (in thousands): Operating L eases Finance L eases 2024 $ 2,712 $ 787 2025 5,239 1,604 2026 4,342 1,641 2027 2,004 1,678 2028 1,845 1,714 Thereafter 2,764 9,309 Total future minimum lease payments 18,906 16,733 Less: Interest 1,868 4,121 Total $ 17,038 $ 12,612 |
Schedule of supplemental cash flow information related to leases | Supplemental cash flow information related to leases for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands): Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,295 $ 1,373 $ 2,637 $ 2,636 Financing cash flows for financing leases 394 387 785 843 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 594 $ — $ 594 $ 1,768 |
Schedule of supplemental balance sheet information | June 30, 2024 December 31, 2023 Weighted average remaining lease term (years): Operating leases 4.4 4.9 Financing leases 9.6 10.1 Weighted average discount rate: Operating leases 4.6 4.4 Financing leases 5.9 5.9 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt | |
Schedule of debt instruments | Debt instruments consist primarily of term notes, revolving lines of credit, and a Receivables Facility as follows (in thousands): June 30, December 31, 2024 2023 First lien term loan facility outstanding debt $ 1,290,900 $ 1,730,816 Second lien term loan facility outstanding debt — 448,000 Receivables facility outstanding debt 70,000 70,000 Total outstanding debt 1,360,900 2,248,816 Unamortized debt issuance costs (13,901) (31,155) Current portion of long-term debt (12,909) (17,983) Total long-term debt, net $ 1,334,090 $ 2,199,678 |
Schedule of maturity of long-term principal payments (excluding debt discount) | The maturity of long-term principal payments (excluding debt discount) at June 30, 2024 is as follows (in thousands): 2024 $ 6,455 2025 12,909 2026 82,909 2027 12,909 2028 12,909 Thereafter 1,232,809 $ 1,360,900 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Financial Instruments | |
Schedule of interest rate swap agreements designated as a hedging instruments | As of June 30, 2024 and December 31, 2023, we have the following interest rate swap agreements designated as a hedging instruments: Effective Dates Floating Rate Debt Fixed Rates October 29, 2021 through October 31, 2024 $ 604.1 million 0.67 % January 31, 2023 through January 31, 2026 $ 506.7 million 3.87 % |
Schedule of effect of derivative instruments designated as hedging instruments on the accompanying consolidated financial statements | The effect of derivative instruments designated as hedging instruments on the accompanying consolidated financial statements is as follows (in thousands): Total interest Amount of Gain or Location of Gain or Amount of Gain or Expense on (Loss) Recognized (Loss) Reclassified (Loss) Reclassified Consolidated in AOCI/AOCL on from AOCI/AOCL from AOCI/AOCL Statements of Derivatives - Cash Flow Hedging Relationships Derivative into Income into Income Operations Interest rate swaps: Three months Ended June 30, 2024 $ (4,501) Interest expense $ 8,695 $ (50,541) Three months Ended June 30, 2023 $ 6,719 Interest expense $ 7,803 $ (51,146) Six months Ended June 30, 2024 $ (4,676) Interest expense $ 17,297 $ (107,725) Six months Ended June 30, 2023 $ 750 Interest expense $ 14,096 $ (100,646) |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stock-based Compensation | |
Schedule of Stock-based compensation expense | Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Cost of revenue $ 1,739 $ 130 $ 1,861 $ 414 General and administrative 20,672 1,264 22,211 2,354 Sales and marketing 8,892 452 9,371 943 Research and development 5,666 302 6,054 587 Total 36,969 2,148 39,497 4,298 |
Schedule of information pertaining to option activity (including rollover options) | Weighted Weighted average average Number of exercise price per remaining options share contractual life Outstanding December 31, 2023 13,032,541 $ 15.20 5.7 Granted 4,003,703 24.20 Exercised (2,420) 24.47 Forfeited (58,564) 17.68 Outstanding June 30, 2024 16,975,260 17.31 6.3 Weighted Weighted average average Number of exercise price per remaining options share contractual life Outstanding December 31, 2022 13,123,170 $ 15.10 6.6 Granted 105,875 37.20 Exercised (33,154) 21.21 Forfeited (101,035) 28.11 Outstanding June 30, 2023 13,094,856 15.16 6.1 |
Schedule of the significant assumptions used in estimating the fair value of options granted | Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Risk free interest rate 4.24% - 4.59% 3.77% - 3.92% 3.76% - 4.59% 3.51% - 3.92% Expected dividend yield 0% 0% 0% 0% Expected term of stock award 5.0 - 6.5 1.2 - 5 5.0 - 6.5 1.2 - 5 Expected volatility in stock price 49.62% - 51.73% 51.89% - 55% 49.62% - 51.89% 51.80% - 55% |
Schedule of RSU activity | Weighted Number of average grant shares date fair value Outstanding March 31, 2024 — $ — Granted 2,011,651 21.50 Vested — — Forfeited (4,347) 21.50 Outstanding June 30, 2024 2,007,304 21.50 |
Other Accrued Expenses (Tables)
Other Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Accrued Expenses | |
Schedule of Other accrued expenses | Other accrued expenses consist of the following (in thousands): June 30, 2024 December 31, 2023 Other taxes payable $ 4,031 $ 3,506 Retirement plan payable 609 497 Accrued self insurance claims 879 993 Accrued interest 1,161 1,697 Other 4,618 4,230 Total $ 11,298 $ 10,923 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Loss Per Share | |
Schedule of reconciliation of the numerators and the denominators of the basic and diluted per share | Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Basic loss per share: Net loss $ (27,685) $ (10,810) $ (43,617) $ (21,433) Net loss attributable to common shares $ (27,685) $ (10,810) $ (43,617) $ (21,433) Weighted average common stock outstanding–(voting) 133,527,766 121,239,472 127,601,532 121,237,560 Weighted average common stock outstanding–(non-voting) — 436,801 — 436,801 Basic weighted average common stock outstanding 133,527,766 121,676,273 127,601,532 121,674,361 Basic loss per share $ (0.21) $ (0.09) $ (0.34) $ (0.18) Diluted loss per share: Net loss $ (27,685) (10,810) $ (43,617) (21,433) Net loss attributable to common shares $ (27,685) $ (10,810) $ (43,617) $ (21,433) Weighted average common stock outstanding–(voting) 133,527,766 121,239,472 127,601,532 121,237,560 Weighted average common stock outstanding–(non-voting) — 436,801 — 436,801 Diluted weighted average common stock outstanding 133,527,766 121,676,273 127,601,532 121,674,361 Diluted loss per share $ (0.21) $ (0.09) $ (0.34) $ (0.18) |
Business (Details)
Business (Details) | May 15, 2024 |
Business | |
Reverse stock split ratio | 0.605 |
Reverse stock split ratio before amended | 0.62 |
Class A common stock | |
Business | |
Reverse stock split ratio | 0.605 |
Business - Initial Public Offer
Business - Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Business | ||||
Proceeds from exercise of common stock | $ (33) | $ 283 | ||
Deferred offering costs capitalized | $ 5,400 | |||
First lien term loan facility | ||||
Business | ||||
Outstanding principal | $ 909,100 | |||
IPO | ||||
Business | ||||
Additional shares of common stock | 45,000,000 | |||
Shares issued price per share | $ 21.50 | $ 21.50 | ||
Proceeds from exercise of common stock | $ 914,300 | |||
Underwriters discounts and commission expense | 53,200 | |||
Deferred offering costs capitalized | 8,800 | $ 8,800 | ||
Unpaid deferred offering costs | $ 1,400 | $ 1,400 | ||
Over allotment option | ||||
Business | ||||
Additional shares of common stock | 6,750,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Summary of Significant Accounting Policies | ||||
Revenue contract renewal term (in years) | 1 year | |||
Minimum | ||||
Summary of Significant Accounting Policies | ||||
Revenue contract term (in years) | 2 years | |||
Revenue payment term (in days) | 30 days | |||
Maximum | ||||
Summary of Significant Accounting Policies | ||||
Revenue contract term (in years) | 3 years | |||
Revenue payment term (in days) | 60 days | |||
Concentration of revenue | Subscription and volume-based revenue | Product | ||||
Summary of Significant Accounting Policies | ||||
Percentage of revenue | 99% | 99% | 99% | 99% |
Concentration of revenue | Implementation fees and hardware sales | Product | ||||
Summary of Significant Accounting Policies | ||||
Percentage of revenue | 1% | 1% | 1% | 1% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Contract Costs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Contract Costs | |||||
Impairment losses | $ 0 | $ 0 | |||
Incremental costs of obtaining a contract | |||||
Contract Costs | |||||
Total unamortized costs | $ 28.3 | 28.3 | $ 22.8 | ||
Amortization related to contract costs | 2.6 | $ 1.8 | 5 | 3.5 | |
Costs to fulfill a contract | |||||
Contract Costs | |||||
Total unamortized costs | 48.8 | 48.8 | $ 43 | ||
Amortization related to contract costs | $ 3 | $ 2.1 | $ 5.7 | $ 4 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Channel Partners (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Summary of Significant Accounting Policies | ||||
Fees to channel partners | $ 16.1 | $ 13 | $ 30.6 | $ 25.8 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Deferred Offering Costs (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Summary of Significant Accounting Policies | ||
Deferred offering costs capitalized | $ 5.4 | |
IPO | ||
Summary of Significant Accounting Policies | ||
Deferred offering costs capitalized | $ 8.8 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Summary of Significant Accounting Policies | ||||
Impairment to goodwill | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue Recognition | ||||
Revenue | $ 234,543 | $ 195,969 | $ 459,335 | $ 387,052 |
Subscription revenue | ||||
Revenue Recognition | ||||
Revenue | 112,349 | 99,378 | 218,428 | 195,768 |
Volume-based revenue | ||||
Revenue Recognition | ||||
Revenue | 120,900 | 95,771 | 238,044 | 189,776 |
Implementation services and other revenue | ||||
Revenue Recognition | ||||
Revenue | $ 1,294 | $ 820 | $ 2,863 | $ 1,508 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenue Balances (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Deferred Revenue | ||
Beginning balance | $ 17,108 | $ 16,454 |
Revenue recognized | (9,532) | (9,900) |
Additional amounts deferred | 8,622 | 10,554 |
Ending balance | $ 16,198 | $ 17,108 |
Revenue Recognition - Transacti
Revenue Recognition - Transaction Price Allocated to Remaining Performance Obligations (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Revenue Recognition | |
Period of revenue recognition related to unsatisfied performance obligations | 12 months |
Revenue to be recognized for unsatisfied performance obligations | $ 48.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | |
Revenue Recognition | |
Period of revenue recognition related to unsatisfied performance obligations | 12 months |
Revenue to be recognized for unsatisfied performance obligations | $ 35.1 |
Fair Value Measurements and D_3
Fair Value Measurements and Disclosures - Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value (Details) - Interest rate swap - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Financial assets | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Current, Other Assets, Noncurrent | Other Assets, Current |
Financial liabilities | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | |
Carrying value | Recurring basis | ||
Financial assets | ||
Interest rate swaps, Financial assets | $ 14,694 | $ 23,350 |
Financial liabilities | ||
Interest rate swaps, Financial liabilities | 2,472 | |
Level 2 | Fair value | Recurring basis | ||
Financial assets | ||
Interest rate swaps, Financial assets | $ 14,694 | 23,350 |
Financial liabilities | ||
Interest rate swaps, Financial liabilities | $ 2,472 |
Fair Value Measurements and D_4
Fair Value Measurements and Disclosures - Additional Information (Details) - Recurring basis - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value Measurements and Disclosures | ||
Transfers in or out of Level 3 | $ 0 | |
Second lien term loan facility | ||
Fair Value Measurements and Disclosures | ||
Loan value | 0 | |
Carrying value | First lien term loan facility | ||
Fair Value Measurements and Disclosures | ||
Loan value | 1,290.9 | $ 1,730.8 |
Fair value | First lien term loan facility | ||
Fair Value Measurements and Disclosures | ||
Loan value | $ 1,290.9 | $ 1,735.1 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Property and Equipment, Net | |||||
Capital lease asset | $ 2,994 | $ 2,994 | $ 2,994 | ||
Property and equipment, gross including capital lease | 142,453 | 142,453 | 130,386 | ||
Accumulated depreciation | (79,418) | (79,418) | (69,127) | ||
Property and equipment, net | 63,035 | 63,035 | 61,259 | ||
Depreciation of fixed assets, including the amortization of capitalized software | 5,200 | $ 3,800 | 10,300 | $ 7,500 | |
Capitalization of software development costs | 4,000 | 7,800 | |||
Amortization of capitalized software | 2,400 | 1,300 | 4,700 | 2,500 | |
Net book value of capitalized software development costs | 26,500 | 26,500 | 23,400 | ||
Impairments of property and equipment | 0 | $ 0 | 0 | $ 0 | |
Building | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 19,653 | 19,653 | 19,653 | ||
Computer hardware | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 38,546 | 38,546 | 35,006 | ||
Capitalized internal-use software | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 31,477 | 31,477 | 25,567 | ||
Purchased computer software | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 22,536 | 22,536 | 22,079 | ||
Furniture and fixtures | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 3,100 | 3,100 | 2,980 | ||
Office equipment | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 231 | 231 | 211 | ||
Leasehold improvements | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 8,352 | 8,352 | 8,255 | ||
Construction in progress | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 15 | ||||
Internal-use software in progress | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | $ 15,564 | $ 15,564 | $ 13,626 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Goodwill and Other Intangible Assets | |||||
Goodwill | $ 3,030,013 | $ 3,030,013 | $ 3,030,013 | ||
Additions to goodwill | 0 | $ 0 | 0 | $ 0 | |
Disposals to goodwill | 0 | 0 | 0 | 0 | |
Impairment to goodwill | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Amortization for Definite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Goodwill and Other Intangible Assets | |||||
Gross carrying amount | $ 1,771,200 | $ 1,771,200 | $ 1,771,200 | ||
Accumulated amortization | (662,424) | (662,424) | (584,263) | ||
Net carrying value | 1,108,776 | 1,108,776 | 1,186,936 | ||
Amortization expense | 39,100 | $ 40,300 | 78,200 | $ 80,600 | |
Customer relationships | |||||
Goodwill and Other Intangible Assets | |||||
Gross carrying amount | 1,429,400 | 1,429,400 | 1,429,400 | ||
Accumulated amortization | (393,288) | (393,288) | (345,848) | ||
Net carrying value | $ 1,036,112 | $ 1,036,112 | $ 1,083,552 | ||
Weighted-average remaining useful life | 11 years 6 months | 11 years 6 months | 12 years 3 months 18 days | ||
Purchased developed technology | |||||
Goodwill and Other Intangible Assets | |||||
Gross carrying amount | $ 301,100 | $ 301,100 | $ 301,100 | ||
Accumulated amortization | (250,083) | (250,083) | (221,558) | ||
Net carrying value | $ 51,017 | $ 51,017 | $ 79,542 | ||
Weighted-average remaining useful life | 3 years 3 months 18 days | 3 years 3 months 18 days | 3 years | ||
Tradenames and trademarks | |||||
Goodwill and Other Intangible Assets | |||||
Gross carrying amount | $ 40,700 | $ 40,700 | $ 40,700 | ||
Accumulated amortization | (19,053) | (19,053) | (16,857) | ||
Net carrying value | $ 21,647 | $ 21,647 | $ 23,842 | ||
Weighted-average remaining useful life | 5 years 2 months 12 days | 5 years 2 months 12 days | 6 years |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Leases | ||
Finance lease right-of-use assets | $ 15.2 | $ 16 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases | ||||
Finance lease cost, Amortization of right-of-use assets | $ 397 | $ 396 | $ 794 | $ 793 |
Finance lease cost, Interest on lease liabilities | 189 | 201 | 382 | 404 |
Operating lease cost | 860 | 976 | 1,773 | 1,847 |
Variable lease cost | 109 | 50 | 151 | 100 |
Short-term lease | 159 | 177 | 366 | 446 |
Total lease cost | $ 1,714 | $ 1,700 | $ 3,466 | $ 3,590 |
Leases - Lease Liability Maturi
Leases - Lease Liability Maturities (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Operating leases | |
2024 | $ 2,712 |
2025 | 5,239 |
2026 | 4,342 |
2027 | 2,004 |
2028 | 1,845 |
Thereafter | 2,764 |
Total future minimum lease payments | 18,906 |
Less: Interest | 1,868 |
Total | 17,038 |
Finance leases | |
2024 | 787 |
2025 | 1,604 |
2026 | 1,641 |
2027 | 1,678 |
2028 | 1,714 |
Thereafter | 9,309 |
Total future minimum lease payments | 16,733 |
Less: Interest | 4,121 |
Total | $ 12,612 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases | ||||
Cash paid, Operating cash flows for operating leases | $ 1,295 | $ 1,373 | $ 2,637 | $ 2,636 |
Cash paid, Financing cash flows for financing leases | 394 | $ 387 | 785 | 843 |
Right-of-use assets obtained in exchange for new lease liabilities, Operating leases | $ 594 | $ 594 | $ 1,768 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases | ||
Weighted average remaining lease term, Operating leases (years) | 4 years 4 months 24 days | 4 years 10 months 24 days |
Weighted average remaining lease term, Financing leases (years) | 9 years 7 months 6 days | 10 years 1 month 6 days |
Weighted average discount rate, Operating leases | 4.60% | 4.40% |
Weighted average discount rate, Financing leases | 5.90% | 5.90% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Taxes | ||||
Income tax benefit | $ (14,611) | $ (3,147) | $ (20,672) | $ (7,034) |
Effective income tax rate | 34.70% | 22% | 32.20% | 24.40% |
Federal Statutory Income tax rate | 21% |
Accounts Receivable Securitiz_2
Accounts Receivable Securitization (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Accounts Receivable Securitization | ||
Outstanding amount | $ 1,360,900 | $ 2,248,816 |
Term of receivables facility | 3 years | 3 years |
SOFR | ||
Accounts Receivable Securitization | ||
Interest rate (in percent) | 2.36% | |
Base rate | ||
Accounts Receivable Securitization | ||
Interest rate (in percent) | 0% | |
Receivables facility | ||
Accounts Receivable Securitization | ||
Outstanding amount | $ 70,000 | $ 70,000 |
Maximum borrowing capacity | $ 80,000 | $ 80,000 |
Effective interest rate (in percent) | 7.70% |
Debt - Schedule of Debt Instrum
Debt - Schedule of Debt Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Feb. 09, 2024 | Dec. 31, 2023 |
Accounts Receivable Securitization | |||
Total outstanding debt | $ 1,360,900 | $ 2,248,816 | |
Unamortized debt issuance costs | (13,901) | (31,155) | |
Current portion of long-term debt | (12,909) | (17,983) | |
Total long-term debt, net | 1,334,090 | 2,199,678 | |
First lien term loan facility | |||
Accounts Receivable Securitization | |||
Total outstanding debt | 1,290,900 | $ 2,200,000 | 1,730,816 |
Second lien term loan facility | |||
Accounts Receivable Securitization | |||
Total outstanding debt | 448,000 | ||
Receivables facility | |||
Accounts Receivable Securitization | |||
Total outstanding debt | $ 70,000 | $ 70,000 |
Debt - Maturity of Long-term Pr
Debt - Maturity of Long-term Principal Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt | ||
2024 | $ 6,455 | |
2025 | 12,909 | |
2026 | 82,909 | |
2027 | 12,909 | |
2028 | 12,909 | |
Thereafter | 1,232,809 | |
Total outstanding debt | $ 1,360,900 | $ 2,248,816 |
Debt (Details)
Debt (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 27, 2024 | Feb. 09, 2024 USD ($) installment | Jun. 30, 2024 USD ($) installment | Jun. 30, 2024 USD ($) installment | Jun. 30, 2024 USD ($) installment | Dec. 31, 2023 USD ($) | |
Accounts Receivable Securitization | ||||||
Outstanding balance | $ 1,360,900 | $ 1,360,900 | $ 1,360,900 | $ 2,248,816 | ||
Loss on extinguishment of debt | (19,016) | |||||
Unamortized debt issuance costs | 13,901 | 13,901 | 13,901 | 31,155 | ||
First lien term loan facility | ||||||
Accounts Receivable Securitization | ||||||
Outstanding balance | $ 2,200,000 | $ 1,290,900 | $ 1,290,900 | 1,290,900 | 1,730,816 | |
Outstanding principal | 909,100 | |||||
Accrued Interest | $ 2,800 | |||||
Interest rate (in percent) | 2.75% | 2.75% | ||||
Minimum base rate (in percent) | 0% | |||||
30-day SOFR | SOFR | SOFR | ||||
Effective interest rate (in percent) | 8.34% | 8.34% | 8.34% | |||
Number of quarterly installments | installment | 21 | |||||
Number of remaining payments | installment | 21 | 21 | 21 | |||
Creditor fees capitalized | $ 2,800 | |||||
Third party fees capitalized | 1,400 | |||||
Third party fees | $ 10,300 | |||||
Loss on extinguishment of debt | $ 9,800 | $ 9,800 | ||||
First Lien repricing | ||||||
Accounts Receivable Securitization | ||||||
Minimum base rate (in percent) | 0% | |||||
Third party fees | $ 2,500 | |||||
Loss on extinguishment of debt | 300 | 300 | ||||
February first lien | ||||||
Accounts Receivable Securitization | ||||||
Loss on extinguishment of debt | 900 | |||||
Second lien term loan facility | ||||||
Accounts Receivable Securitization | ||||||
Outstanding balance | 448,000 | |||||
Loss on extinguishment of debt | 8,000 | 8,000 | ||||
Revolving credit facility | ||||||
Accounts Receivable Securitization | ||||||
Outstanding balance | $ 0 | $ 0 | $ 0 | 0 | ||
Interest rate (in percent) | 3% | |||||
Minimum base rate (in percent) | 0% | |||||
Effective interest rate (in percent) | 8.34% | 8.34% | 8.34% | |||
Unamortized debt issuance costs | $ 2,100 | $ 2,100 | $ 2,100 | $ 2,400 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) | Jan. 13, 2023 DerivativeInstrument |
Designated as hedging instruments | Interest rate swap | |
Derivative financial instruments | |
Number of additional derivative financial instruments | 2 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Interest Rate Swaps Designated as Hedging Instruments (Details) - Designated as hedging instruments - USD ($) $ in Millions | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
October 29, 2021 through October 31, 2024 | |||
Derivative financial instruments | |||
Floating Rate Debt | $ 604.1 | $ 604.1 | |
Fixed Rates | 0.67% | 0.67% | |
January 31, 2023 through January 31, 2026 | |||
Derivative financial instruments | |||
Floating Rate Debt | $ 506.7 | $ 506.7 | |
Fixed Rates | 3.87% | 3.87% |
Derivative Financial Instrume_5
Derivative Financial Instruments - Effect of Derivative Instruments Designated as Hedging Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Derivative financial instruments | ||||
Net amount of accumulated other comprehensive income expected to be reclassified | $ 10,500 | |||
Designated as hedging instruments | Interest rate swap | ||||
Derivative financial instruments | ||||
Amount of Gain or (Loss) Recognized in AOCI/AOCL on Derivative | $ (4,501) | $ 6,719 | (4,676) | $ 750 |
Amount of Gain or (Loss) Reclassified from AOCI/AOCL into Income | 8,695 | 7,803 | 17,297 | 14,096 |
Total interest Expense on Consolidated Statements of Operations | $ (50,541) | $ (51,146) | $ (107,725) | $ (100,646) |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) client | Jun. 30, 2023 USD ($) client | Jun. 30, 2024 USD ($) client | Jun. 30, 2023 USD ($) client | Dec. 31, 2023 USD ($) | |
Related party transactions | |||||
Outstanding amount | $ 1,360,900 | $ 1,360,900 | $ 2,248,816 | ||
General and administrative | 39,955 | $ 14,478 | 66,090 | $ 29,159 | |
Revenue | 234,543 | 195,969 | 459,335 | 387,052 | |
Operating lease agreement | |||||
Related party transactions | |||||
General and administrative | 100 | 100 | 100 | 100 | |
Provision of software solutions | |||||
Related party transactions | |||||
Revenue | $ 400 | $ 400 | $ 800 | $ 800 | |
Number of clients from whom revenue is earned | client | 4 | 4 | 4 | 4 | |
Receipt of software services | |||||
Related party transactions | |||||
Cost of revenue expense | $ 100 | $ 100 | $ 200 | $ 200 | |
Related Party | |||||
Related party transactions | |||||
Interest expense related to First lien term loan facility from Affiliated Debtholders | 1,346 | $ 2,001 | 2,718 | $ 4,355 | |
First lien term loan facility from Affiliated Debtholders | |||||
Related party transactions | |||||
Outstanding amount | $ 33,200 | $ 33,200 | $ 65,300 |
Common and Preferred Stock (Det
Common and Preferred Stock (Details) | 6 Months Ended | |||
Jun. 30, 2024 Vote $ / shares shares | Jun. 10, 2024 $ / shares shares | May 31, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | |
Class of Stock [Line Items] | ||||
Shares authorized | 2,500,000,000 | 227,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Shares issued | 166,659,634 | |||
Shares outstanding | 166,659,634 | 121,679,902 | ||
Preferred stock, shares authorized | 100,000,000 | 0 | ||
Preferred stock, shares par value | $ / shares | $ 0.01 | $ 0.01 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Class A common stock | ||||
Class of Stock [Line Items] | ||||
Shares authorized | 2,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||
Shares issued | 436,801 | |||
Shares outstanding | 436,801 | |||
Number of votes entitled | Vote | 1 | |||
No class common stock | ||||
Class of Stock [Line Items] | ||||
Shares authorized | 2,500,000,000 | 225,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Shares issued | 121,243,101 | |||
Shares outstanding | 121,243,101 | |||
Preferred stock, shares authorized | 100,000,000 | |||
Preferred stock, shares par value | $ / shares | $ 0.01 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Retirement Plans | ||||
Total Plan expense | $ 1.3 | $ 1 | $ 2.4 | $ 2.1 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 06, 2024 | Oct. 22, 2019 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-based compensation | ||||||||
Rollover options outstanding (in shares) | 16,975,260 | 13,094,856 | 16,975,260 | 13,094,856 | 13,032,541 | 13,123,170 | ||
Stock-based compensation expense | $ 36,969 | $ 2,148 | $ 39,497 | $ 4,298 | ||||
Expected compensation expense, weighted average period (in years) | 4 years | |||||||
Restricted Stock Units (RSUs) | ||||||||
Stock-based compensation | ||||||||
Expected compensation expense, weighted average period (in years) | 4 years 6 months | |||||||
Stock Incentive Plan 2019 | ||||||||
Stock-based compensation | ||||||||
Maximum shares issuable | 9,900,000 | |||||||
Contractual term (in years) | 10 years | |||||||
Vesting period of options with a service condition (in years) | 5 years | |||||||
Vesting percentage of options with a service condition (in percent) | 20% | |||||||
Rollover options outstanding (in shares) | 3,800,000 | |||||||
Equity Incentive Plan 2024 | ||||||||
Stock-based compensation | ||||||||
Maximum shares issuable | 10,000,000 | |||||||
Vesting period of options with a service condition (in years) | 5 years | |||||||
Vesting percentage of options with a service condition (in percent) | 20% | |||||||
Common stock, capital shares reserved for future issuance | 4,700,000 | 4,700,000 | ||||||
Percentage of outstanding stock maximum | 5% | |||||||
Equity Incentive Plan 2024 | Maximum | Restricted Stock Units (RSUs) | ||||||||
Stock-based compensation | ||||||||
Vesting period of options with a service condition (in years) | 5 years | |||||||
Vesting percentage of options with a service condition (in percent) | 25% | |||||||
Equity Incentive Plan 2024 | Minimum | Restricted Stock Units (RSUs) | ||||||||
Stock-based compensation | ||||||||
Vesting period of options with a service condition (in years) | 4 years | |||||||
Vesting percentage of options with a service condition (in percent) | 20% | |||||||
Employee Stock Purchase Plan 2024 | ||||||||
Stock-based compensation | ||||||||
Common stock, capital shares reserved for future issuance | 3,250,000 | |||||||
Shares available for future grant (in shares) | 27,000,000 | |||||||
Percentage of outstanding stock maximum | 1% | |||||||
Shares issued in period | 0 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock-based compensation | ||||
Stock-based compensation expense | $ 36,969 | $ 2,148 | $ 39,497 | $ 4,298 |
Cost of revenue | ||||
Stock-based compensation | ||||
Stock-based compensation expense | 1,739 | 130 | 1,861 | 414 |
General and administrative | ||||
Stock-based compensation | ||||
Stock-based compensation expense | 20,672 | 1,264 | 22,211 | 2,354 |
Sales and marketing | ||||
Stock-based compensation | ||||
Stock-based compensation expense | 8,892 | 452 | 9,371 | 943 |
Research and development | ||||
Stock-based compensation | ||||
Stock-based compensation expense | $ 5,666 | $ 302 | $ 6,054 | $ 587 |
Stock-based Compensation - St_2
Stock-based Compensation - Stock Options (Narratives) (Details) - USD ($) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock-based compensation | ||||
Expected dividend yield, percent | 0% | 0% | 0% | 0% |
Total unrecognized stock-based compensation expense | $ 61,900,000 | $ 61,900,000 | ||
Performance options | ||||
Stock-based compensation | ||||
Expected dividend yield, percent | 0% | |||
Weighted average grant date fair value (in dollars per share) | $ 12.59 | $ 19.58 | $ 12.89 | $ 19.49 |
Fully vested options outstanding (in shares) | 7.1 | 7.1 | ||
Fully vested options, weighted average exercise price (in dollars per share) | $ 10.61 | $ 10.61 | ||
Fully vested options, aggregate intrinsic value | $ 80,300,000 | $ 80,300,000 | ||
Fully vested options, weighted average remaining contractual term (in years) | 4 years 4 months 24 days | |||
Total fair value of options | 500,000 | $ 100,000 | $ 1,800,000 | $ 1,300,000 |
Total unrecognized stock-based compensation expense | 33,100,000 | 33,100,000 | ||
Performance options | Stock Incentive Plan 2019 | ||||
Stock-based compensation | ||||
Total unrecognized stock-based compensation expense | $ 0 | $ 0 |
Stock-based Compensation - St_3
Stock-based Compensation - Stock Options Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Number of options (in shares) | ||||
Beginning balance | 13,032,541 | 13,123,170 | 13,123,170 | |
Granted | 4,003,703 | 105,875 | ||
Exercised | (2,420) | (33,154) | ||
Forfeited | (58,564) | (101,035) | ||
Ending balance | 16,975,260 | 13,094,856 | 13,032,541 | 13,123,170 |
Weighted average exercise price per share (in dollars per share) | ||||
Beginning balance | $ 15.20 | $ 15.10 | $ 15.10 | |
Granted | 24.20 | 37.20 | ||
Exercised | 24.47 | 21.21 | ||
Forfeited | 17.68 | 28.11 | ||
Ending balance | $ 17.31 | $ 15.16 | $ 15.20 | $ 15.10 |
Weighted average remaining contractual life | 6 years 3 months 18 days | 6 years 1 month 6 days | 5 years 8 months 12 days | 6 years 7 months 6 days |
Stock-based Compensation - St_4
Stock-based Compensation - Stock Options Assumptions (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Significant assumptions | ||||
Expected dividend yield, percent | 0% | 0% | 0% | 0% |
Aggregate intrinsic value, options exercised | $ 0 | $ 0.6 | $ 0 | $ 0.6 |
Minimum | ||||
Significant assumptions | ||||
Risk free interest rate, minimum | 4.24% | 3.77% | 3.76% | 3.51% |
Expected term of stock award (in years) | 5 years | 1 year 2 months 12 days | 5 years | 1 year 2 months 12 days |
Expected volatility in stock price, minimum | 49.62% | 51.89% | 49.62% | 51.80% |
Maximum | ||||
Significant assumptions | ||||
Risk free interest rate, maximum | 4.59% | 3.92% | 4.59% | 3.92% |
Expected term of stock award (in years) | 6 years 6 months | 5 years | 6 years 6 months | 5 years |
Expected volatility in stock price, maximum | 51.73% | 55% | 51.89% | 55% |
Stock-based Compensation - RSU
Stock-based Compensation - RSU Activity (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | |
Weighted average grant date fair value | ||
Expected compensation expense, weighted average period (in years) | 4 years | |
Restricted Stock Units (RSUs) | ||
Number of shares | ||
Granted | shares | 2,011,651 | |
Forfeited | shares | (4,347) | |
Outstanding, ending balance (in shares) | shares | 2,007,304 | 2,007,304 |
Weighted average grant date fair value | ||
Granted | $ / shares | $ 21.50 | |
Forfeited | $ / shares | 21.50 | |
Outstanding, ending balance | $ / shares | $ 21.50 | $ 21.50 |
Compensation expense | $ | $ 42.6 | $ 42.6 |
Expected compensation expense, weighted average period (in years) | 4 years 6 months |
Other Accrued Expenses (Details
Other Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Other Accrued Expenses | ||
Other taxes payable | $ 4,031 | $ 3,506 |
Retirement plan payable | 609 | 497 |
Accrued self insurance claims | 879 | 993 |
Accrued interest | 1,161 | 1,697 |
Other | 4,618 | 4,230 |
Total | $ 11,298 | $ 10,923 |
Loss Per Share - Reconciliation
Loss Per Share - Reconciliation of The Numerators and The Denominators of The Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Basic loss per share | ||||
Net Income (Loss) | $ (27,685) | $ (10,810) | $ (43,617) | $ (21,433) |
Net loss attributable to common shares | $ (27,685) | $ (10,810) | $ (43,617) | $ (21,433) |
Basic weighted average common stock outstanding | 133,527,766 | 121,676,273 | 127,601,532 | 121,674,361 |
Basic loss per share | $ (0.21) | $ (0.09) | $ (0.34) | $ (0.18) |
Earnings per share, diluted | ||||
Net Income (Loss) | $ (27,685) | $ (10,810) | $ (43,617) | $ (21,433) |
Net loss attributable to common shares | $ (27,685) | $ (10,810) | $ (43,617) | $ (21,433) |
Diluted weighted average common stock outstanding | 133,527,766 | 121,676,273 | 127,601,532 | 121,674,361 |
Diluted loss per share | $ (0.21) | $ (0.09) | $ (0.34) | $ (0.18) |
Voting | ||||
Basic loss per share | ||||
Basic weighted average common stock outstanding | 133,527,766 | 121,239,472 | 127,601,532 | 121,237,560 |
Earnings per share, diluted | ||||
Diluted weighted average common stock outstanding | 133,527,766 | 121,239,472 | 127,601,532 | 121,237,560 |
Non-voting | ||||
Basic loss per share | ||||
Basic weighted average common stock outstanding | 436,801 | 436,801 | ||
Earnings per share, diluted | ||||
Diluted weighted average common stock outstanding | 436,801 | 436,801 |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Loss Per Share | ||||
Anti-dilutive effect of stock option shares excluded from the diluted earning per share calculation | 3,766,890 | 4,952,703 | 3,731,340 | 5,204,996 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jul. 12, 2024 | Jul. 05, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Subsequent events | ||||
Proceeds from exercise of common stock | $ (33) | $ 283 | ||
First lien term loan facility | ||||
Subsequent events | ||||
Outstanding principal | 909,100 | |||
Accrued Interest | $ 2,800 | |||
Over allotment option | ||||
Subsequent events | ||||
Additional shares of common stock | 6,750,000 | |||
Subsequent event | First lien term loan facility | ||||
Subsequent events | ||||
Outstanding principal | $ 110,900 | |||
Accrued Interest | $ 400 | |||
Subsequent event | Over allotment option | ||||
Subsequent events | ||||
Additional shares of common stock | 5,059,010 | |||
Proceeds from exercise of common stock | $ 102,800 | |||
Underwriters discounts and commission expense | $ 6,000 | |||
Subsequent event | Over allotment option | Maximum | ||||
Subsequent events | ||||
Number of additional shares of common stock | 6,750,000 |