Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 27, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37397 | ||
Entity Registrant Name | Rimini Street, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 36-4880301 | ||
Entity Address, Address Line One | 3993 Howard Hughes Parkway | ||
Entity Address, Address Line Two | Suite 500 | ||
Entity Address, City or Town | Las Vegas | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89169 | ||
City Area Code | 702 | ||
Local Phone Number | 839-9671 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | RMNI | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 223,777 | ||
Entity Common Stock, Shares Outstanding | 88,806,000 | ||
Documents Incorporated by Reference | The Registrant’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”) is incorporated by reference in Part III of this Form 10-K to the extent stated herein. The 2023 Proxy Statement, or an amendment to this Form 10-K, will be filed with the SEC within 120 days after December 31, 2022. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as a part hereof. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001635282 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Santa Clara, CA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 109,008 | $ 119,571 |
Restricted cash | 426 | 419 |
Accounts receivable, net of allowance of $723 and $576, respectively | 116,093 | 135,447 |
Deferred contract costs, current | 17,218 | 14,985 |
Short-term investments | 20,115 | 0 |
Prepaid expenses and other | 18,846 | 16,340 |
Total current assets | 281,706 | 286,762 |
Long-term assets: | ||
Property and equipment, net | 6,113 | 4,435 |
Operating lease right-of-use assets | 7,142 | 12,722 |
Deferred contract costs, noncurrent | 23,508 | 21,524 |
Deposits and other | 7,057 | 1,786 |
Deferred income taxes, net | 65,515 | 64,033 |
Total assets | 391,041 | 391,262 |
Current liabilities: | ||
Current maturities of long-term debt | 4,789 | 3,664 |
Accounts payable | 8,040 | 5,708 |
Accrued compensation, benefits and commissions | 37,459 | 36,558 |
Other accrued liabilities | 32,676 | 26,124 |
Operating lease liabilities, current | 4,223 | 4,227 |
Performance obligation | 265,840 | 253,221 |
Total current liabilities | 353,027 | 329,502 |
Long-term liabilities: | ||
Long-term debt, net of current maturities | 70,003 | 79,655 |
Deferred revenue, noncurrent | 34,081 | 47,047 |
Operating lease liabilities, noncurrent | 9,094 | 12,511 |
Other long-term liabilities | 2,006 | 2,933 |
Total liabilities | 468,211 | 471,648 |
Commitments and contingencies (Note 10) | ||
Stockholders’ deficit: | ||
Preferred stock, $0.0001 par value per share. Authorized 99,820 shares (excluding 180 shares of Series A Preferred Stock); no other series has been designated | 0 | 0 |
Common stock, $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding 88,517 and 87,107 shares, respectively | 9 | 9 |
Additional paid-in capital | 156,401 | 149,234 |
Accumulated other comprehensive loss | (4,195) | (2,724) |
Accumulated deficit | (228,269) | (225,789) |
Treasury stock | (1,116) | (1,116) |
Total stockholders' deficit | (77,170) | (80,386) |
Total liabilities, redeemable preferred stock and stockholders' deficit | $ 391,041 | $ 391,262 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 723 | $ 576 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 99,820,000 | 99,820,000 |
Redeemable preferred stock, shares authorized (shares) | 180,000 | 180,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 88,517,000 | 87,107,000 |
Common stock, shares outstanding | 88,517,000 | 87,107,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 409,662 | $ 374,430 | $ 326,780 |
Cost of revenue | 152,385 | 136,464 | 126,211 |
Gross profit | 257,277 | 237,966 | 200,569 |
Operating expenses: | |||
Sales and marketing | 143,018 | 128,496 | 114,741 |
General and administrative | 75,367 | 64,172 | 52,222 |
Impairment charges related to operating lease right-of-use assets | 3,013 | 1,649 | 1,167 |
Reorganization costs | 2,525 | 0 | 0 |
Litigation costs and related recoveries: | |||
Estimated attorney fees and costs | 0 | 7,530 | 0 |
Professional fees and other costs of litigation | 25,654 | 16,457 | 13,493 |
Insurance costs and recoveries, net | (389) | (7,111) | 1,062 |
Litigation costs and related recoveries, net | 25,265 | 16,876 | 14,555 |
Total operating expenses | 249,188 | 211,193 | 182,685 |
Operating income | 8,089 | 26,773 | 17,884 |
Non-operating expenses: | |||
Interest expense | (4,271) | (1,550) | (77) |
Loss from change in fair value of redeemable warrants | 0 | (4,183) | (1,394) |
Other expenses, net | (13) | (1,605) | (258) |
Income before income taxes | 3,805 | 19,435 | 16,155 |
Income taxes | 6,285 | (55,784) | 4,569 |
Net income (loss) | (2,480) | 75,219 | 11,586 |
Other comprehensive income: | |||
Foreign currency translation gain | (2,480) | (2,406) | 1,111 |
Derivative instrument and other adjustments, net of tax | 1,009 | 0 | 0 |
Comprehensive income (loss) | (3,951) | 72,813 | 12,697 |
Net income (loss) attributable to common stockholders | $ (2,480) | $ 45,197 | $ (15,223) |
Basic (usd per share) | $ (0.03) | $ 0.54 | $ (0.21) |
Diluted (usd per share) | $ (0.03) | $ 0.51 | $ (0.21) |
Weighted average number of shares outstanding, basic (shares) | 87,672 | 84,318 | 71,231 |
Weighted average number of shares outstanding, diluted (shares) | 87,672 | 88,970 | 71,231 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands | Total | Series A Preferred Stock | March 2021 And August 2020 Offering | Common Stock | Common Stock March 2021 And August 2020 Offering | Additional Paid-in Capital | Additional Paid-in Capital Series A Preferred Stock | Additional Paid-in Capital March 2021 And August 2020 Offering | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Treasury Stock |
Balance period start (in shares) at Dec. 31, 2019 | 67,503 | ||||||||||
Balance period start at Dec. 31, 2019 | $ (223,321) | $ 7 | $ 90,695 | $ (1,429) | $ (312,594) | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation expense | 7,461 | 7,461 | |||||||||
Exercise of stock options for cash (in shares) | 1,689 | ||||||||||
Exercise of stock options for cash | 1,808 | 1,808 | |||||||||
Restricted stock units vested (in shares) | 1,114 | ||||||||||
Restricted stock units vested | 0 | ||||||||||
Issuance of Common Stock (in shares) | 6,100 | ||||||||||
Issuance of Common Stock | $ 25,104 | $ 1 | $ 25,103 | ||||||||
Make-whole dividends related to redemption of Series A Preferred Stock | $ 0 | ||||||||||
Return on repurchase of Series A Preferred Stock shares in January 2021 | (83) | $ (83) | |||||||||
Accretion of discount on Series A Preferred Stock | (6,275) | (6,275) | |||||||||
Dividends [Abstract] | |||||||||||
Dividends, Cash | (15,713) | (15,713) | |||||||||
Dividends, Paid-in-kind | (4,738) | (4,738) | |||||||||
Other comprehensive loss | 1,111 | 1,111 | |||||||||
Net income (loss) | 11,586 | 11,586 | |||||||||
Balance period end (in shares) at Dec. 31, 2020 | 76,406 | ||||||||||
Balance period end at Dec. 31, 2020 | (203,060) | $ 8 | 98,258 | (318) | (301,008) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock-based compensation expense | 9,710 | 9,710 | |||||||||
Exercise of stock options for cash (in shares) | 1,484 | ||||||||||
Exercise of stock options for cash | 5,864 | 5,864 | |||||||||
Restricted stock units vested (in shares) | 1,604 | ||||||||||
Restricted stock units vested | 0 | ||||||||||
Issuance of Common Stock (in shares) | 7,750 | ||||||||||
Issuance of Common Stock | 55,642 | $ 1 | 55,641 | ||||||||
Accretion related to redemption of Series A Preferred Stock in July and April 2021 | (13,693) | (13,693) | |||||||||
Make-whole dividends related to redemption of Series A Preferred Stock | (2,945) | (2,945) | |||||||||
Return on repurchase of Series A Preferred Stock shares in January 2021 | (38) | $ (38) | |||||||||
Accretion of discount on Series A Preferred Stock | (2,277) | (2,277) | |||||||||
Dividends [Abstract] | |||||||||||
Dividends, Cash | (5,839) | (5,839) | |||||||||
Dividends, Paid-in-kind | (1,752) | (1,752) | |||||||||
Other comprehensive loss | (2,406) | (2,406) | |||||||||
Net income (loss) | 75,219 | 75,219 | |||||||||
Treasury stock (in share) | (137) | ||||||||||
Treasury Stock | (1,116) | (1,116) | |||||||||
Balance period end (in shares) at Dec. 31, 2021 | 87,107 | ||||||||||
Balance period end at Dec. 31, 2021 | (80,386) | $ 9 | 149,234 | (2,724) | (225,789) | (1,116) | |||||
Dividends [Abstract] | |||||||||||
Reclassification of GP Sponsor Warrant liability | 6,305 | 6,305 | |||||||||
Stock-based compensation expense | 10,895 | 10,895 | |||||||||
Exercise of stock options for cash (in shares) | 554 | ||||||||||
Exercise of stock options for cash | 1,012 | 1,012 | |||||||||
Restricted stock units vested (in shares) | 1,649 | ||||||||||
Restricted stock units vested | 0 | ||||||||||
Issuance of Common Stock (in shares) | 60 | ||||||||||
Issuance of Common Stock | $ 0 | $ 0 | $ 0 | ||||||||
Make-whole dividends related to redemption of Series A Preferred Stock | (2,945) | 0 | |||||||||
Return on repurchase of Series A Preferred Stock shares in January 2021 | $ 0 | ||||||||||
Retired shares of Common Stock (in shares) | (853) | ||||||||||
Retired shares of Common Stock | (4,740) | (4,740) | |||||||||
Other comprehensive loss | (1,471) | (1,471) | |||||||||
Net income (loss) | (2,480) | (2,480) | |||||||||
Balance period end (in shares) at Dec. 31, 2022 | 88,517 | ||||||||||
Balance period end at Dec. 31, 2022 | $ (77,170) | $ 9 | $ 156,401 | $ (4,195) | $ (228,269) | $ (1,116) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ (2,480) | $ 75,219 | $ 11,586 |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Accretion and amortization of debt discount and issuance costs | 973 | 441 | 0 |
Non-cash impairment charge | 3,013 | 1,649 | 1,167 |
Amortization and accretion related to ROU assets | 5,530 | 6,139 | 6,192 |
Loss from change in fair value of redeemable warrants | 0 | 4,183 | 1,394 |
Stock-based compensation expense | 10,895 | 9,710 | 7,461 |
Depreciation and amortization | 2,504 | 2,404 | 1,813 |
Deferred income taxes | (2,071) | (62,318) | (514) |
Other | 10 | 0 | 47 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 18,916 | (18,787) | (8,547) |
Prepaid expenses, deposits and other | (6,616) | (3,455) | 3,189 |
Deferred contract costs | (4,217) | (1,564) | (6,895) |
Accounts payable | 2,396 | 2,489 | 931 |
Accrued compensation, benefits, commissions and other liabilities | 2,849 | 3,493 | 1,565 |
Deferred revenue | 3,196 | 47,342 | 22,714 |
Net cash provided by operating activities | 34,898 | 66,945 | 42,103 |
CASH FLOWS USED IN INVESTING ACTIVITIES: | |||
Payment for purchase of short term investments | (31,215) | 0 | 0 |
Proceeds from sale of short term investments | 11,101 | 0 | 0 |
Capital expenditures | (4,331) | (2,108) | (1,483) |
Net cash used in investing activities | (24,445) | (2,108) | (1,483) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net proceeds related to the Common Stock issuances in March 2021 and August 2020 Offerings | 0 | 56,965 | 25,657 |
Payments of professional fees related to Common Stock issuances in March 2021 and August 2020 Offerings | (27) | (1,296) | (553) |
Payments to redeem 87,802 and 60,000 shares of Series A Preferred Stock | 0 | (147,802) | 0 |
Make whole dividends related to 87,802 and 60,000 shares redeemed of Series A Preferred Stock | 0 | (2,945) | 0 |
Proceeds from issuance of Credit Facility | 0 | 89,313 | 0 |
Debt issuance costs paid | 0 | (4,184) | 0 |
Principal payments on borrowings | (9,500) | (2,250) | 0 |
Payments to repurchase shares of Series A Preferred Stock | 0 | (8,951) | (4,500) |
Payment of cash dividends of Series A Preferred Stock | 0 | (9,735) | (15,781) |
Payments to repurchase and retire Common Stock | (4,740) | 0 | 0 |
Payments for treasury stock | 0 | (1,116) | 0 |
Proceeds from exercise of employee stock options | 1,012 | 5,864 | 1,808 |
Principal payments on financing leases | (313) | (428) | (256) |
Net cash provided by (used in) financing activities | (13,568) | (26,565) | 6,375 |
Effect of foreign currency changes on cash | (7,441) | (6,191) | 2,526 |
Net change in cash, cash equivalents and restricted cash | (10,556) | 32,081 | 49,521 |
Cash, cash equivalents and restricted cash at beginning of year | 119,990 | 87,909 | 38,388 |
Cash, cash equivalents and restricted cash at end of year | 109,434 | 119,990 | 87,909 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid for interest | 3,246 | 1,102 | 63 |
Cash paid for income taxes | 2,789 | 2,893 | 3,065 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Discount on shares of Common Stock issued in March 2021 and August 2020 Public Offerings: | 0 | 2,948 | 1,650 |
Underwriter discounts and commissions | 0 | 1,050 | 143 |
Underwriter expenses | 0 | 27 | 300 |
Accrued cash dividends | 0 | 0 | 3,842 |
Accrued PIK dividends | 0 | 0 | 1,193 |
Accretion of discount on Series A Preferred Stock | 0 | 2,277 | 6,275 |
Issuance of Series A Preferred Stock for PIK Dividends | 0 | 2,891 | 4,680 |
Increase in principal related to the Credit Facility discount | 0 | 62 | 0 |
Purchase of equipment under capital lease obligations | $ 0 | $ 0 | $ 1,640 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - shares | Jul. 20, 2021 | Apr. 16, 2021 |
Private Placement | Series A Preferred Stock | ||
Redemption of shares (in shares) | 87,802 | 60,000 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Nature of Business Rimini Street, Inc. was formed in the State of Nevada in 2005 (“RSI” or “predecessor”) and, through a merger in 2017 with a public company, became Rimini Street, Inc., a Delaware corporation (referred to as the “Company”, “we” and “us”), trading on the Nasdaq Global Market under the ticker symbol “RMNI”. The Company is a global provider of enterprise software support services. Its subscription-based software support products and services offer enterprise software licensees a choice of solutions that replace or supplement the support products offered by enterprise software vendors. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Consolidation The consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. Liquidity As of December 31, 2022, the Company's current liabilities exceeded its current assets by $71.3 million, and the Company incurred a net loss of $2.5 million for the year ended December 31, 2022. As of December 31, 2022, the Company had available cash, cash equivalents and restricted cash of $109.4 million. As of December 31, 2022, the Company’s current liabilities included $265.8 million of deferred revenue whereby the historical costs of fulfilling the Company’s commitments to provide services to its customers was approximately 37% of the related deferred revenue for the year ended December 31, 2022. On July 20, 2021, the Company redeemed the remaining 87,802 shares of its 13.00% Series A Preferred Stock at an aggregate total redemption price of $88.4 million. The total redemption price consisted of $87.8 million related to the outstanding shares of Series A Preferred Stock with a face value of $1,000 per share and $0.6 million or $6.86 per share of Series A Preferred Stock related to the dividends earned for the period from July 1, 2021 through July 19, 2021. The redeemed shares of the Series A Preferred Stock, along with the dividends, were recorded on the redemption date of July 20, 2021. The Company funded the July 20, 2021 redemption with borrowings from a five year term loan of $90 million, which was entered into on July 20, 2021 (the “Credit Facility”). Annual minimum principal payments over the five year term for the Credit Facility will be 5%, 5%, 7.5%, 7.5% and 10%, respectively, with the remaining balance due at the end of the term. See Note 5 for further information regarding the Company's Credit Facility. As discussed in Note 7, the Company completed a firm commitment underwritten public offering on March 11, 2021 (the “March 2021 Offering”) of 7.8 million shares of its common stock, par value $0.0001 per share (“Common Stock”), at a price of $7.75 per share for total gross proceeds of $57.0 million. Underwriter discounts and commissions were $2.9 million and the underwriter expenses were $0.2 million. The Company also incurred additional professional fees and expenses of $1.3 million as part of the transaction, resulting in net proceeds from the March 2021 Offering of approximately $55.6 million. The Company had previously completed a firm commitment underwritten public offering on August 18, 2020 (the “August 2020 Offering”) of 6.1 million shares of its Common Stock at a price of $4.50 per share for total gross proceeds of $27.5 million. Underwriter discounts and commissions were $1.7 million and the underwriter expenses were $0.1 million. The Company also incurred additional professional fees of $0.6 million as part of the transaction, resulting in net proceeds from the August 2020 Offering of approximately $25.1 million. Additionally, the Company is obligated to make operating and financing lease payments that are due within the next 12 months in the aggregate amount of $5.7 million. In March 2020, the World Health Organization declared the outbreak of a novel strain of the coronavirus (“COVID-19”) to be a pandemic. After the issuance date of these financial statements, the Company’s ability to operate continues not to be significantly adversely impacted by the COVID-19 pandemic, the Company believes that current cash, cash equivalents, restricted cash, and future cash flow from operating activities will be sufficient to meet the Company’s anticipated cash needs, including Credit Facility repayments, working capital needs, capital expenditures and other contractual obligations for at least 12 months from the issuance date of these financial statements. Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The full extent to which the COVID-19 pandemic will impact the Company's business and operating results will depend on circumstances which are highly uncertain and cannot be accurately predicted. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, the allowance for doubtful accounts receivable, valuation assumptions for stock options, operating lease right-of-use assets and liabilities, deferred income taxes and the related valuation allowances, accretion of discounts on debt and Series A Preferred Stock, and the evaluation and measurement of contingencies. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operation may be affected. Risks and Uncertainties Inherent in the Company’s business are various risks and uncertainties, including its limited operating history in a rapidly changing industry. These risks include the Company’s ability to manage its rapid growth and its ability to attract new customers and expand sales to existing customers, risks related to litigation, as well as other risks and uncertainties. In the event that the Company does not successfully execute its business plan, certain assets may not be recoverable, certain liabilities may not be paid and investments in its capital stock may not be recoverable. The Company’s success depends upon the acceptance of its expertise in providing services, development of sales and distribution channels, and its ability to generate significant revenues and cash flows from the use of this expertise. Segments The Company’s chief operating decision maker (the “CODM”), who is the Company’s Chief Executive Officer and President, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented on an entity-level basis for purposes of making operating decisions and assessing financial performance. The entity-level financial information is identical to the information presented in the accompanying consolidated statements of operations and comprehensive loss. Accordingly, the Company has determined that it operates in a single operating and reportable segment. Cash, Cash Equivalents and Restricted Cash All highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company’s immediate and general business use are classified as cash and cash equivalents. Cash and cash equivalents consist primarily of demand deposits with financial institutions. The restricted cash consists of demand deposits that are pledged as collateral for corporate credit card debts. Allowance for Doubtful Accounts The Company records a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, the Company considers, among other factors, the aging of the accounts receivable, its historical write-offs, the credit worthiness of customers, and general economic conditions. Account balances are charged off against the allowance when the Company believes that it is probable that the receivable will not be recovered. Actual write-offs may either be in excess or less than the estimated allowance. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the following assets: Years Computer equipment 1 - 3 Furniture and fixtures 3 - 7 Capitalized software costs 3 Leasehold improvements Up to 8 years, not to exceed lease term Maintenance and repairs are expensed as incurred. Application development costs related to internal use software projects are capitalized and included in property and equipment. Preliminary planning activities and post implementation activities for internal use software projects are expensed as incurred. Construction-in-progress primarily consists of computer equipment and leasehold improvements that have not yet been placed into service for their intended use. Depreciation and amortization commence when assets are initially placed into service for their intended use. Deferred Contract Costs Costs incurred to obtain new client contracts and to extend existing client contracts are primarily comprised of sales commissions. Initial sales commissions are generally deferred and amortized over their estimated useful life, which is generally 4 years. We determined the period of benefit by taking into consideration the estimated life cycles for our customers, our technology and other factors. We recognized amortization expense related to deferred contract costs of $17.7 million, $16.0 million and $14.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes (“ASC 740”), which applies to all tax positions related to income taxes. Under ASC 740, tax benefits are recognized when it is more-likely-than-not that a tax position will be sustained upon examination by the authorities. The Company recognizes interest and penalties accrued related to uncertain tax benefits as a component of income tax expense. Impairment of Long-lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recognized only if the carrying amount of the long-lived assets is not recoverable and exceeds their fair value. The carrying amount of a long-lived asset is not recoverable if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. An impairment charge is recognized for the amount by which the carrying amount of the asset, or asset group, exceeds its fair value. The Company recognized an impairment charge of $3.0 million, $1.6 million and $1.2 million for the years ended December 31, 2022, 2021 and 2020, respectively, related to two of its office leases as the Company ceased use of a portion of the office space due to increased remote work since the COVID-19 pandemic. Debt Issuance Costs and Discounts Debt issuance costs are costs incurred to obtain new debt financing or modify existing debt financing and consist of incremental direct costs incurred for professional fees and due diligence services, including reimbursement of similar costs incurred by the lenders. Debt issuance costs are allocated proportionately between funded and unfunded portions of debt. Amounts paid to the lenders when a financing is consummated are a reduction of the proceeds and are treated as a debt discount. Debt issuance costs and discounts related to funded debt are presented in the accompanying consolidated balance sheet as a reduction in the carrying value of the debt and are accreted to interest expense using the effective interest method. Debt issuance costs related to unfunded debt is presented in the accompanying consolidated balance sheet as a long-term asset and are amortized using the straight-line method over the contractual term of the debt agreement. Unamortized deferred debt issuance costs are not charged to expense when the related debt becomes a demand obligation due to the violation of terms so long as it is probable that the lenders will either waive the violation or will agree to amend or restructure the terms of the indebtedness. If either circumstance is probable, the deferred debt issuance costs continue to be amortized over the remaining term of the initial amortization period. If it is not probable, the costs will be charged to expense. Debt discounts and issuance costs are collectively referred to as DDIC. Accounting for Series A Preferred Stock Series A Preferred Stock was previously classified as mezzanine equity in the Company’s consolidated balance sheet since the holders had redemption rights beginning in July 2023 (and earlier under certain circumstances). Discounts and incremental and direct costs incurred to consummate the Private Placement were allocated pro rata between the Series A Preferred Stock and the Common Stock issued based on the relative fair value on the Closing Date. The discount related to Series A Preferred Stock was being accreted using the effective interest method. Accordingly, the carrying value of the Series A Preferred Stock was being increased with a corresponding reduction in additional paid-in capital from the issuance date of July 19, 2018 until the final redemption on July 20, 2021, when the carrying value was equal to the aggregate liquidation preference. The Company recorded a liability for dividends in the period incurred. Accrued dividends were a component of the liquidation preference until paid in cash or settled in additional shares of Series A Preferred Stock. Accretion and accrued dividends were treated as deductions in the calculation of earnings attributable to common stockholders. As noted above, the remaining shares of Series A Preferred Stock were redeemed on July 20, 2021. Revenue Recognition Revenue is primarily derived from support services, and to a lesser extent, software licensing and related maintenance and professional services. Revenue is recognized when performance obligations, as stipulated in the contracts, are transferred to a customer for an amount that reflects the consideration the Company expects to receive in exchange for those support services and service contracts. This occurs when the contracts are executed by both parties, the rights and obligations of the parties are identified, payment terms are identified, the contracts have commercial substance and collectability of consideration is probable. The Company's contracts generally do not contain any refund provisions other than in the event of our non-performance or breach. However, the Company's contracts may include non-standard terms negotiated with each respective client that may impact the amount and timing of revenue recognized. The Company determines revenue recognition through the following steps: • Identification of the contract with the customer. • Identification of the performance obligations. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations. • Recognition of revenue when the performance obligations are satisfied. Most of the Company's contracts contain a single performance obligation for subscription support services. In a limited number of arrangements, the Company also licenses software and related maintenance services under term-based arrangements or provides professional services. The Company’s performance obligations are evaluated for whether they can be distinct or should be accounted for as one performance obligation and primarily consist of (i) subscription support services or (ii) professional services sold on a time and materials basis. The transaction price is generally the same as the contractual price. Typically, the structure of our arrangements do not give rise to variable consideration. However, in those instances where variable consideration should exist, the Company includes in its estimates, additional revenue for variable consideration when it has an enforceable right, the amount can be estimated reliably and its realization is probable. Subscription Services The Company’s subscription support services are part of a comprehensive support program that helps clients keep their software and systems running smoothly and in full legal compliance. Subscription support services include product support (fixes and installation support), security, advanced support (performance tuning and interoperability), strategic roadmap services (upgrade process), global tax, legal and regulatory services, global security, proactive support services, strategic roadmap services, device and user interface support and account management services. Subscription contracts are generally non-cancelable and do not contain general rights of return. The Company’s support subscription is viewed as a stand-ready performance obligation comprised of a series of distinct services that is satisfied ratably over time as the services are provided. A time-elapsed output method is used to measure progress as the Company's efforts are expended evenly throughout the period given the nature of the promise is a stand-ready service. Other Services Other services include both software licensing services and professional services. The Company’s software licensing includes both internally developed software licenses as well as third party licenses. The Company’s professional services consist of various consulting services, which include project oversight, minor software customization or enhancement, and testing of client-developed software customization. Services may be provided solely by the Company, by a partner of the Company, or in combination with the Company's partners. The Company’s professional services are generally provided under a separate statement of work from our subscription support services. Revenue is recognized as services are performed. Revenues generally include any taxes withheld by foreign customers and subsequently remitted to governmental authorities in those foreign jurisdictions. Foreign withholding taxes included in revenues amounted to $3.9 million, $3.3 million and $2.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company's remaining performance obligations represent all future non-cancellable revenue under contract that has not yet been recognized as revenue, and includes deferred revenue and unbilled amounts. As of December 31, 2022, remaining performance obligations amounted to $577.9 million, of which $299.9 million was billed and recorded as deferred revenue. Deferred revenue is a contract liability that consists of billings issued that are non-cancellable and payments received in advance of revenue recognition. The Company typically invoices its customers at the beginning of the contract term, in annual and multi-year installments. Deferred revenue is recognized as the Company satisfies its performance obligations over the term of the contracted service period. The Company expects to recognize revenue on approximately $265.8 million of the billed remaining performance obligations over the next 12 months, with the remaining deferred revenue balance recognized thereafter. Advertising Advertising costs are charged to sales and marketing expense in the period incurred. Legal Costs and Deferred Settlement Proceeds Legal fees and costs are charged to general and administrative expense as incurred, other than legal fees and costs that are accounted for as deferred offering costs and debt issuance costs. The proceeds from legal fee insurance coverage prepaid settlements were accounted for as a deferred liability that was reduced as legal expenses related to the litigation were incurred. Loss Contingencies The Company is subject to various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. If some amount within a range of probable loss appears to be a better estimate than any other amount within the range, the Company accrues that amount. Alternatively, when no amount within a range of probable loss appears to be a better estimate than any other amount, the Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss is estimable, then the Company discloses the range of the possible loss if the upper end of the range is material. If the Company cannot estimate the range of loss, it will disclose the reason why it cannot estimate the range of loss, if there is a reasonable possibility that the amount of loss may be material. The Company regularly evaluates current information available to it to determine whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed. Stock-Based Compensation The Company measures the cost of employee and director services received in exchange for all equity awards granted, based on the fair market value of the award as of the grant date. The Company computes the fair value of options using the Black-Scholes-Merton (“BSM”) option pricing model. The Company recognizes the cost of the equity awards over the period that services are provided to earn the award, usually the vesting period. For awards granted which contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. Stock-based compensation expense is recognized based on awards ultimately expected to vest whereby estimates of forfeitures are based upon historical experience. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. Interest and penalties related to income taxes are recognized in the provision for income taxes. Foreign Currency The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are their respective local currencies. The asset and liability accounts of the foreign subsidiaries are translated from their local currencies at the exchange rates in effect on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the period. Gains and losses resulting from the translation of the subsidiary balance sheets are recorded net of tax as a component of accumulated other comprehensive loss. Gains and losses from foreign currency transactions are recorded in other income and expense in the consolidated statements of operations and comprehensive loss. The tax effect has not been material to date. Earnings (Loss) Per Common Share Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed using the treasury stock method by giving effect to the exercise of all potential shares of Common Stock, including stock options and warrants, and the conversion of RSI Preferred Stock, to the extent dilutive. RSI Preferred Stock participated in dividends but was not considered participating securities when there was a net loss because the holders did not have a contractual obligation to share in the losses. The holders of Series A Preferred Stock are entitled to participate in Common Stock dividends, if and when declared, on a one-to-one per-share basis. Accordingly, in periods in which the Company has net income, earnings per share will be computed using the two-class method whereby the pro rata dividends distributable to the holders of Series A Preferred Stock will be deducted from earnings applicable to common stockholders, regardless of whether a dividend is declared for such undistributed earnings. Recent Accounting Pronouncements The following accounting standards were adopted during the fiscal year 2022: In August 2020, the FASB issued ASU 2020-6, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) . The guidance eliminates the beneficial conversion and cash conversion accounting for convertible instruments. The new guidance also modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The new guidance was effective for us as of January 1, 2022. The impact of the adoption of this guidance did not have a material impact on our Consolidated Financial Statements. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES Operating Leases Effective at the start of fiscal 2020, the Company adopted the provisions and expanded disclosure requirements described in Topic 842. The Company adopted the standard using the prospective method. Accordingly, the results for the prior comparable periods were not adjusted to conform to the current period measurement or recognition of results. The Company has operating leases for real estate and equipment with an option to renew the leases in the range of one month to five years. Some of the leases include the option to terminate the leases upon 30-days’ notice with a penalty. The Company's leases have various remaining lease terms ranging from January 2023 to January 2027. The Company's lease agreements may include renewal or termination options for varying periods that are generally at the Company's discretion. The Company's lease terms only include those periods related to renewal options the Company believes are reasonably certain to exercise. The Company generally does not include these renewal options as it is not reasonably certain to renew at the lease commencement date. This determination is based on consideration of certain economic, strategic and other factors that the Company evaluates at lease commencement date and reevaluates throughout the lease term. Some leases also include options to terminate the leases and the Company only includes those periods beyond the termination date if it is reasonably certain not to exercise the termination option. The Company uses a discount rate to calculate the ROU asset and lease liability. As most of the Company's leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. Some leasing arrangements require variable payments that are dependent on usage or may vary for other reasons, such as payments for insurance and tax payments. The variable portion of lease payments is not included in the Company's ROU assets or lease liabilities. Rather, variable payments, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred and are included in lease expenses recorded in selling and administrative expenses on the Consolidated Statements of Operations. The Company has lease agreements with both lease and non-lease components that are treated as a single lease component for all underlying asset classes. Accordingly, all expenses associated with a lease contract are accounted for as lease expenses. The Company has elected to apply the short-term lease exception for all underlying asset classes. That is, leases with a term of 12 months or less are not recognized on the balance sheet, but rather expensed on a straight-line basis over the lease term. The Company's leases do not include significant restrictions or covenants, and residual value guarantees are generally not included within its operating leases. As of December 31, 2022, the Company did not have any material additional operating leases that have not yet commenced. The components of operating lease expense and supplemental balance sheet information for the years ended December 31, were as follows (in thousands): 2022 2021 2020 Operating lease expense related to ROU assets and liabilities $ 5,530 $ 6,139 $ 6,192 Other lease expense 838 660 1,076 Total lease expense $ 6,368 $ 6,799 $ 7,268 Other information related to leases as of December 31, was as follows (in thousands): Supplemental Balance Sheet Information 2022 2021 Operating lease right-of-use assets, noncurrent $ 7,142 $ 12,722 Operating lease liabilities, current $ 4,223 $ 4,227 Operating lease liabilities, noncurrent 9,094 12,511 Total operating lease liabilities $ 13,317 $ 16,738 Weighted Average Remaining Lease Term Years Operating Leases 3.2 Weighted Average Discount Rate Operating Leases 10.2 % Maturities of operating lease liabilities as of December 31, 2022 were as follows (in thousands): Year Ending December 31: 2023 $ 5,340 2024 4,625 2025 3,050 2026 2,446 2027 208 Thereafter — Total future undiscounted lease payments 15,669 Less imputed interest (2,352) Total $ 13,317 For the years ended December 31, 2022 and 2021 , the Company paid $5.5 million and $6.1 million, respectively, for operating leases. Finance Leases The Company has entered into various financing lease agreements for certain computer equipment, with one lease agreement outstanding as of December 31, 2022. The remaining lease term is 34 months with an annual implied interest rate of 7.9%. As of December 31, 2022, the future annual minimum lease payments under financing lease obligations are as follows (in thousands): Year ending December 31: 2023 $ 398 2024 398 2025 332 2026 — 2027 — Total minimum lease payments 1,128 Less amounts representing interest 114 Present value of minimum lease payments 1,014 Less current portion, included in accrued expenses 333 Long-term obligation, included in other long-term liabilities $ 681 As of December 31, 2022 and 2021, the carrying values of leased equipment (included as a component of property and equipment) in the consolidated balance sheets, were as follows (in thousands): 2022 2021 Leased computer equipment $ 4,954 $ 4,954 Less accumulated depreciation (4,453) (3,907) Net $ 501 $ 1,047 |
OTHER FINANCIAL INFORMATION
OTHER FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OTHER FINANCIAL INFORMATION | OTHER FINANCIAL INFORMATION Cash, cash equivalents and restricted cash As of December 31, 2022 and 2021, cash, cash equivalents and restricted cash were as follows (in thousands): 2022 2021 Cash and cash equivalents $ 109,008 $ 119,571 Restricted cash 426 419 Total cash, cash equivalents and restricted cash $ 109,434 $ 119,990 Allowance for Doubtful Accounts Activity in the allowance for doubtful accounts is set forth below for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Allowance, beginning of year $ 576 $ 723 $ 1,608 Provisions 218 255 996 Write offs, net of recoveries (71) (402) (1,881) Allowance, end of year $ 723 $ 576 $ 723 In 2020, write offs, net of recoveries was significant due to collection issues and client bankruptcies resulting, in part, to the COVID-19 pandemic. Prepaid Expenses and Other Current Assets As of December 31, 2022 and 2021, prepaid expenses and other current assets consisted of the following (in thousands): 2022 2021 Prepaid expenses and deposits $ 12,145 $ 9,387 Foreign tax refunds receivable 2,792 3,068 Other 3,909 3,885 Total $ 18,846 $ 16,340 Property and Equipment As of December 31, 2022 and 2021, property and equipment consisted of the following (in thousands): 2022 2021 Computer equipment $ 14,738 $ 12,709 Furniture and fixtures 2,810 2,825 Capitalized software costs 825 435 Leasehold improvements 1,271 1,279 Construction-in-progress 1,910 465 Total property and equipment 21,554 17,713 Less accumulated depreciation (15,441) (13,278) Property and equipment, net $ 6,113 $ 4,435 Depreciation expense was $2.5 million, $2.4 million and $1.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. Deferred Contract Costs Activity for deferred contract costs for the years ended December 31, 2022 and 2021 was provided below (in thousands): 2022 2021 Deferred contract costs, current and noncurrent as of the beginning of the period $ 36,509 $ 34,945 Capitalized commissions during the period 21,960 17,519 Amortized deferred contract costs during the period (17,743) (15,955) Deferred contract costs, current and noncurrent, as of the end of the period $ 40,726 $ 36,509 Other Accrued Liabilities As of December 31, 2022 and 2021, other accrued liabilities consisted of the following (in thousands): 2022 2021 Accrued sales and other taxes $ 6,878 $ 8,805 Accrued professional fees 9,184 4,502 Accrued reorganization costs 2,526 — Current maturities of capital lease obligations 333 315 Income taxes payable 2,229 1,546 Accrued litigation settlement costs 6,979 7,530 Other accrued expenses 4,547 3,426 Total other accrued liabilities $ 32,676 $ 26,124 Deferred Revenue Activity for deferred revenue for the years ended December 31, 2022 and 2021 was provided below (in thousands): 2022 2021 Deferred revenue, current and noncurrent, as of the beginning of the period $ 300,268 $ 256,933 Billings, net 409,315 417,765 Revenue recognized (409,662) (374,430) Deferred revenue, current and noncurrent, as of the end of the period $ 299,921 $ 300,268 Advertising Advertising expenses were $1.7 million, $1.2 million and $3.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. Other Expenses, Net For the years ended December 31, 2022, 2021 and 2020, other expenses, net consisted of the following (in thousands): 2022 2021 2020 Interest and other income $ 228 $ 55 $ 24 Foreign currency gain (loss) 12 (1,394) (77) Other expenses (253) (266) (205) Total other expenses, net $ (13) $ (1,605) $ (258) |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Debt is presented net of debt discounts and issuance costs in the Company's balance sheets. As of December 31, 2022 and December 31, 2021, debt consisted of the following (in thousands): 2022 2021 Credit Facility $ 74,792 $ 83,319 Less current maturities 4,789 3,664 Long-term debt, net of current maturities $ 70,003 $ 79,655 On May 31, 2022, the Company prepaid $5.0 million of indebtedness outstanding under its Credit Facility with no prepayment penalty. On December 31, 2022, September 30, 2022, June 30, 2022 and March 31, 2022, the Company made its required quarterly principal payments of $1.1 million, respectively, which totaled $4.5 million for the year ended December 31, 2022. On May 31, 2022, the Company also amended the Credit Facility to increase the aggregate value of the Common Stock shares that can be repurchased by the Company to $50 million during the term of the Credit Facility. Effective July 20, 2021, the Company received $89.3 million of net proceeds related to the Credit Facility. The borrowings under the Credit Facility were discounted at 0.375%. As part of the transaction, the Company incurred issuance costs of $4.2 million, which were capitalized and are being amortized over the term of the Credit Facility. The Credit Facility originally bore interest at the London Interbank Offered Rate (“LIBOR”), plus a margin ranging from 1.75% to 2.50%. From January 1, 2022 through March 31, 2022, the margin for the Credit Facility was 2.25%. Effective April 1, 2022, the margin for the Credit Facility decreased to 1.75% for the remainder of fiscal year 2022. For the year ended December 31, 2022 and 2021, the effective interest rates on the Credit Facility were 4.8% and 3.5%, respectively. Effective February 28, 2023, the Company amended the Credit Facility to implement certain changes in the reference rate from LIBOR to SOFR. The fair value of the Credit Facility was $78.8 million (Level 2 inputs) as of December 31, 2022 compared to the carrying value of $77.8 million as of December 31, 2022. The LIBOR rate as of December 31, 2021 was not materially different from the interest rate for the year ended December 31, 2021. Hence the fair value of the Credit Facility approximated the carrying value as of December 31, 2021. The Credit Facility contains certain financial covenants, including a minimum fixed charge coverage ratio greater than 1.25, a total leverage ratio less than 3.75, and a minimum liquidity of $20 million in U.S. cash. Annual minimum principal payments over the five year term for the Credit Facility will be 5%, 5%, 7.5%, 7.5%, and 10%, respectively, with the remaining balance due at the end of the term. For the year ended December 31, 2021, the Company made principal payments of $2.3 million. Pursuant to a Guaranty and Security Agreement, dated July 2, 2021 (the “Guaranty and Security Agreement”), among the Credit Parties and Capital One, National Association, as agent, the obligations under the Credit Agreement are guaranteed by certain of the Company’s subsidiaries (the Company and the guarantors, collectively, the “Credit Parties”) and are secured, subject to customary permitted liens and exceptions, by a lien on substantially all assets of the Credit Parties. On May 28, 2022, the Board of Directors authorized an increase to our previously announced Common Stock repurchase program to increase the value of the securities that could be acquired by us from up to $15.0 million over two years to up to $50.0 million over the next four years, subject to continuing compliance with our Credit Facility, provided that all other applicable conditions and legal requirements are satisfied. On February 27, 2022, the Board of Directors approved the adoption of a stock repurchase program to acquire up to $15.0 million of our Common Stock both on the open market and in privately negotiated transactions, including through Rule 10b5-1 plans, through March 4, 2024, subject to compliance with our Credit Facility, which was amended effective January 14, 2022 to increase the aggregate value of the shares of Common Stock that could be acquired by us to no greater than $15.0 million during the term of the Credit Facility, provided that all other applicable conditions and legal requirements are satisfied. On May 18, 2022, the Company entered into an interest rate swap agreement with a notional value of $40 million, with a fixed payer LIBOR rate of 2.9935% and an initial floating LIBOR rate of 0.93557%. The floating rate is reset at each month end and has an embedded floor rate of 0.0%. The term of the interest rate swap agreement coincides with that of the Credit Facility. See Note 13 for further information regarding the fair value accounting for the interest rate swap agreement. Effective February 28, 2023, the interest rate swap agreement was amended in connection with the amendment of the Credit Facility to implement certain changes in the reference rate from LIBOR to SOFR, as described below. Subsequent Event On February 22, 2023, the Company amended its Credit Facility. The amendment implemented certain changes in the reference rate from LIBOR to the Secured Overnight Financing Rate (“SOFR”). As of February 28, 2023, the Company has a choice of interest rates between (a) Adjusted Term SOFR and (b) Base Rate, in each case plus an applicable margin. The applicable margin remains the same as the existing Credit Agreement, and is based on the Company’s Consolidated Leverage Ratio (as defined in the Credit Agreement) and whether the Company elects Adjusted Term SOFR (ranging from 1.75 to 2.50%) or Base Rate (ranging from 0.75 to 1.50%). In addition, the amendment adjusted the definition of Consolidated EBITDA to provide an addback solely for the fourth fiscal quarter of 2022, and any period including such quarter, that costs and legal fees and expenses incurred by the Company in connection with its ongoing litigation with Oracle up to $10.0 million can be added back and included in the applicable calculation of the Consolidated EBITDA. Based on voluntary prepayments made to date under the Credit Facility, the Company currently has available $40 million in incremental borrowings available for future use, subject to the terms of the Credit Facility. Interest Expense The components of interest expense for the years ended December 31, 2022, 2021 and 2020 are presented below (in thousands): 2022 2021 2020 Credit Facility: Interest expense $ 3,205 $ 977 $ — Accretion expense related to discount and issuance costs 973 442 — Interest on other borrowings 93 131 77 Total interest expense $ 4,271 $ 1,550 $ 77 |
REDEEMABLE SERIES A PREFERRED S
REDEEMABLE SERIES A PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
REDEEMABLE SERIES A PREFERRED STOCK | REDEEMABLE SERIES A PREFERRED STOCK Series A Preferred Stock was previously classified as mezzanine equity in the Company’s consolidated balance sheet from July 19, 2018 through July 20, 2021 because the holders had redemption rights beginning in July 2023 (and earlier under certain circumstances). Discounts and incremental and direct costs incurred to consummate the Private Placement were allocated pro rata between the Series A Preferred Stock and the Common Stock issued based on the relative fair value on the Closing Date of three different transactions, which are listed below. The discount related to Series A Preferred Stock was being accreted using the effective interest method. Accordingly, the carrying value of the Series A Preferred Stock was being increased with a corresponding reduction in additional paid-in capital from the issuance date of July 19, 2018 until the final redemption on July 20, 2021, when the carrying value will be equal to the aggregate liquidation preference. The Company recorded a liability for dividends in the period incurred. Accrued dividends were a component of the liquidation preference until paid in cash or settled in additional shares of Series A Preferred Stock. Accretion and accrued dividends are treated as deductions in the calculation of earnings attributable to common stockholders. 2018 Securities Purchase Agreement On July 19, 2018, the Company closed a Securities Purchase Agreement (the “2018 SPA”) with several accredited investors (the “Purchasers”) for a private placement (the “Initial Private Placement”) of (i) 140,000 shares of Series A Preferred Stock, (ii) approximately 2.9 million shares of Common Stock, and (iii) convertible secured promissory notes (the “Convertible Notes”), with no principal amount outstanding at issuance that solely collateralize amounts, if any, that may become payable by the Company pursuant to certain redemption provisions of the Series A Preferred Stock. Pursuant to the 2018 SPA, the Purchasers acquired an aggregate of 140,000 shares of Series A Preferred Stock, 2.9 million shares of Common Stock, and Convertible Notes with no principal amount outstanding as of the issuance date, for an aggregate purchase price equal to $133.0 million in cash (after taking into account a discount of $7.0 million, but before the incremental and direct transaction costs associated with the Private Placement of $4.6 million). The allocation of the net proceeds as of the Closing Date, along with changes in the net carrying value of the Series A Preferred Stock through December 31, 2019 are set forth below (dollars in thousands): Series A Preferred Stock Common Convertible Shares Amount Stock Notes Total Fair value on July 19, 2018: Series A Preferred Stock 140,000 $ 126,763 (1) $ — $ — $ 126,763 Common Stock — — 20,131 (2) — 20,131 Convertible Notes — — — — — Total 140,000 $ 126,763 $ 20,131 $ — $ 146,894 Relative fair value allocation on July 19, 2018: Aggregate cash proceeds on July 19, 2018 140,000 $ 114,773 (3) $ 18,227 (3) $ — $ 133,000 Incremental and direct costs — (3,994) (4) (634) (4) — (4,628) Net carrying value on July 19, 2018 140,000 $ 110,779 $ 17,593 $ — $ 128,372 _________________ 1. The liquidation preference for each share of Series A Preferred Stock on the closing date for the Initial Private Placement was $1,000 per for an aggregate liquidation preference of $140.0 million. The estimated fair value of the Series A Preferred Stock was approximately $126.8 million on July 19, 2018, which is the basis for allocation of the net proceeds. Please refer to Note 13 for further discussion of the valuation methodology employed. 2. The fair value of the issuance of approximately 2.9 million shares of the Common Stock was based on the last closing price of $6.95 per share on the date prior to closing the transaction. 3. The aggregate cash proceeds of $133.0 million on July 19, 2018 were allocated pro rata based on the fair value of all consideration issued. 4. Incremental and direct costs of the Initial Private Placement were allocated pro rata based on the fair value of all consideration issued. Such costs include financial advisory and professional fees of $2.7 million that were incurred by the Company, and due diligence and professional fees incurred by the investors of $1.9 million. At the closing, the Company used the $133.0 million of proceeds from the Initial Private Placement plus cash and cash equivalents of $2.7 million to (i) repay all outstanding indebtedness and various operating and financing fees and expenses under the former Credit Facility in the aggregate amount of $132.8 million, (ii) pay incremental and direct transaction costs of $2.7 million, and (iii) pay a professional services retainer of $0.2 million. In connection with the completion of the Initial Private Placement, the Company, among other customary closing actions, (i) filed a Certificate of Designations with the State of Delaware setting forth the rights, preferences, privileges, qualifications, restrictions and limitations on the Series A Preferred Stock, (ii) entered into a Registration Rights Agreement with the Purchasers setting forth certain registration rights of capital stock held by the Purchasers (the “Registration Rights Agreement”), (iii) delivered a Convertible Note to each Purchaser, and (iv) entered into a Security Agreement (the “Security Agreement”) in respect of the Company’s assets collateralizing the amounts that may become payable pursuant to the Convertible Notes if certain redemption provisions of the Series A Preferred Stock are triggered in the future. March 2019 Securities Purchase Agreement On March 7, 2019, the Company entered into a securities purchase agreement (the “March 2019 SPA”) with an accredited investor for a private placement (the "March 2019 Private Placement") of (i) 6,500 shares of Series A Preferred Stock, (ii) 134,483 shares of Common Stock, and (iii) a Convertible Note (as defined below) with no principal balance outstanding. The shares of Series A Preferred Stock were authorized pursuant to the Certificate of Designations and are subject to the provisions set forth in an amended Security Agreement, a Convertible Note and a registration rights agreement that is substantially similar in all material respects to the Registration Rights Agreement entered into in connection with the 2018 Securities Purchase Agreement discussed below. The accredited investor in the March 2019 Private Placement is affiliated with one of the accredited investors in the Initial Private Placement. The aggregate cash proceeds from the March 2019 Private Placement were $5.8 million in cash (after an 11.0% discount or $0.7 million). The net proceeds were approximately $5.0 million after estimated transaction costs payable by the Company of $0.8 million. The transaction costs consisted of 85,000 shares of Common Stock issued to the existing holders of the Series A Preferred Stock for their consent at a cost of approximately $0.5 million and direct transaction costs of approximately $0.3 million related to due diligence and professional fees. The net proceeds were allocated based on their relative fair values at issuance of the Series A Preferred Stock and the Common Stock. The allocation of the net proceeds from the March 2019 Private Placement are set forth below (dollars in thousands): Series A Preferred Stock Common Convertible Shares Amount Stock Notes Total Fair value on March 7, 2019: Series A Preferred Stock 6,500 $ 5,313 (1) $ — $ — $ 5,313 Common Stock — — 722 (2) — 722 Convertible Notes — — — — — Total 6,500 $ 5,313 $ 722 $ — $ 6,035 Relative fair value allocation on March 7, 2019: Aggregate cash proceeds on March 7, 2019 6,500 $ 5,093 (3) $ 692 (3) $ — $ 5,785 Incremental and direct costs — (661) (4) (90) (4) — (751) Net carrying value on March 7, 2019 6,500 $ 4,432 $ 602 $ — $ 5,034 1. The liquidation preference for each share of Series A Preferred Stock on the closing date for the March 2019 Private Placement was $1,000 per share for an aggregate liquidation preference of $6.5 million. The estimated fair value of the Series A Preferred Stock was approximately $5.3 million on March 7, 2019, which is the basis for allocation of the net proceeds. Please refer to Note 13 for further discussion of the valuation methodology employed. 2. The fair value of the issuance of approximately 134,483 shares of the Common Stock was based on the closing price of $5.37 per share on the date prior to closing of the transaction. 3. The aggregate cash proceeds of $5.8 million on March 7, 2019 were allocated pro rata based on the fair value of all consideration issued. 4. Incremental and direct costs related to the March 2019 Private Placement were allocated pro rata based on the fair value of all consideration issued. Such costs included the issuance of 85,000 shares of Common Stock to the Initial Private Placement investors in the Series A Preferred Stock for their consent of approximately $0.5 million and financial advisory and professional fees that were incurred of approximately $0.3 million that were either paid or accrued directly by the Company as of March 31, 2019. June 2019 Securities Purchase Agreement On June 20, 2019, the Company entered into a securities purchase agreement (the "June 2019 SPA") with accredited investors for a private placement (the “June 2019 Private Placement”) of (i) 3,500 shares of Series A Preferred Stock, (ii) 72,414 shares of Common Stock, and (iii) a Convertible Note (as defined below) with no principal balance outstanding. The shares of the Series A Preferred Stock were authorized pursuant to the Certificate of Designations (as defined below) and are subject to the provisions set forth in an amended Security Agreement (as defined below), a Convertible Note and a registration rights agreement that is substantially similar in all material respects to the Registration Rights Agreement (as defined below) entered into connection with the 2018 Securities Purchase Agreement discussed below. The accredited investors in the June 2019 Private Placement are not affiliated with the accredited investors in the March 2019 Private Placement or the Initial Private Placement. The aggregate cash proceeds from the June 2019 Private Placement were $3.3 million in cash (after a 5.0% discount or $0.2 million). The net proceeds were approximately $3.0 million after estimated transaction costs payable by the Company of $0.3 million. The transaction costs consisted of 35,000 shares of Common Stock issued to the existing holders of the Series A Preferred Stock for their consent at a cost of approximately $0.2 million and direct transaction costs of approximately $0.2 million related to professional fees of the investors, existing holders of Series A Preferred Stock and the Company. The net proceeds were allocated based on their relative fair values at issuance of the Series A Preferred Stock and the Common Stock. The allocation of the net proceeds from the June 2019 Private Placement are set forth below (dollars in thousands): Series A Preferred Stock Common Convertible Shares Amount Stock Notes Total Fair value on June 20, 2019: Series A Preferred Stock 3,500 $ 2,997 (1) $ — $ — $ 2,997 Common Stock — — 376 (2) — 376 Convertible Notes — — — — — Total 3,500 $ 2,997 $ 376 $ — $ 3,373 Relative fair value allocation on June 20, 2019: Aggregate cash proceeds on June 20, 2019 3,500 $ 2,954 (3) $ 371 (3) $ — $ 3,325 Incremental and direct costs — (301) (4) (38) (4) — (339) Net carrying value on June 20, 2019 3,500 $ 2,653 $ 333 $ — $ 2,986 1. The liquidation preference for each share of Series A Preferred Stock on the closing date for the June 2019 Private Placement was $1,000 per share for an aggregate liquidation preference of $3.5 million. The estimated fair value of the Series A Preferred Stock was approximately $3.0 million on June 20, 2019, which is the basis for allocation of the net proceeds. Please refer to Note 13 for further discussion of the valuation methodology employed. 2. The fair value of the issuance of approximately 72,414 shares of the Common Stock was based on the closing price of $5.19 per share on the date prior to closing of the transaction. 3. The aggregate cash proceeds of $3.3 million on June 20, 2019 were allocated pro rata based on the fair value of all consideration issued. 4. Incremental and direct costs related to the June 2019 Private Placement were allocated pro rata based on the fair value of all consideration issued. Such costs included the issuance of 35,000 shares of Common Stock to the Initial Private Placement investors in the Series A Preferred Stock for their consent of approximately $0.2 million and financial advisory and professional fees that were incurred of approximately $0.2 million that were either paid or accrued directly by the Company as of June 30, 2019. On July 20, 2021, the Company redeemed the remaining 87,802 shares of its 13.00% Series A Preferred Stock at an aggregate total redemption price of $88.4 million. The total price consisted of $87.8 million related to the outstanding shares of Series A Preferred Stock with a face value of $1,000 per share and $0.6 million or $6.86 per share of Series A Preferred Stock related to the dividends earned for the period from July 1, 2021 through July 19, 2021. The redeemed shares of the Series A Preferred Stock, along with the dividends, were recorded on the redemption date of July 20, 2021. The Company funded the July 20, 2021 redemption with borrowings under the Credit Facility. See Note 5 for further information regarding the Company's Credit Facility. On April 16, 2021, the Company redeemed 60,000 shares of its 13.00% Series A Preferred Stock at an aggregate total redemption price of $62.3 million. The total price consisted of $60.0 million related to the face value of $1,000 per share of Series A Preferred Stock and $2.3 million or $39.05 per share of Series A Preferred Stock related to the dividends to be earned for the period from April 1, 2021 through July 18, 2021. The redeemed shares of Series A Preferred Stock, along with the dividends were recorded when the Series A Preferred Stock became mandatorily redeemable on April 16, 2021. The Company funded the April 16, 2021 redemption with a portion of the proceeds from the March 2021 Offering and the August 2020 Offering, which raised aggregate net proceeds of approximately $80.7 million. On January 5, 2021, the Company entered into an agreement with certain of the holders of its Series A Preferred Stock (the “January 2021 Stock Repurchase Agreement”) to repurchase 10,000 shares of Series A Preferred Stock and the associated obligations pursuant to the Company’s Convertible Secured Promissory Notes outstanding in respect thereof (the “Note Obligations”) for an aggregate purchase price of approximately $8.95 million representing a discount to the face value of such shares of Series A Preferred Stock and no make-whole payments were required. On October 30, 2020, the Company entered into the Stock Repurchase Agreement with certain of the holders of its Series A Preferred Stock to repurchase 5,000 shares of Series A Preferred Stock and the associated Note Obligations for an aggregate purchase price of approximately $4.5 million representing a discount to the face value of such shares of Series A Preferred Stock and no make-whole payments were required. Upon the closing of the transactions contemplated by the January 2021 Stock Repurchase Agreement, the shares of Series A Preferred Stock purchased by the Company were retired (and the underlying Note Obligations cancelled) and are not eligible for re-issuance by the Company in accordance with the terms of the CoD. The changes in the net carrying value of Series A Preferred Stock from December 31, 2020 to December 31, 2021, are set forth below (dollars in thousands): Series A Preferred Stock Shares Amount Net carrying value as of December 31, 2020 154,911 $ 137,854 Issuance of shares to settle PIK dividends on January 4, 2021 1,193 1,193 Repurchase of 10,000 shares on January 5, 2021 (10,000) (8,913) Issuance of shares to settle PIK dividends on April 1, 2021 1,051 1,051 Redemption of 60,000 shares on April 16,2021 (60,000) (54,327) Issuance of shares to settle PIK dividends on July 1, 2021 647 647 Redemption of 87,802 shares on July 20, 2021 (87,802) (79,782) Accretion of discount from January 1, 2021 to July 20,2021 — 2,277 Net carrying value as of December 31, 2021 — $ — Presented below is a summary of total and per share dividends declared for the years ended December 31, 2019 through December 31, 2021 (dollars in thousands, except per share amounts): Dividends Payable in: Total Dividends Dividends Cash PIK Per Share Liability for unpaid dividends, December 31, 2019 $ 3,889 $ 1,156 $ 5,045 $ 32.50 Cash Dividends at 10.0% per annum: For the year ended December 31, 2020 15,713 — 15,713 99.90 PIK Dividends at 3.0% per annum: For the year ended December 31, 2020 — 4,717 4,717 29.99 Fractional shares payable in cash for the year ended December 31, 2020 21 — 21 0.13 Dividends paid during the year ended December 31, 2020 (15,781) (4,680) (20,461) (130.08) Liability for unpaid dividends, December 31, 2020 3,842 1,193 5,035 32.50 Cash Dividends at 10.0% per annum: For the year ended December 31, 2021 5,839 — 5,839 89.98 PIK Dividends at 3.0% per annum: For the year ended December 31, 2021 — 1,752 1,752 27.00 Fractional shares payable in cash for the year ended December 31, 2021 54 (54) — — Dividends paid during the year ended December 31, 2021 (9,735) (2,891) (12,626) (194.57) Liability for dividends, December 31, 2021 $ — $ — $ — $ — |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
CAPITAL STRUCTURE | CAPITAL STRUCTURE Preferred Stock Upon completion of the Delaware Domestication discussed in Note 1, the Company is authorized to issue 100,000,000 preferred shares with a par value of $0.0001 per share in one or more series. The Company’s board of directors is authorized to establish the voting rights, if any, designations, powers, preferences, special rights, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board of Directors had authorized the issuance of up to 180,000 shares of Series A Preferred Stock. As of December 31, 2021, all shares of the Series A Preferred Stock had been redeemed. The specific terms of the Series A Preferred Stock are discussed in Note 6. Common Stock As of December 31, 2022 and 2021, the Company is authorized to issue up to 1,000,000,000 shares of Common Stock, with a par value of $0.0001 per share. Holders of the Company’s shares of Common Stock are entitled to one vote for each share. On March 11, 2021, the Company completed the March 2021 Offering of 7.8 million shares of its Common Stock at a price of $7.75 per share for total gross proceeds of $57.0 million. Underwriter discounts and commissions were $2.9 million and the underwriter expenses were $0.2 million. The Company also incurred additional professional fees and expenses of $1.3 million as part of the transaction, resulting in net proceeds from the March 2021 Offering of approximately $55.6 million. The Company used the net proceeds from the March 2021 Offering to redeem 60,000 shares of Series A Preferred Stock in April 2021. Common Stock Retired On May 28, 2022, the Board of Directors authorized an increase to the Company’s previously announced Common Stock repurchase program to increase the value of the shares that could be acquired by the Company from up to $15.0 million over two years to up to $50.0 million over the next four years, subject to compliance with the Company’s Credit Facility, provided that all other applicable conditions and legal requirements are satisfied. On February 27, 2022, the Board of Directors approved the adoption of a stock repurchase program to acquire up to $15.0 million of the Company’s Common Stock both on the open market and in privately negotiated transactions, including through Rule 10b5-1 plans, through March 4, 2024, subject to compliance with the Company's Credit Facility, which was amended effective January 14, 2022 to increase the aggregate value of the shares of Common Stock that could be acquired by the Company to no greater than $15.0 million during the term of the Credit Facility, provided that all other applicable conditions and legal requirements are satisfied. For the year ended December 31, 2022, the Company acquired an aggregate 0.9 million shares of Common Stock on the open market at a total cost of $4.7 million. Upon completion of all repurchase transactions, the associated shares of Common Stock were retired. Acquisition of Common Stock upon Vesting of Restricted Stock Units On August 6, 2021, the Company reacquired 0.1 million shares of common stock for $1.1 million related to restricted stock units (“RSUs”) that vested on that date. |
STOCK-BASED COMPENSATION AND WA
STOCK-BASED COMPENSATION AND WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
STOCK OPTIONS AND WARRANTS [Abstract] | |
STOCK-BASED COMPENSATION AND WARRANTS | STOCK-BASED COMPENSATION AND WARRANTS Overview of Equity Incentive Plans The Company’s 2007 Stock Plan (the “2007 Plan”) reserved up to approximately 14.3 million shares of Common Stock for the grant of stock options and stock purchase rights to employees and directors. The 2007 Plan was terminated in November 2013; however, the terms of the 2007 Plan continue to govern any outstanding awards thereunder. As of December 31, 2022, stock options for approximately 0.4 million shares are outstanding under the 2007 Plan, all of which are vested. In October 2013, the Company established the 2013 Equity Incentive Plan, as amended and restated in July 2017 (the “2013 Plan”) that provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units ("RSU's"), performance units and performance shares. As of December 31, 2022, options for approximately 6.6 million shares are outstanding and RSU's for approximately 2.0 million shares outstanding under the 2013 Plan. There are approximately 7.5 million shares available for future grants. Through December 31, 2022, grants under the 2013 Plan consist of stock options and RSU's. The 2013 Plan will expire on July 31, 2027. The 2007 Plan and the 2013 Plan (collectively referred to as the “Stock Plans”) provide for stock options to be granted to employees and directors at an exercise price not less than 100% of the fair value at the grant date. The options granted generally have a maximum term of 10 years from grant date and are exercisable upon vesting. Option granted to employees generally vest as to one-third of the shares subject to the award on each anniversary of the designated vesting commencement date, which may precede the grant date of such award. Options granted to directors generally vest for all of the shares one year after the grant date. On the first day of each fiscal year beginning in 2018, the 2013 Plan provides that the number of authorized shares available for issuance will increase in an amount equal to the lesser of (i) 4.8 million shares, (ii) 4% of the outstanding shares of all classes of the Company's Common Stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as the Company's Board of Directors may determine. The Board of Directors approved an increase in the authorized shares for 3.5 million shares on February 23, 2023. Stock Options The following table sets forth the summary of stock option activity under the Company’s Stock Plans for the years ended December 31, 2022, 2021 and 2020, (shares in thousands): 2022 2021 2020 Shares Price (1) Term (2) Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 6,824 $ 5.92 7,007 $ 5.24 8,677 $ 4.55 Granted 1,352 5.58 1,759 7.18 600 4.34 Forfeited (434) 5.94 (249) 6.41 (390) 6.28 Expired (194) 5.96 (208) 7.08 (191) 6.17 Exercised (554) 1.83 (1,485) 3.95 (1,689) 1.07 Outstanding, end of year (3)(4) 6,994 6.17 5.5 6,824 5.92 5.6 7,007 5.24 5.0 Vested, end of year (3) 4,754 6.17 4.0 4,733 5.64 4.0 5,842 5.22 4.3 ____________________ (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) As of December 31, 2022, 2021 and 2020, the aggregate intrinsic value of stock options outstanding was $0.2 million, $5.9 million, and $3.8 million, respectively. As of December 31, 2022, 2021 and 2020, the aggregate intrinsic value of vested stock options was $0.2 million, $5.1 million and $3.6 million, respectively. (4) The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.3 million shares as of December 31, 2022. The following table presents the total number of shares available for grant under the 2013 Plan for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Available, beginning of year 4,324 4,037 2,885 Stock options granted (1,352) (1,759) (600) RSU's granted (893) (2,105) (1,846) Expired options under 2007 Plan 194 208 191 Forfeited options under Stock Plans 434 249 390 Forfeited RSUs under Stock Plans 559 501 317 Shares issued (60) — — Shares repurchased 853 137 — Newly authorized by Board of Directors 3,484 3,056 2,700 Available, end of year 7,543 4,324 4,037 Fair Value of Stock Options The fair value of each stock option grant under the Stock Plans was estimated on the date of grant using the BSM option-pricing model, with the following weighted-average assumptions for the years ended December 31, 2022, 2021 and 2020: 2022 2021 2020 Expected life (in years) 6.0 6.0 6.0 Volatility 46 % 44 % 40 % Dividend yield — % — % — % Risk-free interest rate 2.7 % 1.1 % 0.5 % The BSM model requires various highly subjective assumptions that represent management’s best estimates of the fair value of the Company’s Common Stock, volatility, risk-free interest rates, expected term, and dividend yield. The Common Stock option value is based on the Company’s closing market price on the date of grant. The expected term represents the weighted-average period that options granted are expected to be outstanding giving consideration to vesting schedules. Since the Company does not have an extended history of actual exercises, the Company has estimated the expected term using a simplified method which calculates the expected term as the average of the time-to-vesting and the contractual life of the awards. The Company has never declared or paid cash dividends and does not plan to pay cash dividends in the foreseeable future; therefore, the Company used an expected dividend yield of zero. The risk-free interest rate is based on U.S. Treasury rates in effect during the expected term of the grant. The expected volatility is based on historical volatility of publicly-traded peer companies. The intrinsic value of the vested employee options exercised during the years ended December 31, 2022, 2021, and 2020 was $1.9 million, $6.6 million and $6.1 million, respectively. The weighted-average grant date fair value per share of employee options granted for the years ended December 31, 2022, 2021 and 2020 was $2.64, $3.05 and $1.65, respectively. As of December 31, 2022, 2021 and 2020, total unrecognized compensation cost related to unvested stock options was $4.1 million, $3.9 million and $1.2 million, respectively. The remaining unrecognized costs are expected to be recognized on a straight-line basis over a weighted-average period of approximately 1.95 years. Restricted Stock Units For the year ended December 31, 2022, the Board of Directors granted RSU’s under the 2013 Plan for an aggregate of approximately 0.9 million shares of Common Stock to non-employee members of the Board of Directors, officers and employees of the Company. These RSU’s vest over periods ranging from 12 to 36 months from the respective grant dates and the awards are subject to forfeiture upon termination of employment or service on the Board of Directors. Based on the weighted average fair market value of the Common Stock of $5.05 per share on the date of grant, the aggregate fair value for the shares underlying the RSU’s amounted to $4.5 million as of the grant date that is being recognized as compensation cost over the vesting period. Accordingly, compensation expense of $8.2 million was recognized for the year ended December 31, 2022. The unrecognized portion of $7.9 million is expected to be charged to expense on a straight-line basis as the RSU’s vest over a weighted-average period of approximately 1.62 years. Stock-Based Compensation Expense The aggregate stock-based compensation expense for stock options and RSU's for the years ended December 31, 2022, 2021 and 2020 is classified as follows (in thousands): 2022 2021 2020 Cost of revenues $ 2,052 $ 1,474 $ 1,174 Sales and marketing 3,146 3,018 2,450 General and administrative 5,697 5,218 3,837 Total $ 10,895 $ 9,710 $ 7,461 Employee Stock Purchase Plan At the Annual Meeting of Stockholders held on June 7, 2018, the Company’s stockholders approved the Rimini Street, Inc. 2018 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides for the purchase by employees of up to an aggregate of 5.0 million shares of Common Stock. The purchase price per share at which shares are sold in an offering period under the ESPP will be equal to the lesser of 85% of the fair market value of the shares (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the offering period). Offering periods will consist of two six-month periods generally commencing twice each calendar year. The purpose of the ESPP is to provide an opportunity for eligible employees of the Company to purchase shares of the Company at a discount through voluntary contributions from such employees’ eligible pay, thereby attracting, retaining and rewarding such persons and strengthening the mutuality of interest between such employees and the Company’s stockholders. Through December 31, 2022, no offering period under the ESPP had commenced and no shares of Common Stock have been issued under the ESPP. Outstanding Warrants On April 12, 2021, the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Staff Statement”). Upon review of the SEC Staff Statement which addressed certain accounting and reporting considerations related to warrants similar to the Company’s GP Sponsor Private Placement Warrants and upon review of ASC 815-40, Contracts in Entity’s Own Equity, the Company determined that its GP Sponsor Private Placement Warrants should have been classified as a liability instead of equity. On October 29, 2021, the GP Sponsor sold the warrants for $1.04 per warrant to outside holders. As a result of the sale, the new holders of the Private Placement Warrants had the same rights as that of the Public Warrant holders. Therefore as of October 29, 2021, the Company reclassified the liability for redeemable warrants to additional paid-in capital for $6.3 million. See Note 13 for information regarding the fair value of the GP Sponsor Private Placement Warrants as of October 29, 2021. As of December 31, 2022, warrants were outstanding for an aggregate of 3.4 million shares of Common Stock and were exercisable at $5.64 per share. On October 10, 2022, the Public Warrants and the Private Placement Warrants expired. These warrants aggregated to 14.7 million shares of Common Stock at an exercise price of $11.50 per share. As of December 31, 2021, warrants were outstanding for an aggregate of 18.1 million shares of Common Stock, including 3.4 million shares of Common Stock exercisable at $5.64 per share, and an aggregate of 14.7 million shares of Common Stock exercisable at $11.50 per share. The Company’s remaining outstanding warrants are currently exercisable. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation. A summary of the terms of outstanding warrants and the number of shares of RMNI Common Stock issuable upon exercise, is presented below as of December 31, 2022 and 2021 (in thousands, except per share amounts): Issuance Date Expiration Date Exercise Price Number of Shares Description 2022 2021 Origination Agent Warrant October 2017 June 2026 (1) $ 5.64 3,440 3,440 (2) GPIA Public Warrants May 2015 October 2022 11.50 — 8,625 (3) GP Sponsor Private Placement Warrants May 2015 October 2022 11.50 — 6,063 (4) Total 3,440 18,128 _____________________ (1) The expiration date for the Origination Agent Warrant is the earlier to occur of the stated expiration date or the date when the Company experiences a change of control. (2) The Origination Agent Warrant was issued upon consummation of the Mergers discussed in Note 4 and resulted in the elimination of the redemption features associated with two warrants issued in 2016 as discussed below under /RSI Redeemable Warrants. (3) On May 26, 2015, GPIA completed an initial public offering that included warrants for 8.6 million shares of Common Stock (the “Public Warrants”). Each Public Warrant entitled the holder to the right to purchase one share of Common Stock at an exercise price of $11.50 per share. These warrants expired unexercised on October 10, 2022. (4) Simultaneously with GPIA’s initial public offering in May 2015, GP Sponsor purchased an aggregate of 6.1 million warrants at a purchase price of $1.00 per warrant in a private placement (the “Private Placement Warrants”). The Private Placement Warrants could not be redeemed by the Company so long as the Private Placement Warrants were held by the initial purchasers, or such purchasers’ permitted transferees. If the Private Placement Warrants were held by someone other than the initial purchasers or such purchasers’ permitted transferees, the Private Placement Warrants were redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. On October 29, 2021, GP Sponsor sold the warrants for $1.04 per warrant to outside holders. As a result of the sale, the new holders of the GP Sponsor Private Placement Warrants had the same rights as that of the GPIA Public Warrant holders. These warrants expired unexercised on October 10, 2022. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was passed into law, amending portions of relevant US tax laws. The CARES Act contains changes to corporate taxation, including among other things, adjusting net operating loss (NOL) limitations and carryback rules, refundable AMT credits, bonus depreciation and interest expense limitations. The CARES Act also provides for an Employee Retention Credit, a fully refundable payroll tax credit for certain eligible employers and the ability for all eligible employers to defer payment of the employer share of payroll taxes owed on wages paid for the period ending December 31, 2020. The Company had elected to defer payroll tax payments which totaled $3.2 million. We paid $1.6 million in December 2022 and 2021, respectively, as required under the CARES Act. There is no remaining amount required to be paid as of December 31, 2022. For the years ended December 31, 2022, 2021 and 2020, income before income tax expense was as follows (in thousands): 2022 2021 2020 Domestic $ (9,012) $ 8,255 $ 7,123 International 12,817 11,180 9,032 $ 3,805 $ 19,435 $ 16,155 For the years ended December 31, 2022, 2021 and 2020, the reconciliation between the income tax benefit computed by applying the statutory U.S. federal income tax rate to the pre-tax income before income taxes and total income tax expense recognized in the financial statements was as follows (in thousands): 2022 2021 2020 Income tax (expense) benefit at statutory U.S. federal rate $ (799) $ (4,082) $ (3,685) Income tax expense attributable to U.S. states, net 53 (2,005) (639) Permanent differences: Non-deductible expenses (206) (1,178) (107) Stock-based compensation (796) 1,021 324 Other 600 507 274 Global intangible low taxed income (206) (65) (226) Foreign rate differential and foreign tax credits (868) (596) (400) Foreign withholding taxes (3,495) (2,910) (1,686) Other (650) (600) (515) Decrease in valuation allowance 82 65,692 2,091 Total income taxes $ (6,285) $ 55,784 $ (4,569) For tax years beginning after January 1, 2018, Global Intangible Low Tax Income (GILTI) requires companies to report income from its foreign subsidiaries that exceeds 10% of the calculated deemed tangible return on its fixed assets. The Company determined the tax effect (before valuation allowance) of the GILTI income inclusion for the year ended December 31, 2022 was $1.0 million. For the years ended December 31, 2022, 2021 and 2020, income tax expense consisted of the following (in thousands): 2022 2021 2020 Current income tax expense: Federal $ — $ — $ — State (273) (264) (321) Foreign (8,083) (6,270) (4,762) Total current income tax expense (8,356) (6,534) (5,083) Deferred income tax benefit: Federal 1,336 51,542 — State 155 10,732 — Foreign 580 44 514 Total deferred income tax benefit 2,071 62,318 514 Total income taxes $ (6,285) $ 55,784 $ (4,569) As of December 31, 2022 and 2021, the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows (in thousands): 2022 2021 Deferred income tax assets: Net operating loss carryforwards $ 37,752 $ 37,132 Deferred revenue 5,525 2,875 Accounts payable and accrued expenses 12,659 16,361 Stock-based compensation 1,565 1,735 Operating lease liabilities 2,181 2,815 Tax credit carryforwards 321 404 Other 2,158 128 Foreign deferred assets 2,097 1,759 Business interest carryforwards 16,298 15,504 Gross deferred income tax assets 80,556 78,713 Valuation allowance for deferred income tax assets (316) (399) Net deferred income tax assets 80,240 78,314 Deferred income tax liabilities: Deferred contract costs (9,940) (8,890) Operating lease right-of-use assets (628) (1,866) Other (4,157) (3,525) Deferred tax assets, net $ 65,515 $ 64,033 Net deferred tax assets consist of U.S. and foreign net deferred tax assets which are expected to be realized in the future, and that are included in long-term assets in the accompanying consolidated balance sheets. For the years ended December 31, 2022 and 2021, the net decrease in the valuation allowance was $0.1 million and $65.7 million, respectively. The valuation allowance decreased in 2021 as the Company determined that it was more likely than not that it could benefit from its deferred tax assets based on all of the available evidence. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. In prior years, the domestic net deferred tax assets had been fully offset by a valuation allowance because of the Company’s lack of domestic earnings history. As of December 31, 2022, the Company has federal net operating tax loss carryforwards of approximately $141.2 million and varying amounts of U.S. state net operating loss carryforwards, totaling $131.9 million, that begin to expire in 2035 and 2023, respectively. As of December 31, 2022, the Company has federal foreign tax credits carryforwards of $0.3 million expiring beginning in 2023. Federal and state laws impose substantial restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. Depending on the significance of past and future ownership changes, the Company’s ability to realize the potential future benefit of tax losses and tax credits that existed at the time of the ownership change may be significantly reduced. Through December 31, 2022, the Company has not experienced an ownership change, as defined in Section 382. The Company considers any undistributed foreign subsidiaries’ earnings to be indefinitely reinvested and, accordingly, no related provision for U.S. federal or state income taxes has been provided. Upon distribution of the foreign earnings in the form of dividends or otherwise, the company could be subject to both U.S. income taxes subject to an adjustment for foreign tax credits and withholding taxes in the various countries. As of December 31, 2022, the cumulative amount of unremitted earnings of the Company's foreign subsidiaries was approximately $39.8 million. The unrecognized deferred tax liability for these earnings was approximately $3.1 million, consisting primarily of foreign withholding taxes. The Company files income tax returns in the U.S. federal jurisdiction, the State of California and various other state and foreign jurisdictions. The Company’s federal and state tax years for 2010 and forward are subject to examination by taxing authorities, due to unutilized net operating losses. All foreign jurisdictions tax years are also subject to examination. The Company does not have any unrecognized tax benefits to date. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Retirement Plan The Company has defined contribution plans for both its U.S. and foreign employees. For certain of these plans, employees may contribute up to the statutory maximum, which is set by law each year. The plans also provide for employer contributions. The Company’s matching contribution to these plans totaled $3.5 million, $3.2 million and $2.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. Rimini I Litigation In January 2010, certain subsidiaries of Oracle Corporation (together with its subsidiaries individually and collectively, “Oracle”) filed a lawsuit, Oracle USA, Inc. et al. v. Rimini Street, Inc. et al. (United States District Court for the District of Nevada) (the “District Court”) (“Rimini I”), against the Company and its Chief Executive Officer and President, Seth Ravin, alleging that certain of the Company’s processes (Process 1.0) violated Oracle’s license agreements with its customers and that the Company committed acts of copyright infringement and violated other federal and state laws. The litigation involved the Company’s business processes and the manner in which the Company provided services to its clients. After completion of a jury trial in 2015 and subsequent appeals, the final outcome of Rimini I was that Mr. Ravin was found not liable for any claims and the Company was found liable for only one claim: “innocent infringement,” a jury finding that the Company did not know and had no reason to know that its former support processes were infringing. The jury also found that the infringement did not cause Oracle to suffer lost profits. The Company was ordered to pay a judgment of $124.4 million in 2016, which the Company promptly paid and then pursued appeals. With interest, attorneys’ fees and costs, the total judgment paid by the Company to Oracle after the completion of all appeals was approximately $89.9 million. A portion of such judgment was paid by the Company’s insurance carriers. Injunction Proceedings Since November 2018, the Company has been subject to a permanent injunction (“Injunction”) prohibiting it from using certain support processes that had been found in Rimini I to “innocently” infringe certain Oracle copyrights. The Injunction does not prohibit the Company’s provision of support services for any Oracle product lines, but rather defines the manner in which the Company can provide support services for certain Oracle product lines. On July 10, 2020, Oracle filed a motion to show cause contending that the Company was in violation of the Injunction, and the Company opposed this motion, disputing Oracle’s claims. On January 12, 2022, the District Court issued its findings and order following an evidentiary hearing held in September 2021 regarding whether the Company (i) violated the Injunction for certain accused conduct and (ii) should be held in contempt in those instances where the District Court found a violation of the Injunction, and what sanctions, if any, are appropriate. In the order, the District Court ruled in favor of the Company with respect to five of the items. With respect to the other five items, the District Court found the Company violated the Injunction, awarded sanctions to Oracle of $0.6 million and ordered that certain computer files be quarantined from use and notice and proof of such quarantining be provided to Oracle. The District Court also ruled that Oracle may recover its reasonable attorneys’ fees and costs. The Company reserves all rights, including appellate rights, with respect to the District Court rulings and findings. On February 7, 2022, Rimini filed a notice of appeal in the District Court, commencing an appeal of the District Court’s January 12, 2022 decision to the Ninth Circuit Court of Appeals (“Court of Appeals”). On February 8, 2022, the District Court stayed the briefing on Oracle’s bill of attorneys’ fees and costs until Rimini’s appeal is resolved. Briefing on Rimini’s appeal has been completed. Oral argument on the appeal was held in San Francisco on February 6, 2023, and the matter remains pending in front of the Court of Appeals. At this time, the Company believes that it is in substantial compliance with the Injunction and has complied with the order regarding the quarantining of certain computer files. As of December 31, 2022 and 2021, the Company had accrued $6.9 million, respectively, as an estimate related to reasonable attorneys’ fees and costs. During the year ended December 31, 2022, the Company paid $0.6 million to Oracle for the sanctions award. Regarding the Company’s estimate for reasonable attorneys’ fees and costs, significant judgment is required to determine the amount of loss related to this matter as the outcome is inherently unpredictable and subject to uncertainties. Rimini II Litigation In October 2014, the Company filed a separate lawsuit, Rimini Street Inc. v. Oracle Int’l Corp. , in the District Court against Oracle seeking a declaratory judgment that the Company’s revised “Process 2.0” support practices, in use since at least July 2014, do not infringe certain Oracle copyrights (“Rimini II”). The Company’s operative complaint asserts declaratory judgment, tort, and statutory claims. Oracle’s operative counterclaim asserts declaratory judgment and copyright infringement claims and Lanham Act, breach of contract, and business tort violations. On September 15, 2020, the District Court issued an order resolving the parties’ motions for summary judgment. It found infringement of 17 Oracle PeopleSoft copyrights for work the Company performed for a set of “gap customers” that were supported by processes litigated in Rimini I, and that became the Company’s customers after Rimini I was filed. The District Court also found infringement of four Oracle PeopleSoft copyrights involving support of two specific Company clients, described by the District Court as “limited cases” and involving “limited circumstance[s].” There was no finding of infringement on any other Oracle copyrights at issue. The Court also reiterated that the Company has the legal right to provide aftermarket support for Oracle’s enterprise software. On September 3, 2021, the District Court granted Oracle’s motion to realign the parties with Oracle now designated as plaintiff and the Company and Mr. Ravin now designated as the defendants in the case caption and at trial. The District Court also granted Oracle’s motion to bifurcate the trial – originally providing for a jury trial on Oracle’s monetary damages claims against the Company, followed by a separate bench trial on the parties’ equitable claims for unfair competition and Oracle’s claim for an accounting. On April 14, 2022, the District Court judge who had previously presided over the case entered an order referring the case for reassignment, resulting in the case being reassigned to another District Court judge. During a status conference with the District Court on October 14, 2022, attorneys for Oracle confirmed that Oracle would withdraw all of its monetary damages claims against the Company in Rimini II and proceed with a bench trial instead of a jury trial for its claims for equitable relief. As ordered by the District Court, on October 21, 2022, the parties filed a joint stipulation (the “Stipulation”) to dismiss with prejudice the Rimini II claims affected by Oracle’s decision, including all of Oracle’s monetary damages claims against the Company and Mr. Ravin. On October 24, 2022, the District Court entered an order granting the Stipulation, dismissing with prejudice Oracle’s claims in Rimini II “for monetary relief of any kind under any legal theory [,] including but not limited to claims for damages, restitution, unjust enrichment, and engorgement [ . . . ].” In addition, Oracle’s claims for breach of contract, inducing breach of contract and an accounting were dismissed with prejudice. Per the Stipulation, the parties have each reserved the right to seek attorneys’ fees and/or costs to the extent permissible by law. Prior to the date of the District Court’s order granting the Stipulation, no damages of any kind were awarded by the District Court in Rimini II. Whether to award any attorneys’ fees and/or costs will be a decision for the District Court. The Rimini II bench trial began in Las Vegas on November 29, 2022 and concluded on December 15, 2022. The parties submitted their proposed findings of fact and conclusions of law to the District Court on February 23, 2023, and the matter remains pending. At this time, the Company does not have sufficient information regarding the possible recovery by Oracle of its attorneys’ fees and/or costs in the Rimini II litigation. The Company maintains that Oracle should not be permitted to recover its attorneys’ fees and/or costs. Both parties have sought injunctive relief in this matter, and the Company has reserved its rights to appeal regarding the possible recovery of damages by the Company in connection with the Company’s claims against Oracle. As a result, an estimate of the range of loss, if any, cannot be reasonably determined. The Company also believes that an award of Oracle’s attorneys’ fees and/or costs is not probable, so no accrual has been made as of December 31, 2022. However, the ultimate outcome may be different from the Company’s best estimates and could have a material adverse impact on the Company’s financial results and business. The Company reserves all rights, including appellate rights, with respect to the District Court’s rulings and findings in Rimini II. Other Litigation From time to time, the Company may be a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of judgment, defense and settlement costs, diversion of management resources and other factors. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies . Legal fees are expensed as incurred. Liquidated Damages The Company enters into agreements with customers that contain provisions related to liquidated damages that would be triggered in the event that the Company is no longer able to provide services to these customers. The maximum cash payments related to these liquidated damages is approximately $8.1 million and $8.3 million as of December 31, 2022 and 2021, respectively. To date, the Company has not incurred any costs as a result of such provisions and has not accrued any liabilities related to such provisions in these consolidated financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONSIn May 2017, RSI entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GP Investments Acquisition Corp. (“GPIA”), a publicly-held company formed for the purpose of effecting a business combination with one or more businesses. The Merger Agreement was approved by the respective shareholders of RSI and GPIA in October 2017 and closing occurred on October 10, 2017. Prior to the consummation of the mergers, the ultimate parent entity of GPIA was GP Investments, Ltd. (“GP Investments”), a global private equity firm and a former affiliate of the Company. An affiliate of GP Investments (Mr. Antonio Bonchristiano) was a member of our Board of Directors until May 5, 2021.In addition, an affiliate of Adams Street Partners and its affiliates (collectively referred to as “ASP”) is also a member of the Company’s Board of Directors. As of December 31, 2022, ASP owned approximately 26.6% of the Company’s issued and outstanding shares of Common Stock. In July 2018, ASP acquired 19,209 shares of Series A Preferred Stock and approximately 0.4 million shares of Common Stock issued in the Initial Private Placement for total consideration of approximately $19.2 million, which shares of Series A Preferred Stock were all redeemed by the Company in 2021 on the same terms as the redemption applicable to other holders of Series A Preferred Stock. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHAREThe following table sets forth the computation of basic and diluted net (loss) per share of Common Stock for the years ended December 31, 2022, 2021 and 2020 (in thousands, except per share amounts): 2022 2021 2020 Net income (loss) attributable to common stockholders: Net income (loss) $ (2,480) $ 75,219 $ 11,586 Return on repurchase of Series A Preferred Stock shares — (38) (83) Accretion related to redemption of Series A Preferred Stock — (13,693) — Make-whole dividends related to redemption of Series A Preferred Stock — (2,945) — Dividends and accretion related to Series A Preferred Stock: Cash dividends declared — (5,839) (15,713) PIK dividends declared — (1,752) (4,738) Accretion of discount — (2,277) (6,275) (2,480) 48,675 (15,223) Undistributed earnings using the two-class method — (3,478) — Net income (loss) attributable to common stockholders $ (2,480) $ 45,197 $ (15,223) 2022 2021 2020 Weighted average number of shares of Common Stock outstanding 87,672 84,318 71,231 Additional shares outstanding if Series A Preferred Stock is converted — 6,489 15,729 Total shares outstanding if Series A Preferred Stock is converted to Common Stock 87,672 90,807 86,960 Percentage of shares allocable to Series A Preferred Stock — % 7.1 % 18.1 % Basic weighted average number of shares of Common Stock outstanding 87,672 84,318 71,231 Dilutive effect: Warrants — 983 — Stock options — 1,899 — Restricted stock units — 1,770 — Diluted weighted average number of shares of Common Stock outstanding 87,672 88,970 71,231 Net income (loss) per share attributable to Common Stock - basic $ (0.03) $ 0.54 $ (0.21) Net income (loss) per share attributable to Common Stock - diluted $ (0.03) $ 0.51 $ (0.21) For the years ended December 31, 2021 and 2020, the holders of Series A Preferred Stock were entitled to participate in Common Stock dividends, if and when declared, on a one-to-one per-share basis. For the year ended December 31, 2020, the Company incurred a net loss and, accordingly, there were no undistributed earnings to allocate under the two-class method. As of December 31, 2022, 2021 and 2020, the following potential Common Stock equivalents were excluded from the computation of diluted net income (loss) per share since the impact of inclusion was anti-dilutive (in thousands): 2022 2021 2020 Warrants 3,440 14,688 18,128 Series A Preferred Stock — — 15,491 Stock options 6,994 2,458 7,007 Restricted stock units 2,009 248 3,322 Total 12,443 17,394 43,948 |
FINANCIAL INSTRUMENTS AND SIGNI
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair measurement: Level 1—Quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date Level 2—Other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly through market collaboration, for substantially the full term of the asset or liability Level 3—Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any market activity for the asset or liability at measurement date. Investments During September 2022, the Company invested $20 million of its cash and cash equivalents into U.S. Federal agency bonds, U.S. government bonds, U.S. treasury notes and other securities. We consider all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. The fair values of these investments approximate their carrying values. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Debt investments are classified as available-for-sale and gains and losses are recorded using the specific identification method. Changes in fair value are recorded in the operating statement. Fair value is calculated based on publicly available market information. Listed below are the cash equivalent and short-term investment balances as of December 31, 2022 (in thousands): Fair Value Level Cost Basis Unrealized Gains (Losses) Recorded Basis Cash Equivalents Short-term Investments Federal agency bonds Level 2 $ 15,893 $ 67 $ 15,960 $ — $ 15,960 US government bonds Level 2 494 5 499 — 499 US treasury notes Level 2 3,625 31 3,656 — 3,656 Variable note Level 2 52 — 52 52 — Cash — — — — — $ 20,064 $ 103 $ 20,167 $ 52 $ 20,115 Derivatives On May 18, 2022, the Company entered into an interest rate swap agreement for a notional value of $40.0 million. The derivative was recognized in the accompanying Consolidated Balance Sheets at its estimated fair value as of December 31, 2022. The Company uses derivatives to manage the risk associated with changes in interest rates. The Company does not enter into derivatives for speculative purposes. To estimate fair value for the Company's interest rate swap agreement as of December 31, 2022, the Company utilized a present value of future cash flows, leveraging a model-derived valuation that uses Level 2 observable inputs such as interest rate yield curves. The Company estimated the fair value of the interest rate swap agreement to be $1.4 million as of December 31, 2022. Changes in the fair value of the derivatives that qualify as cash flow hedges are recorded in Accumulated other comprehensive loss in the accompanying Consolidated Balance Sheets until earnings are affected by the variability of the cash flows. During the year ended December 31, 2022 , the Company incurred payments of $0.2 million and received payments of $0.1 million related to the interest swap instrument. These payments were recorded as interest expense during the year ended December 31, 2022 . The amounts recorded for the interest rate swap agreement are described below (in thousands): Derivative Instrument Balance Sheet Classification December 31, 2022 December 31, 2021 Interest rate swap Deposits and other $ 1,402 $ — Accumulated comprehensive loss 1,107 — For the years ended December 31, Derivative Instrument Income Statement Classification 2022 2021 Interest rate swap Interest expense $ 158 $ — Warrants During the year ended December 31, 2021, the Company determined that its GP Sponsor Private Placement Warrants were subject to treatment as a liability. The GP Sponsor Private Placement Warrants may not be redeemed by the Company so long as these warrants are held by the initial purchasers or such purchasers’ permitted transferees. If these warrants are held by someone other than the initial purchasers or such purchasers’ permitted transferees, these warrants are redeemable by the Company and exercisable on the same basis as certain warrants to purchase approximately 8.6 million shares of the Company’s Common Stock, at $11.50 per share (the “Public Warrants”). As a result, the GP Sponsor Private Placement Warrants were reclassified as a liability. On October 29, 2021, the holders of the GP Sponsor Private Placement Warrants sold the warrants for $1.04 per warrant, thereby removing the unique rights held by these holders. Therefore, the fair value of these instruments as of October 29, 2021 was $6.3 million. The GP Sponsor Private Placement Warrants were then reclassified as additional paid-in capital as of October 29, 2021. The key assumptions used to determine the fair value was the term period of the warrants, the risk free rate and volatility. The Public Warrants and the Private Placement Warrants expired unexercised on October 10, 2022. See Note 8 for further information related to the expired warrants. Series A Preferred Stock As discussed in Note 6, the fair value of our Series A Preferred Stock issuances on June 20, 2019, March 7, 2019 and July 19, 2018 were determined to be $3.0 million, $5.3 million and $126.8 million, respectively, which was the basis for allocating the net proceeds. The fair value was determined by utilizing a combination of a discounted cash flow methodology related to funds generated by the Series A Preferred Stock, along with the BSM option-pricing model in relation to the conversion feature. Key assumptions applied for the discounted cash flow and BSM analysis included (i) three different scenarios whereby the Series A Preferred Stock would remain outstanding between 4 and 5 years along with a probability weighting assigned to each scenario, (ii) an implied yield of the Series A Preferred Stock ranging from 20.9% to 22.9% calibrated to the transaction values as of June 20, 2019, March 7, 2019 and July 19, 2018, respectively, (iii) a risk-free interest rate of 1.72%, 2.44% and 2.8%, and (iv) historical volatility of 30%. The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the years ended December 31, 2022, 2021 and 2020, the Company had no transfers of its assets or liabilities between levels of the fair value hierarchy. As of December 31, 2021, the Company did not have any assets or liabilities that are carried at fair value on a recurring basis. The carrying amounts of the Company’s financial instruments including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate fair values due to their short-term maturities. Based on borrowing rates currently available to the Company for debt with similar terms, the carrying value of capital lease obligations and the related party note payable to GP Sponsor both approximate fair value as of the respective balance sheet dates. Significant Concentrations The Company attributes revenues to geographic regions based on the location of its customers’ contracting entity. The following shows revenues by geographic region for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 United States of America $ 215,372 $ 199,811 $ 191,448 International 194,290 174,619 135,332 Total revenue $ 409,662 $ 374,430 $ 326,780 No customers represented more than 10% of revenue for the years ended December 31, 2022, 2021 and 2020. As of December 31, 2022, the Company had no customers greater than 10% of total net accounts receivable. As of December 31, 2021, the Company had one customer greater than 10% of total net accounts receivable. The Company tracks its assets by physical location. As of December 31, 2022 and 2021, the net carrying value of the Company’s property and equipment located outside of the United States amounted to approximately $1.8 million and $1.5 million, respectively. As of December 31, 2022, the Company had operating lease right of use assets of $2.6 million, $3.4 million and $1.2 million in the United States, India and the rest of the world, respectively. As of December 31, 2021, the Company had operating lease right-of-use assets of $7.7 million, $4.7 million and $0.4 million in the United States, India and the rest of the world, respectively. Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. The Company maintains its cash, cash equivalents and restricted cash at high-quality financial institutions, primarily in the United States of America. Deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. As of December 31, 2022 and 2021, the Company had cash and restricted cash with a single financial institution for an aggregate of $44.9 million and $70.6 million, respectively. The Company also had $0.3 million of restricted cash with a second financial institution as of December 31, 2022. The Company has never experienced any losses related to these balances. Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s customer base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers and generally does not require collateral on accounts receivable. The Company maintains reserves for potential bad debts, and historically such losses are generally not significant. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business Rimini Street, Inc. was formed in the State of Nevada in 2005 (“RSI” or “predecessor”) and, through a merger in 2017 with a public company, became Rimini Street, Inc., a Delaware corporation (referred to as the “Company”, “we” and “us”), trading on the Nasdaq Global Market under the ticker symbol “RMNI”. The Company is a global provider of enterprise software support services. Its subscription-based software support products and services offer enterprise software licensees a choice of solutions that replace or supplement the support products offered by enterprise software vendors. |
Consolidation | Consolidation The consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The full extent to which the COVID-19 pandemic will impact the Company's business and operating results will depend on circumstances which are highly uncertain and cannot be accurately predicted. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, the allowance for doubtful accounts receivable, valuation assumptions for stock options, operating lease right-of-use assets and liabilities, deferred income taxes and the related valuation allowances, accretion of discounts on debt and Series A Preferred Stock, and the evaluation and measurement of contingencies. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operation may be affected. |
Risks and Uncertainties | Risks and Uncertainties Inherent in the Company’s business are various risks and uncertainties, including its limited operating history in a rapidly changing industry. These risks include the Company’s ability to manage its rapid growth and its ability to attract new customers and expand sales to existing customers, risks related to litigation, as well as other risks and uncertainties. In the event that the Company does not successfully execute its business plan, certain assets may not be recoverable, certain liabilities may not be paid and investments in its capital stock may not be recoverable. The Company’s success depends upon the acceptance of its expertise in providing services, development of sales and distribution channels, and its ability to generate significant revenues and cash flows from the use of this expertise. |
Segments | Segments The Company’s chief operating decision maker (the “CODM”), who is the Company’s Chief Executive Officer and President, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented on an entity-level basis for purposes of making operating decisions and assessing financial performance. The entity-level financial information is identical to the information presented in the accompanying consolidated statements of operations and comprehensive loss. Accordingly, the Company has determined that it operates in a single operating and reportable segment. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company records a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its accounts receivable. In estimating the allowance for doubtful accounts, the Company considers, among other factors, the aging of the accounts receivable, its historical write-offs, the credit worthiness of customers, and general economic conditions. Account balances are charged off against the allowance when the Company believes that it is probable that the receivable will not be recovered. Actual write-offs may either be in excess or less than the estimated allowance. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the following assets: Years Computer equipment 1 - 3 Furniture and fixtures 3 - 7 Capitalized software costs 3 Leasehold improvements Up to 8 years, not to exceed lease term Maintenance and repairs are expensed as incurred. Application development costs related to internal use software projects are capitalized and included in property and equipment. Preliminary planning activities and post implementation activities for internal use software projects are expensed as incurred. Construction-in-progress primarily consists of computer equipment and leasehold improvements that have not yet been placed into service for their intended use. Depreciation and amortization commence when assets are initially placed into service for their intended use. |
Deferred Contract Costs And Revenue Recognition | Deferred Contract Costs Costs incurred to obtain new client contracts and to extend existing client contracts are primarily comprised of sales commissions. Initial sales commissions are generally deferred and amortized over their estimated useful life, which is generally 4 years. We determined the period of benefit by taking into consideration the estimated life cycles for our customers, our technology and other factors. We recognized amortization expense related to deferred contract costs of $17.7 million, $16.0 million and $14.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. Revenue Recognition Revenue is primarily derived from support services, and to a lesser extent, software licensing and related maintenance and professional services. Revenue is recognized when performance obligations, as stipulated in the contracts, are transferred to a customer for an amount that reflects the consideration the Company expects to receive in exchange for those support services and service contracts. This occurs when the contracts are executed by both parties, the rights and obligations of the parties are identified, payment terms are identified, the contracts have commercial substance and collectability of consideration is probable. The Company's contracts generally do not contain any refund provisions other than in the event of our non-performance or breach. However, the Company's contracts may include non-standard terms negotiated with each respective client that may impact the amount and timing of revenue recognized. The Company determines revenue recognition through the following steps: • Identification of the contract with the customer. • Identification of the performance obligations. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations. • Recognition of revenue when the performance obligations are satisfied. Most of the Company's contracts contain a single performance obligation for subscription support services. In a limited number of arrangements, the Company also licenses software and related maintenance services under term-based arrangements or provides professional services. The Company’s performance obligations are evaluated for whether they can be distinct or should be accounted for as one performance obligation and primarily consist of (i) subscription support services or (ii) professional services sold on a time and materials basis. The transaction price is generally the same as the contractual price. Typically, the structure of our arrangements do not give rise to variable consideration. However, in those instances where variable consideration should exist, the Company includes in its estimates, additional revenue for variable consideration when it has an enforceable right, the amount can be estimated reliably and its realization is probable. Subscription Services The Company’s subscription support services are part of a comprehensive support program that helps clients keep their software and systems running smoothly and in full legal compliance. Subscription support services include product support (fixes and installation support), security, advanced support (performance tuning and interoperability), strategic roadmap services (upgrade process), global tax, legal and regulatory services, global security, proactive support services, strategic roadmap services, device and user interface support and account management services. Subscription contracts are generally non-cancelable and do not contain general rights of return. The Company’s support subscription is viewed as a stand-ready performance obligation comprised of a series of distinct services that is satisfied ratably over time as the services are provided. A time-elapsed output method is used to measure progress as the Company's efforts are expended evenly throughout the period given the nature of the promise is a stand-ready service. Other Services Other services include both software licensing services and professional services. The Company’s software licensing includes both internally developed software licenses as well as third party licenses. The Company’s professional services consist of various consulting services, which include project oversight, minor software customization or enhancement, and testing of client-developed software customization. Services may be provided solely by the Company, by a partner of the Company, or in combination with the Company's partners. The Company’s professional services are generally provided under a separate statement of work from our subscription support services. Revenue is recognized as services are performed. Revenues generally include any taxes withheld by foreign customers and subsequently remitted to governmental authorities in those foreign jurisdictions. Foreign withholding taxes included in revenues amounted to $3.9 million, $3.3 million and $2.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company's remaining performance obligations represent all future non-cancellable revenue under contract that has not yet been recognized as revenue, and includes deferred revenue and unbilled amounts. As of December 31, 2022, remaining performance obligations amounted to $577.9 million, of which $299.9 million was billed and recorded as deferred revenue. Deferred revenue is a contract liability that consists of billings issued that are non-cancellable and payments received in advance of revenue recognition. The Company typically invoices its customers at the beginning of the contract term, in annual and multi-year installments. Deferred revenue is recognized as the Company satisfies its performance obligations over the term of the contracted service period. The Company expects to recognize revenue on approximately $265.8 million of the billed remaining performance obligations over the next 12 months, with the remaining deferred revenue balance recognized thereafter. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes (“ASC 740”), which applies to all tax positions related to income taxes. Under ASC 740, tax benefits are recognized when it is more-likely-than-not that a tax position will be sustained upon examination by the authorities. The Company recognizes interest and penalties accrued related to uncertain tax benefits as a component of income tax expense. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. Interest and penalties related to income taxes are recognized in the provision for income taxes. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets |
Debt Issuance Costs and Discounts | Debt Issuance Costs and Discounts Debt issuance costs are costs incurred to obtain new debt financing or modify existing debt financing and consist of incremental direct costs incurred for professional fees and due diligence services, including reimbursement of similar costs incurred by the lenders. Debt issuance costs are allocated proportionately between funded and unfunded portions of debt. Amounts paid to the lenders when a financing is consummated are a reduction of the proceeds and are treated as a debt discount. Debt issuance costs and discounts related to funded debt are presented in the accompanying consolidated balance sheet as a reduction in the |
Accounting for Series A Preferred Stock | Accounting for Series A Preferred Stock Series A Preferred Stock was previously classified as mezzanine equity in the Company’s consolidated balance sheet since the holders had redemption rights beginning in July 2023 (and earlier under certain circumstances). Discounts and incremental and direct costs incurred to consummate the Private Placement were allocated pro rata between the Series A Preferred Stock and the Common Stock issued based on the relative fair value on the Closing Date. The discount related to Series A Preferred Stock was being accreted using the effective interest method. Accordingly, the carrying value of the Series A Preferred Stock was being increased with a corresponding reduction in additional paid-in capital from the issuance date of July 19, 2018 until the final redemption on July 20, 2021, when the carrying value was equal to the aggregate liquidation preference. The Company recorded a liability for dividends in the period incurred. Accrued dividends were a component of the liquidation preference until paid in cash or settled in additional shares of Series A Preferred Stock. Accretion and accrued dividends were treated as deductions in the calculation of earnings attributable to common stockholders. As noted above, the remaining shares of Series A Preferred Stock were redeemed on July 20, 2021. |
Advertising | Advertising Advertising costs are charged to sales and marketing expense in the period incurred. |
Legal Costs and Deferred Settlement Proceeds | Legal Costs and Deferred Settlement Proceeds Legal fees and costs are charged to general and administrative expense as incurred, other than legal fees and costs that are accounted for as deferred offering costs and debt issuance costs. The proceeds from legal fee insurance coverage prepaid settlements were accounted for as a deferred liability that was reduced as legal expenses related to the litigation were incurred. |
Loss Contingencies | Loss Contingencies The Company is subject to various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. If some amount within a range of probable loss appears to be a better estimate than any other amount within the range, the Company accrues that amount. Alternatively, when no amount within a range of probable loss appears to be a better estimate than any other amount, the Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss is estimable, then the Company discloses the range of the possible loss if the upper end of the range is material. If the Company cannot estimate the range of loss, it will disclose the reason why it cannot estimate the range of loss, if there is a reasonable possibility that the amount of loss may be material. The Company |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee and director services received in exchange for all equity awards granted, based on the fair market value of the award as of the grant date. The Company computes the fair value of options using the Black-Scholes-Merton (“BSM”) option pricing model. The Company recognizes the cost of the equity awards over the period that services are provided to earn the award, usually the vesting period. For awards granted which contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award was, in substance, a single award. Stock-based compensation expense is recognized based on awards ultimately expected to vest whereby estimates of forfeitures are based upon historical experience. |
Foreign Currency | Foreign Currency The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are their respective local currencies. The asset and liability accounts of the foreign subsidiaries are translated from their local currencies at the exchange rates in effect on the balance sheet date. Revenue and expenses are translated at average rates of exchange prevailing during the period. Gains and losses resulting from the translation of the subsidiary balance sheets are recorded net of tax as a component of accumulated other comprehensive loss. Gains and losses from foreign currency transactions are recorded in other income and expense in the consolidated statements of operations and comprehensive loss. The tax effect has not been material to date. |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed using the treasury stock method by giving effect to the exercise of all potential shares of Common Stock, including stock options and warrants, and the conversion of RSI Preferred Stock, to the extent dilutive. RSI Preferred Stock participated in dividends but was not considered participating securities when there was a net loss because the holders did not have a contractual obligation to share in the losses. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The following accounting standards were adopted during the fiscal year 2022: In August 2020, the FASB issued ASU 2020-6, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) . The guidance eliminates the beneficial conversion and cash conversion accounting for convertible instruments. The new guidance also modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The new guidance was effective for us as of January 1, 2022. The impact of the adoption of this guidance did not have a material impact on our Consolidated Financial Statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property Plant And Equipment Useful Life | Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the following assets: Years Computer equipment 1 - 3 Furniture and fixtures 3 - 7 Capitalized software costs 3 Leasehold improvements Up to 8 years, not to exceed lease term |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of lease expense | The components of operating lease expense and supplemental balance sheet information for the years ended December 31, were as follows (in thousands): 2022 2021 2020 Operating lease expense related to ROU assets and liabilities $ 5,530 $ 6,139 $ 6,192 Other lease expense 838 660 1,076 Total lease expense $ 6,368 $ 6,799 $ 7,268 Other information related to leases as of December 31, was as follows (in thousands): Supplemental Balance Sheet Information 2022 2021 Operating lease right-of-use assets, noncurrent $ 7,142 $ 12,722 Operating lease liabilities, current $ 4,223 $ 4,227 Operating lease liabilities, noncurrent 9,094 12,511 Total operating lease liabilities $ 13,317 $ 16,738 Weighted Average Remaining Lease Term Years Operating Leases 3.2 Weighted Average Discount Rate Operating Leases 10.2 % |
Maturities of operating lease liabilities | Maturities of operating lease liabilities as of December 31, 2022 were as follows (in thousands): Year Ending December 31: 2023 $ 5,340 2024 4,625 2025 3,050 2026 2,446 2027 208 Thereafter — Total future undiscounted lease payments 15,669 Less imputed interest (2,352) Total $ 13,317 |
Finance Lease, Liability, Fiscal Year Maturity | As of December 31, 2022, the future annual minimum lease payments under financing lease obligations are as follows (in thousands): Year ending December 31: 2023 $ 398 2024 398 2025 332 2026 — 2027 — Total minimum lease payments 1,128 Less amounts representing interest 114 Present value of minimum lease payments 1,014 Less current portion, included in accrued expenses 333 Long-term obligation, included in other long-term liabilities $ 681 |
Schedule Of Finance Lease Right-of-Use Asset | As of December 31, 2022 and 2021, the carrying values of leased equipment (included as a component of property and equipment) in the consolidated balance sheets, were as follows (in thousands): 2022 2021 Leased computer equipment $ 4,954 $ 4,954 Less accumulated depreciation (4,453) (3,907) Net $ 501 $ 1,047 |
OTHER FINANCIAL INFORMATION (Ta
OTHER FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restrictions on Cash and Cash Equivalents | As of December 31, 2022 and 2021, cash, cash equivalents and restricted cash were as follows (in thousands): 2022 2021 Cash and cash equivalents $ 109,008 $ 119,571 Restricted cash 426 419 Total cash, cash equivalents and restricted cash $ 109,434 $ 119,990 |
Allowance for Credit Losses on Financing Receivables | Activity in the allowance for doubtful accounts is set forth below for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Allowance, beginning of year $ 576 $ 723 $ 1,608 Provisions 218 255 996 Write offs, net of recoveries (71) (402) (1,881) Allowance, end of year $ 723 $ 576 $ 723 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure | As of December 31, 2022 and 2021, prepaid expenses and other current assets consisted of the following (in thousands): 2022 2021 Prepaid expenses and deposits $ 12,145 $ 9,387 Foreign tax refunds receivable 2,792 3,068 Other 3,909 3,885 Total $ 18,846 $ 16,340 |
Property, Plant and Equipment | As of December 31, 2022 and 2021, property and equipment consisted of the following (in thousands): 2022 2021 Computer equipment $ 14,738 $ 12,709 Furniture and fixtures 2,810 2,825 Capitalized software costs 825 435 Leasehold improvements 1,271 1,279 Construction-in-progress 1,910 465 Total property and equipment 21,554 17,713 Less accumulated depreciation (15,441) (13,278) Property and equipment, net $ 6,113 $ 4,435 |
Schedule of Deferred Revenue | Activity for deferred contract costs for the years ended December 31, 2022 and 2021 was provided below (in thousands): 2022 2021 Deferred contract costs, current and noncurrent as of the beginning of the period $ 36,509 $ 34,945 Capitalized commissions during the period 21,960 17,519 Amortized deferred contract costs during the period (17,743) (15,955) Deferred contract costs, current and noncurrent, as of the end of the period $ 40,726 $ 36,509 Activity for deferred revenue for the years ended December 31, 2022 and 2021 was provided below (in thousands): 2022 2021 Deferred revenue, current and noncurrent, as of the beginning of the period $ 300,268 $ 256,933 Billings, net 409,315 417,765 Revenue recognized (409,662) (374,430) Deferred revenue, current and noncurrent, as of the end of the period $ 299,921 $ 300,268 |
Schedule of Accrued Liabilities | As of December 31, 2022 and 2021, other accrued liabilities consisted of the following (in thousands): 2022 2021 Accrued sales and other taxes $ 6,878 $ 8,805 Accrued professional fees 9,184 4,502 Accrued reorganization costs 2,526 — Current maturities of capital lease obligations 333 315 Income taxes payable 2,229 1,546 Accrued litigation settlement costs 6,979 7,530 Other accrued expenses 4,547 3,426 Total other accrued liabilities $ 32,676 $ 26,124 |
Schedule of Other Nonoperating Expense, by Component | For the years ended December 31, 2022, 2021 and 2020, other expenses, net consisted of the following (in thousands): 2022 2021 2020 Interest and other income $ 228 $ 55 $ 24 Foreign currency gain (loss) 12 (1,394) (77) Other expenses (253) (266) (205) Total other expenses, net $ (13) $ (1,605) $ (258) |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Debt | As of December 31, 2022 and December 31, 2021, debt consisted of the following (in thousands): 2022 2021 Credit Facility $ 74,792 $ 83,319 Less current maturities 4,789 3,664 Long-term debt, net of current maturities $ 70,003 $ 79,655 |
Schedule of Interest Expense | The components of interest expense for the years ended December 31, 2022, 2021 and 2020 are presented below (in thousands): 2022 2021 2020 Credit Facility: Interest expense $ 3,205 $ 977 $ — Accretion expense related to discount and issuance costs 973 442 — Interest on other borrowings 93 131 77 Total interest expense $ 4,271 $ 1,550 $ 77 |
REDEEMABLE SERIES A PREFERRED_2
REDEEMABLE SERIES A PREFERRED STOCK (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Allocation Of Private Placement Proceeds | The allocation of the net proceeds as of the Closing Date, along with changes in the net carrying value of the Series A Preferred Stock through December 31, 2019 are set forth below (dollars in thousands): Series A Preferred Stock Common Convertible Shares Amount Stock Notes Total Fair value on July 19, 2018: Series A Preferred Stock 140,000 $ 126,763 (1) $ — $ — $ 126,763 Common Stock — — 20,131 (2) — 20,131 Convertible Notes — — — — — Total 140,000 $ 126,763 $ 20,131 $ — $ 146,894 Relative fair value allocation on July 19, 2018: Aggregate cash proceeds on July 19, 2018 140,000 $ 114,773 (3) $ 18,227 (3) $ — $ 133,000 Incremental and direct costs — (3,994) (4) (634) (4) — (4,628) Net carrying value on July 19, 2018 140,000 $ 110,779 $ 17,593 $ — $ 128,372 _________________ 1. The liquidation preference for each share of Series A Preferred Stock on the closing date for the Initial Private Placement was $1,000 per for an aggregate liquidation preference of $140.0 million. The estimated fair value of the Series A Preferred Stock was approximately $126.8 million on July 19, 2018, which is the basis for allocation of the net proceeds. Please refer to Note 13 for further discussion of the valuation methodology employed. 2. The fair value of the issuance of approximately 2.9 million shares of the Common Stock was based on the last closing price of $6.95 per share on the date prior to closing the transaction. 3. The aggregate cash proceeds of $133.0 million on July 19, 2018 were allocated pro rata based on the fair value of all consideration issued. 4. Incremental and direct costs of the Initial Private Placement were allocated pro rata based on the fair value of all consideration issued. Such costs include financial advisory and professional fees of $2.7 million that were incurred by the Company, and due diligence and professional fees incurred by the investors of $1.9 million. Series A Preferred Stock Common Convertible Shares Amount Stock Notes Total Fair value on March 7, 2019: Series A Preferred Stock 6,500 $ 5,313 (1) $ — $ — $ 5,313 Common Stock — — 722 (2) — 722 Convertible Notes — — — — — Total 6,500 $ 5,313 $ 722 $ — $ 6,035 Relative fair value allocation on March 7, 2019: Aggregate cash proceeds on March 7, 2019 6,500 $ 5,093 (3) $ 692 (3) $ — $ 5,785 Incremental and direct costs — (661) (4) (90) (4) — (751) Net carrying value on March 7, 2019 6,500 $ 4,432 $ 602 $ — $ 5,034 1. The liquidation preference for each share of Series A Preferred Stock on the closing date for the March 2019 Private Placement was $1,000 per share for an aggregate liquidation preference of $6.5 million. The estimated fair value of the Series A Preferred Stock was approximately $5.3 million on March 7, 2019, which is the basis for allocation of the net proceeds. Please refer to Note 13 for further discussion of the valuation methodology employed. 2. The fair value of the issuance of approximately 134,483 shares of the Common Stock was based on the closing price of $5.37 per share on the date prior to closing of the transaction. 3. The aggregate cash proceeds of $5.8 million on March 7, 2019 were allocated pro rata based on the fair value of all consideration issued. 4. Incremental and direct costs related to the March 2019 Private Placement were allocated pro rata based on the fair value of all consideration issued. Such costs included the issuance of 85,000 shares of Common Stock to the Initial Private Placement investors in the Series A Preferred Stock for their consent of approximately $0.5 million and financial advisory and professional fees that were incurred of approximately $0.3 million that were either paid or accrued directly by the Company as of March 31, 2019. Series A Preferred Stock Common Convertible Shares Amount Stock Notes Total Fair value on June 20, 2019: Series A Preferred Stock 3,500 $ 2,997 (1) $ — $ — $ 2,997 Common Stock — — 376 (2) — 376 Convertible Notes — — — — — Total 3,500 $ 2,997 $ 376 $ — $ 3,373 Relative fair value allocation on June 20, 2019: Aggregate cash proceeds on June 20, 2019 3,500 $ 2,954 (3) $ 371 (3) $ — $ 3,325 Incremental and direct costs — (301) (4) (38) (4) — (339) Net carrying value on June 20, 2019 3,500 $ 2,653 $ 333 $ — $ 2,986 1. The liquidation preference for each share of Series A Preferred Stock on the closing date for the June 2019 Private Placement was $1,000 per share for an aggregate liquidation preference of $3.5 million. The estimated fair value of the Series A Preferred Stock was approximately $3.0 million on June 20, 2019, which is the basis for allocation of the net proceeds. Please refer to Note 13 for further discussion of the valuation methodology employed. 2. The fair value of the issuance of approximately 72,414 shares of the Common Stock was based on the closing price of $5.19 per share on the date prior to closing of the transaction. 3. The aggregate cash proceeds of $3.3 million on June 20, 2019 were allocated pro rata based on the fair value of all consideration issued. 4. Incremental and direct costs related to the June 2019 Private Placement were allocated pro rata based on the fair value of all consideration issued. Such costs included the issuance of 35,000 shares of Common Stock to the Initial Private Placement investors in the Series A Preferred Stock for their consent of approximately $0.2 million and financial advisory and professional fees that were incurred of approximately $0.2 million that were either paid or accrued directly by the Company as of June 30, 2019. |
Temporary Equity | The changes in the net carrying value of Series A Preferred Stock from December 31, 2020 to December 31, 2021, are set forth below (dollars in thousands): Series A Preferred Stock Shares Amount Net carrying value as of December 31, 2020 154,911 $ 137,854 Issuance of shares to settle PIK dividends on January 4, 2021 1,193 1,193 Repurchase of 10,000 shares on January 5, 2021 (10,000) (8,913) Issuance of shares to settle PIK dividends on April 1, 2021 1,051 1,051 Redemption of 60,000 shares on April 16,2021 (60,000) (54,327) Issuance of shares to settle PIK dividends on July 1, 2021 647 647 Redemption of 87,802 shares on July 20, 2021 (87,802) (79,782) Accretion of discount from January 1, 2021 to July 20,2021 — 2,277 Net carrying value as of December 31, 2021 — $ — |
Summary of Dividends Declared | Presented below is a summary of total and per share dividends declared for the years ended December 31, 2019 through December 31, 2021 (dollars in thousands, except per share amounts): Dividends Payable in: Total Dividends Dividends Cash PIK Per Share Liability for unpaid dividends, December 31, 2019 $ 3,889 $ 1,156 $ 5,045 $ 32.50 Cash Dividends at 10.0% per annum: For the year ended December 31, 2020 15,713 — 15,713 99.90 PIK Dividends at 3.0% per annum: For the year ended December 31, 2020 — 4,717 4,717 29.99 Fractional shares payable in cash for the year ended December 31, 2020 21 — 21 0.13 Dividends paid during the year ended December 31, 2020 (15,781) (4,680) (20,461) (130.08) Liability for unpaid dividends, December 31, 2020 3,842 1,193 5,035 32.50 Cash Dividends at 10.0% per annum: For the year ended December 31, 2021 5,839 — 5,839 89.98 PIK Dividends at 3.0% per annum: For the year ended December 31, 2021 — 1,752 1,752 27.00 Fractional shares payable in cash for the year ended December 31, 2021 54 (54) — — Dividends paid during the year ended December 31, 2021 (9,735) (2,891) (12,626) (194.57) Liability for dividends, December 31, 2021 $ — $ — $ — $ — |
STOCK-BASED COMPENSATION AND _2
STOCK-BASED COMPENSATION AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
STOCK OPTIONS AND WARRANTS [Abstract] | |
Summary of Option Activity | The following table sets forth the summary of stock option activity under the Company’s Stock Plans for the years ended December 31, 2022, 2021 and 2020, (shares in thousands): 2022 2021 2020 Shares Price (1) Term (2) Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 6,824 $ 5.92 7,007 $ 5.24 8,677 $ 4.55 Granted 1,352 5.58 1,759 7.18 600 4.34 Forfeited (434) 5.94 (249) 6.41 (390) 6.28 Expired (194) 5.96 (208) 7.08 (191) 6.17 Exercised (554) 1.83 (1,485) 3.95 (1,689) 1.07 Outstanding, end of year (3)(4) 6,994 6.17 5.5 6,824 5.92 5.6 7,007 5.24 5.0 Vested, end of year (3) 4,754 6.17 4.0 4,733 5.64 4.0 5,842 5.22 4.3 ____________________ (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) As of December 31, 2022, 2021 and 2020, the aggregate intrinsic value of stock options outstanding was $0.2 million, $5.9 million, and $3.8 million, respectively. As of December 31, 2022, 2021 and 2020, the aggregate intrinsic value of vested stock options was $0.2 million, $5.1 million and $3.6 million, respectively. (4) The number of outstanding stock options that are not expected to ultimately vest due to forfeiture amounted to 0.3 million shares as of December 31, 2022. The following table presents the total number of shares available for grant under the 2013 Plan for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Available, beginning of year 4,324 4,037 2,885 Stock options granted (1,352) (1,759) (600) RSU's granted (893) (2,105) (1,846) Expired options under 2007 Plan 194 208 191 Forfeited options under Stock Plans 434 249 390 Forfeited RSUs under Stock Plans 559 501 317 Shares issued (60) — — Shares repurchased 853 137 — Newly authorized by Board of Directors 3,484 3,056 2,700 Available, end of year 7,543 4,324 4,037 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each stock option grant under the Stock Plans was estimated on the date of grant using the BSM option-pricing model, with the following weighted-average assumptions for the years ended December 31, 2022, 2021 and 2020: 2022 2021 2020 Expected life (in years) 6.0 6.0 6.0 Volatility 46 % 44 % 40 % Dividend yield — % — % — % Risk-free interest rate 2.7 % 1.1 % 0.5 % |
Schedule of Stock-based Compensation Expense | The aggregate stock-based compensation expense for stock options and RSU's for the years ended December 31, 2022, 2021 and 2020 is classified as follows (in thousands): 2022 2021 2020 Cost of revenues $ 2,052 $ 1,474 $ 1,174 Sales and marketing 3,146 3,018 2,450 General and administrative 5,697 5,218 3,837 Total $ 10,895 $ 9,710 $ 7,461 |
Schedule of Outstanding Warrants | A summary of the terms of outstanding warrants and the number of shares of RMNI Common Stock issuable upon exercise, is presented below as of December 31, 2022 and 2021 (in thousands, except per share amounts): Issuance Date Expiration Date Exercise Price Number of Shares Description 2022 2021 Origination Agent Warrant October 2017 June 2026 (1) $ 5.64 3,440 3,440 (2) GPIA Public Warrants May 2015 October 2022 11.50 — 8,625 (3) GP Sponsor Private Placement Warrants May 2015 October 2022 11.50 — 6,063 (4) Total 3,440 18,128 _____________________ (1) The expiration date for the Origination Agent Warrant is the earlier to occur of the stated expiration date or the date when the Company experiences a change of control. (2) The Origination Agent Warrant was issued upon consummation of the Mergers discussed in Note 4 and resulted in the elimination of the redemption features associated with two warrants issued in 2016 as discussed below under /RSI Redeemable Warrants. (3) On May 26, 2015, GPIA completed an initial public offering that included warrants for 8.6 million shares of Common Stock (the “Public Warrants”). Each Public Warrant entitled the holder to the right to purchase one share of Common Stock at an exercise price of $11.50 per share. These warrants expired unexercised on October 10, 2022. (4) Simultaneously with GPIA’s initial public offering in May 2015, GP Sponsor purchased an aggregate of 6.1 million warrants at a purchase price of $1.00 per warrant in a private placement (the “Private Placement Warrants”). The Private Placement Warrants could not be redeemed by the Company so long as the Private Placement Warrants were held by the initial purchasers, or such purchasers’ permitted transferees. If the Private Placement Warrants were held by someone other than the initial purchasers or such purchasers’ permitted transferees, the Private Placement Warrants were redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. On October 29, 2021, GP Sponsor sold the warrants for $1.04 per warrant to outside holders. As a result of the sale, the new holders of the GP Sponsor Private Placement Warrants had the same rights as that of the GPIA Public Warrant holders. These warrants expired unexercised on October 10, 2022. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For the years ended December 31, 2022, 2021 and 2020, income before income tax expense was as follows (in thousands): 2022 2021 2020 Domestic $ (9,012) $ 8,255 $ 7,123 International 12,817 11,180 9,032 $ 3,805 $ 19,435 $ 16,155 |
Schedule of Effective Income Tax Rate Reconciliation | For the years ended December 31, 2022, 2021 and 2020, the reconciliation between the income tax benefit computed by applying the statutory U.S. federal income tax rate to the pre-tax income before income taxes and total income tax expense recognized in the financial statements was as follows (in thousands): 2022 2021 2020 Income tax (expense) benefit at statutory U.S. federal rate $ (799) $ (4,082) $ (3,685) Income tax expense attributable to U.S. states, net 53 (2,005) (639) Permanent differences: Non-deductible expenses (206) (1,178) (107) Stock-based compensation (796) 1,021 324 Other 600 507 274 Global intangible low taxed income (206) (65) (226) Foreign rate differential and foreign tax credits (868) (596) (400) Foreign withholding taxes (3,495) (2,910) (1,686) Other (650) (600) (515) Decrease in valuation allowance 82 65,692 2,091 Total income taxes $ (6,285) $ 55,784 $ (4,569) |
Schedule of Components of Income Tax Expense (Benefit) | For the years ended December 31, 2022, 2021 and 2020, income tax expense consisted of the following (in thousands): 2022 2021 2020 Current income tax expense: Federal $ — $ — $ — State (273) (264) (321) Foreign (8,083) (6,270) (4,762) Total current income tax expense (8,356) (6,534) (5,083) Deferred income tax benefit: Federal 1,336 51,542 — State 155 10,732 — Foreign 580 44 514 Total deferred income tax benefit 2,071 62,318 514 Total income taxes $ (6,285) $ 55,784 $ (4,569) |
Schedule of Deferred Tax Assets and Liabilities | As of December 31, 2022 and 2021, the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows (in thousands): 2022 2021 Deferred income tax assets: Net operating loss carryforwards $ 37,752 $ 37,132 Deferred revenue 5,525 2,875 Accounts payable and accrued expenses 12,659 16,361 Stock-based compensation 1,565 1,735 Operating lease liabilities 2,181 2,815 Tax credit carryforwards 321 404 Other 2,158 128 Foreign deferred assets 2,097 1,759 Business interest carryforwards 16,298 15,504 Gross deferred income tax assets 80,556 78,713 Valuation allowance for deferred income tax assets (316) (399) Net deferred income tax assets 80,240 78,314 Deferred income tax liabilities: Deferred contract costs (9,940) (8,890) Operating lease right-of-use assets (628) (1,866) Other (4,157) (3,525) Deferred tax assets, net $ 65,515 $ 64,033 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net (loss) per share of Common Stock for the years ended December 31, 2022, 2021 and 2020 (in thousands, except per share amounts): 2022 2021 2020 Net income (loss) attributable to common stockholders: Net income (loss) $ (2,480) $ 75,219 $ 11,586 Return on repurchase of Series A Preferred Stock shares — (38) (83) Accretion related to redemption of Series A Preferred Stock — (13,693) — Make-whole dividends related to redemption of Series A Preferred Stock — (2,945) — Dividends and accretion related to Series A Preferred Stock: Cash dividends declared — (5,839) (15,713) PIK dividends declared — (1,752) (4,738) Accretion of discount — (2,277) (6,275) (2,480) 48,675 (15,223) Undistributed earnings using the two-class method — (3,478) — Net income (loss) attributable to common stockholders $ (2,480) $ 45,197 $ (15,223) 2022 2021 2020 Weighted average number of shares of Common Stock outstanding 87,672 84,318 71,231 Additional shares outstanding if Series A Preferred Stock is converted — 6,489 15,729 Total shares outstanding if Series A Preferred Stock is converted to Common Stock 87,672 90,807 86,960 Percentage of shares allocable to Series A Preferred Stock — % 7.1 % 18.1 % Basic weighted average number of shares of Common Stock outstanding 87,672 84,318 71,231 Dilutive effect: Warrants — 983 — Stock options — 1,899 — Restricted stock units — 1,770 — Diluted weighted average number of shares of Common Stock outstanding 87,672 88,970 71,231 Net income (loss) per share attributable to Common Stock - basic $ (0.03) $ 0.54 $ (0.21) Net income (loss) per share attributable to Common Stock - diluted $ (0.03) $ 0.51 $ (0.21) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of December 31, 2022, 2021 and 2020, the following potential Common Stock equivalents were excluded from the computation of diluted net income (loss) per share since the impact of inclusion was anti-dilutive (in thousands): 2022 2021 2020 Warrants 3,440 14,688 18,128 Series A Preferred Stock — — 15,491 Stock options 6,994 2,458 7,007 Restricted stock units 2,009 248 3,322 Total 12,443 17,394 43,948 |
FINANCIAL INSTRUMENTS AND SIG_2
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Schedule of Cash Equivalent And Short-Term Investment Balances | Listed below are the cash equivalent and short-term investment balances as of December 31, 2022 (in thousands): Fair Value Level Cost Basis Unrealized Gains (Losses) Recorded Basis Cash Equivalents Short-term Investments Federal agency bonds Level 2 $ 15,893 $ 67 $ 15,960 $ — $ 15,960 US government bonds Level 2 494 5 499 — 499 US treasury notes Level 2 3,625 31 3,656 — 3,656 Variable note Level 2 52 — 52 52 — Cash — — — — — $ 20,064 $ 103 $ 20,167 $ 52 $ 20,115 |
Schedule of Amounts Recorded For Interest Rate Swap Agreements | The amounts recorded for the interest rate swap agreement are described below (in thousands): Derivative Instrument Balance Sheet Classification December 31, 2022 December 31, 2021 Interest rate swap Deposits and other $ 1,402 $ — Accumulated comprehensive loss 1,107 — For the years ended December 31, Derivative Instrument Income Statement Classification 2022 2021 Interest rate swap Interest expense $ 158 $ — |
Schedule of Revenues by Geographic Regions | The following shows revenues by geographic region for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 United States of America $ 215,372 $ 199,811 $ 191,448 International 194,290 174,619 135,332 Total revenue $ 409,662 $ 374,430 $ 326,780 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) | 12 Months Ended | ||||||||
Jul. 20, 2021 | Apr. 16, 2021 | Mar. 11, 2021 | Aug. 18, 2020 | Jul. 19, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies Disclosure [Line Items] | |||||||||
Working capital deficit | $ 71,300,000 | ||||||||
Net loss incurred | 2,480,000 | $ (75,219,000) | $ (11,586,000) | ||||||
Cash, cash equivalents and restricted cash | 109,434,000 | $ 119,990,000 | 87,909,000 | $ 38,388,000 | |||||
Deferred revenue, current | $ 265,800,000 | ||||||||
Cost of goods and services sold (as percentage of revenue) | 37% | ||||||||
Consulting agreement, term (in years) | 5 years | ||||||||
Face amount of debt | $ 90,000,000 | ||||||||
Annual minimum principal payments year one | 5% | ||||||||
Annual minimum principal payments year two | 5% | ||||||||
Annual minimum principal payments year three | 7.50% | ||||||||
Annual minimum principal payments year four | 7.50% | ||||||||
Annual minimum principal payments year five | 10% | ||||||||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 | |||||||
Discount on shares of Common Stock issued in March 2021 and August 2020 Public Offerings: | $ 0 | $ 2,948,000 | 1,650,000 | ||||||
Underwriter discounts and commissions | 0 | 1,050,000 | 143,000 | ||||||
Professional fees and other defense costs of litigation | $ 200,000 | 25,654,000 | 16,457,000 | 13,493,000 | |||||
Operating and capital lease payments due within next twelve months | $ 5,700,000 | ||||||||
Contract cost amortization period (years) | 4 years | ||||||||
Contract cost amortization expense | $ 17,743,000 | 15,955,000 | 14,000,000 | ||||||
Impairment charges related to operating lease right-of-use assets | 3,013,000 | 1,649,000 | 1,167,000 | ||||||
Foreign withholding taxes | 3,900,000 | 3,300,000 | 2,100,000 | ||||||
Deferred revenue | $ 299,921,000 | $ 300,268,000 | $ 256,933,000 | ||||||
Common stock dividends, shares per share | 1 | ||||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||
Performance obligation | $ 577,900,000 | ||||||||
August 2020 Offering | |||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||
Shares issued (in shares) | 6,100,000 | ||||||||
Sales of stock, price per share (in usd per share) | $ 4.50 | ||||||||
Gross proceeds | $ 27,500,000 | ||||||||
Discount on shares of Common Stock issued in March 2021 and August 2020 Public Offerings: | 1,700,000 | ||||||||
Underwriter discounts and commissions | 100,000 | ||||||||
Professional fees and other defense costs of litigation | 600,000 | ||||||||
Proceeds from issuance of private placement, net | $ 25,100,000 | ||||||||
March 2021 Offering | |||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||
Shares issued (in shares) | 7,800,000 | ||||||||
Common stock, par value (USD per share) | $ 0.0001 | ||||||||
Sales of stock, price per share (in usd per share) | $ 7.75 | ||||||||
Gross proceeds | $ 57,000,000 | ||||||||
Discount on shares of Common Stock issued in March 2021 and August 2020 Public Offerings: | 2,900,000 | ||||||||
Underwriter discounts and commissions | 200,000 | ||||||||
Professional fees and other defense costs of litigation | 1,300,000 | ||||||||
Proceeds from issuance of private placement, net | $ 55,600,000 | ||||||||
Series A Preferred Stock | |||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||
Redemption shares issued (in shares) | 87,802 | 60,000 | |||||||
Redemption percentage | 13% | 13% | |||||||
Redemption price | $ 88,400,000 | $ 60,000,000 | |||||||
Aggregate redemption price | $ 87,800,000 | $ 62,300,000 | |||||||
Preferred stock, dividends per share, declared (usd per share) | $ 1,000 | $ 1,000 | |||||||
Redemption of accrued dividends | $ 600,000 | $ 2,300,000 | |||||||
Per share amount of accrued dividends (in usd per share) | $ 6.86 | $ 39.05 | |||||||
Shares issued (in shares) | 60,000 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 1 year |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 7 years |
Capitalized software costs | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 3 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life (in years) | 8 years |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Performance Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligation | $ 265,840 | $ 253,221 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligation, expected period of recognition (months) | 12 months |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) d | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Days notice required to terminate (days) | d | 30 | |
Operating lease payments | $ | $ 5.5 | $ 6.1 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease renewal term (years) | 1 month | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease renewal term (years) | 5 years | |
Lease term (months) | 34 months | |
Capital lease discount rate (percentage) | 7.90% |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease expense related to ROU assets and liabilities | $ 5,530 | $ 6,139 | $ 6,192 |
Other lease expense | 838 | 660 | 1,076 |
Total lease expense | $ 6,368 | $ 6,799 | $ 7,268 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets, noncurrent | $ 7,142 | $ 12,722 |
Operating lease liabilities, current | 4,223 | 4,227 |
Operating lease liabilities, noncurrent | 9,094 | 12,511 |
Total | $ 13,317 | $ 16,738 |
Weighted average remaining lease term, operating leases (years) | 3 years 2 months 12 days | |
Weighted average discount rate, operating leases (as a percent) | 10.20% |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 5,340 | |
2024 | 4,625 | |
2025 | 3,050 | |
2026 | 2,446 | |
2027 | 208 | |
Thereafter | 0 | |
Total future undiscounted lease payments | 15,669 | |
Less imputed interest | (2,352) | |
Total | $ 13,317 | $ 16,738 |
LEASES - Finance Leases (Detail
LEASES - Finance Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 398 | |
2024 | 398 | |
2025 | 332 | |
2026 | 0 | |
2027 | 0 | |
Total minimum lease payments | 1,128 | |
Less amounts representing interest | 114 | |
Present value of minimum lease payments | $ 1,014 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Accrued Liabilities, Current | Other Accrued Liabilities, Current |
Less current portion, included in accrued expenses | $ 333 | $ 315 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | |
Long-term obligation, included in other long-term liabilities | $ 681 |
LEASES - Leased Equipment (Deta
LEASES - Leased Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Leased computer equipment | $ 4,954 | $ 4,954 |
Less accumulated depreciation | (4,453) | (3,907) |
Net | $ 501 | $ 1,047 |
OTHER FINANCIAL INFORMATION - C
OTHER FINANCIAL INFORMATION - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 109,008 | $ 119,571 | ||
Restricted cash | 426 | 419 | ||
Total cash, cash equivalents and restricted cash | $ 109,434 | $ 119,990 | $ 87,909 | $ 38,388 |
OTHER FINANCIAL INFORMATION - A
OTHER FINANCIAL INFORMATION - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance, beginning of year | $ 576 | ||
Allowance, end of year | 723 | $ 576 | |
SEC Schedule, 12-09, Allowance, Credit Loss | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance, beginning of year | 576 | 723 | $ 1,608 |
Provisions | 218 | 255 | 996 |
Write offs, net of recoveries | (71) | (402) | (1,881) |
Allowance, end of year | $ 723 | $ 576 | $ 723 |
OTHER FINANCIAL INFORMATION - P
OTHER FINANCIAL INFORMATION - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Prepaid Expenses And Other Current Assets [Line Items] | ||
Prepaid expenses and deposits | $ 18,846 | $ 16,340 |
Prepaid Expenses and Other Current Assets | ||
Schedule Of Prepaid Expenses And Other Current Assets [Line Items] | ||
Prepaid expenses and deposits | 12,145 | 9,387 |
Foreign tax refunds receivable | 2,792 | 3,068 |
Other | 3,909 | 3,885 |
Total | $ 18,846 | $ 16,340 |
OTHER FINANCIAL INFORMATION -_2
OTHER FINANCIAL INFORMATION - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 21,554 | $ 17,713 | |
Less accumulated depreciation | (15,441) | (13,278) | |
Property and equipment, net | 6,113 | 4,435 | |
Depreciation | 2,500 | 2,400 | $ 1,800 |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 14,738 | 12,709 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 2,810 | 2,825 | |
Capitalized software costs | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 825 | 435 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,271 | 1,279 | |
Construction-in-progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 1,910 | $ 465 |
OTHER FINANCIAL INFORMATION - D
OTHER FINANCIAL INFORMATION - Deferred Contract Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized Contract Cost, Net [Abstract] | |||
Deferred contract costs, current and noncurrent as of the beginning of the period | $ 36,509 | $ 34,945 | |
Capitalized commissions during the period | 21,960 | 17,519 | |
Amortized deferred contract costs during the period | (17,743) | (15,955) | $ (14,000) |
Deferred contract costs, current and noncurrent, as of the end of the period | $ 40,726 | $ 36,509 | $ 34,945 |
OTHER FINANCIAL INFORMATION - O
OTHER FINANCIAL INFORMATION - Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued sales and other taxes | $ 6,878 | $ 8,805 |
Accrued professional fees | 9,184 | 4,502 |
Accrued reorganization costs | 2,526 | 0 |
Current maturities of capital lease obligations | 333 | 315 |
Income taxes payable | 2,229 | 1,546 |
Accrued litigation settlement costs | 6,979 | 7,530 |
Other accrued expenses | 4,547 | 3,426 |
Total other accrued liabilities | $ 32,676 | $ 26,124 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total other accrued liabilities | Total other accrued liabilities |
OTHER FINANCIAL INFORMATION -_3
OTHER FINANCIAL INFORMATION - Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Deferred Revenue [Roll Forward] | ||
Deferred revenue, current and noncurrent, as of the beginning of the period | $ 300,268 | $ 256,933 |
Billings, net | 409,315 | 417,765 |
Revenue recognized | (409,662) | (374,430) |
Deferred revenue, current and noncurrent, as of the end of the period | $ 299,921 | $ 300,268 |
OTHER FINANCIAL INFORMATION -_4
OTHER FINANCIAL INFORMATION - Advertising (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Advertising expense | $ 1.7 | $ 1.2 | $ 3.1 |
OTHER FINANCIAL INFORMATION -_5
OTHER FINANCIAL INFORMATION - Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Interest and other income | $ 228 | $ 55 | $ 24 |
Foreign currency gain (loss) | 12 | (1,394) | (77) |
Other expenses | (253) | (266) | (205) |
Total other expenses, net | $ (13) | $ (1,605) | $ (258) |
DEBT - Net of Debt Discounts an
DEBT - Net of Debt Discounts and Issuance Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Current maturities of long-term debt | $ 4,789 | $ 3,664 |
Long-term debt, net of current maturities | 70,003 | 79,655 |
July 2021 Credit Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit Facility | 74,792 | 83,319 |
Current maturities of long-term debt | 4,789 | 3,664 |
Long-term debt, net of current maturities | $ 70,003 | $ 79,655 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Feb. 22, 2023 | May 31, 2022 | May 28, 2022 | May 27, 2022 | Jul. 20, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 18, 2022 | Feb. 27, 2022 | Jan. 14, 2022 | |
Debt Instrument [Line Items] | ||||||||||||||||
Annual principal payment | $ 2,300 | |||||||||||||||
Value of shares authorized to be repurchased | $ 50,000 | $ 50,000 | $ 15,000 | $ 15,000 | $ 15,000 | |||||||||||
Net proceeds related | $ 0 | $ 89,313 | $ 0 | |||||||||||||
Consulting agreement, term (in years) | 5 years | |||||||||||||||
Annual minimum principal payments year one | 5% | |||||||||||||||
Annual minimum principal payments year two | 5% | |||||||||||||||
Annual minimum principal payments year three | 7.50% | |||||||||||||||
Annual minimum principal payments year four | 7.50% | |||||||||||||||
Annual minimum principal payments year five | 10% | |||||||||||||||
Stock repurchase program, period | 4 years | 2 years | ||||||||||||||
Interest Rate Swap | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Notional amount | 40,000 | $ 40,000 | ||||||||||||||
Fixed payor LIBOR Rate (percent) | 2.9935% | |||||||||||||||
Initial floating LIBOR rate (percent) | 0.93557% | |||||||||||||||
Embedded floor (percent) | 0% | |||||||||||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, interest rate | 1.75% | |||||||||||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, interest rate | 2.50% | |||||||||||||||
Base Rate | Minimum | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, interest rate | 0.75% | |||||||||||||||
Base Rate | Maximum | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, interest rate | 1.50% | |||||||||||||||
Line of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Prepaid indebtedness | $ 5,000 | |||||||||||||||
Principal payment | $ 1,100 | $ 1,100 | $ 1,100 | $ 1,100 | ||||||||||||
Annual principal payment | 4,500 | $ 4,500 | 4,500 | |||||||||||||
Line of Credit | London Interbank Offered Rate (LIBOR) | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, interest rate | 2.25% | 1.75% | ||||||||||||||
Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Litigation liability limit | 10,000 | |||||||||||||||
Incremental borrowings | 40,000 | $ 40,000 | 40,000 | |||||||||||||
July 2021 Credit Facility | Line of Credit | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fair value of the carrying amount | 77,800 | 77,800 | 77,800 | |||||||||||||
July 2021 Credit Facility | Line of Credit | Level 2 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fair value of the credit facility | $ 78,800 | $ 78,800 | $ 78,800 | |||||||||||||
July 2021 Credit Facility | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Net proceeds related | $ 89,300 | |||||||||||||||
Issuance costs discount | 0.375% | |||||||||||||||
Incurred issuance costs | $ 4,200 | |||||||||||||||
Line of credit facility, interest rate | 4.80% | 3.50% | ||||||||||||||
Minimum fixed charge ratio | 1.25 | |||||||||||||||
Debt instrument, leverage ratio | 3.75 | |||||||||||||||
Financial covenants, minimum liquidity | $ 20,000 | |||||||||||||||
Consulting agreement, term (in years) | 5 years | |||||||||||||||
Annual minimum principal payments year one | 5% | |||||||||||||||
Annual minimum principal payments year two | 5% | |||||||||||||||
Annual minimum principal payments year three | 7.50% | |||||||||||||||
Annual minimum principal payments year four | 7.50% | |||||||||||||||
Annual minimum principal payments year five | 10% | |||||||||||||||
July 2021 Credit Facility | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, interest rate | 1.75% | |||||||||||||||
July 2021 Credit Facility | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, interest rate | 2.50% |
DEBT - Interest Expense (Detail
DEBT - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Interest expense | $ 4,271 | $ 1,550 | $ 77 |
Interest expense | |||
Debt Instrument [Line Items] | |||
Interest expense | 3,205 | 977 | 0 |
Accretion expense related to discount and issuance costs | |||
Debt Instrument [Line Items] | |||
Interest expense | 973 | 442 | 0 |
Interest on other borrowings | |||
Debt Instrument [Line Items] | |||
Interest expense | $ 93 | $ 131 | $ 77 |
REDEEMABLE SERIES A PREFERRED_3
REDEEMABLE SERIES A PREFERRED STOCK - Narrative (Details) - USD ($) | 12 Months Ended | |||||||||||||||
Jul. 20, 2021 | Apr. 16, 2021 | Mar. 11, 2021 | Jun. 20, 2019 | Mar. 07, 2019 | Jul. 19, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2022 | May 28, 2022 | May 27, 2022 | Feb. 27, 2022 | Jan. 14, 2022 | Jan. 05, 2021 | Oct. 30, 2020 | |
Temporary Equity [Line Items] | ||||||||||||||||
Discount on shares issued | $ 7,000,000 | |||||||||||||||
Cash paid for credit facility transaction costs | 2,700,000 | |||||||||||||||
Payments for offering costs | $ 27,000 | $ 1,296,000 | $ 553,000 | |||||||||||||
Professional fees and other defense costs of litigation | 200,000 | 25,654,000 | 16,457,000 | 13,493,000 | ||||||||||||
Net proceeds related to the Common Stock issuances in March 2021 and August 2020 Offerings | $ 80,700,000 | $ 0 | $ 56,965,000 | $ 25,657,000 | ||||||||||||
Value of shares authorized to be repurchased | $ 50,000,000 | $ 50,000,000 | $ 15,000,000 | $ 15,000,000 | $ 15,000,000 | |||||||||||
Series A Preferred Stock | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Shares issued (in shares) | 60,000 | |||||||||||||||
Redemption shares issued (in shares) | 87,802 | 60,000 | ||||||||||||||
Redemption percentage | 13% | 13% | ||||||||||||||
Redemption price | $ 88,400,000 | $ 60,000,000 | ||||||||||||||
Aggregate redemption price | $ 87,800,000 | $ 62,300,000 | ||||||||||||||
Preferred stock, dividends per share, declared (usd per share) | $ 1,000 | $ 1,000 | ||||||||||||||
Redemption of accrued dividends | $ 600,000 | $ 2,300,000 | ||||||||||||||
Per share amount of accrued dividends (in usd per share) | $ 6.86 | $ 39.05 | ||||||||||||||
Shares authorized to be repurchased (in shares) | 10,000 | 5,000 | ||||||||||||||
Value of shares authorized to be repurchased | $ 8,950,000 | $ 4,500,000 | ||||||||||||||
Funded Debt | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Repayments of lines of credit | $ 132,800,000 | |||||||||||||||
Common Stock | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
New stock issued during period (shares) | 72,414 | 134,483 | 2,900,000 | |||||||||||||
Private Placement | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | $ 3,325,000 | $ 5,785,000 | $ 133,000,000 | |||||||||||||
Discount on shares issued | 200,000 | 700,000 | ||||||||||||||
Incremental and direct transaction costs | 339,000 | 751,000 | 4,628,000 | |||||||||||||
Payments for offering costs | $ 300,000 | $ 800,000 | $ 2,700,000 | |||||||||||||
Preferred stock discount, percentage | 5% | 11% | ||||||||||||||
Proceeds from issuance of private placement, net | $ 2,986,000 | $ 5,034,000 | ||||||||||||||
Incremental and direct costs, shares, cost | $ 200,000 | $ 500,000 | ||||||||||||||
Private Placement | Series A Preferred Stock | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Shares issued (in shares) | 3,500 | 6,500 | 140,000 | |||||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | $ 2,954,000 | $ 5,093,000 | $ 114,773,000 | |||||||||||||
Incremental and direct transaction costs | $ 301,000 | $ 661,000 | 3,994,000 | |||||||||||||
Redemption price | $ 79,782,000 | $ 54,327,000 | ||||||||||||||
Private Placement | Common Stock | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
New stock issued during period (shares) | 72,414 | 134,483 | ||||||||||||||
Net proceeds from issuance of Series A Preferred Stock and Common Stock | $ 371,000 | $ 692,000 | 18,227,000 | |||||||||||||
Incremental and direct transaction costs | $ 38,000 | $ 90,000 | 634,000 | |||||||||||||
Incremental and direct transaction costs (shares) | 35,000 | 85,000 | ||||||||||||||
Due Diligence and Professional Fees | Private Placement | ||||||||||||||||
Temporary Equity [Line Items] | ||||||||||||||||
Incremental and direct transaction costs | $ 200,000 | $ 300,000 | $ 1,900,000 |
REDEEMABLE SERIES A PREFERRED_4
REDEEMABLE SERIES A PREFERRED STOCK - Securities Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 20, 2019 | Mar. 07, 2019 | Jul. 19, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 06, 2019 |
Class of Stock [Line Items] | ||||||
Net carrying value, common stock | $ 9 | $ 9 | ||||
Footnotes [Abstract] | ||||||
Liquidation preference (usd per share) | $ 1,000 | $ 1,000 | ||||
Temporary equity, liquidation preference | $ 3,500 | $ 6,500 | $ 140,000 | |||
Common Stock | ||||||
Footnotes [Abstract] | ||||||
Common stock issued (shares) | 72,414 | 134,483 | 2,900,000 | |||
Shares issued, price per share (in usd per share) | $ 5.19 | $ 6.95 | $ 5.37 | |||
Private Placement | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock issued | $ 2,997 | $ 5,313 | $ 126,763 | |||
Stock issued | 3,373 | 6,035 | 146,894 | |||
Aggregate cash proceeds on July 19, 2018 | 3,325 | 5,785 | 133,000 | |||
Incremental and direct transaction costs | (339) | (751) | (4,628) | |||
Net carrying value, common stock | 128,372 | |||||
Net carrying value, Total | 2,986 | 5,034 | ||||
Footnotes [Abstract] | ||||||
Incremental and direct costs, shares, cost | 200 | 500 | ||||
Private Placement | Financial Advisor and Professional Fees | ||||||
Class of Stock [Line Items] | ||||||
Incremental and direct transaction costs | (2,700) | |||||
Private Placement | Due Diligence and Professional Fees | ||||||
Class of Stock [Line Items] | ||||||
Incremental and direct transaction costs | (200) | (300) | (1,900) | |||
Private Placement | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock issued | 20,131 | |||||
Stock issued | 376 | 722 | 20,131 | |||
Aggregate cash proceeds on July 19, 2018 | 371 | 692 | 18,227 | |||
Incremental and direct transaction costs | (38) | (90) | (634) | |||
Net carrying value, temporary equity | $ 17,593 | |||||
Net carrying value, common stock | $ 333 | $ 602 | ||||
Footnotes [Abstract] | ||||||
Common stock issued (shares) | 72,414 | 134,483 | ||||
Incremental and direct transaction costs (shares) | 35,000 | 85,000 | ||||
Private Placement | Series A Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock issued (shares) | 3,500 | 6,500 | 140,000 | |||
Preferred stock issued | $ 2,997 | $ 5,313 | $ 126,763 | |||
Aggregate cash proceeds on July 19, 2018 | 2,954 | 5,093 | 114,773 | |||
Incremental and direct transaction costs | $ (301) | $ (661) | (3,994) | |||
Temporary equity, shares outstanding | 3,500 | 6,500 | 0 | 154,911 | ||
Net carrying value, temporary equity | $ 2,653 | $ 4,432 | $ 110,779 | |||
Footnotes [Abstract] | ||||||
Liquidation preference (usd per share) | $ 1,000 |
REDEEMABLE SERIES A PREFERRED_5
REDEEMABLE SERIES A PREFERRED STOCK - Change in Value of Temporary Equity (Details) - Series A Preferred Stock - USD ($) | 7 Months Ended | 12 Months Ended | |||||||||
Jul. 20, 2021 | Jul. 01, 2021 | Apr. 16, 2021 | Apr. 01, 2021 | Jan. 05, 2021 | Jan. 04, 2021 | Jul. 20, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 30, 2020 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Repurchase (in shares) | (10,000) | ||||||||||
Redemption of shares | $ (88,400,000) | $ (60,000,000) | |||||||||
Accretion of discount | $ 0 | $ 13,693,000 | $ 0 | ||||||||
Shares authorized to be repurchased (in shares) | 10,000 | 5,000 | |||||||||
Private Placement | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Net carry value, beginning of period (shares) | 154,911 | ||||||||||
Net carrying value, beginning of period | $ 137,854,000 | ||||||||||
Issuance of shares to settle PIK Dividends (in shares) | 647 | 1,051 | 1,193 | ||||||||
Issuance of shares to settle PIK Dividends | $ 647,000 | $ 1,051,000 | $ 1,193,000 | ||||||||
Repurchase (in shares) | (10,000) | ||||||||||
Repurchase of stock value | $ (8,913,000) | ||||||||||
Redemption of shares (in shares) | (87,802) | (60,000) | |||||||||
Redemption of shares | $ (79,782,000) | $ (54,327,000) | |||||||||
Accretion of discount (in shares) | 0 | ||||||||||
Accretion of discount | $ 2,277,000 | ||||||||||
Net carry value, ending of period (shares) | 0 | 154,911 | |||||||||
Net carrying value, end of period | $ 0 | $ 137,854,000 |
REDEEMABLE SERIES A PREFERRED_6
REDEEMABLE SERIES A PREFERRED STOCK - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Dividends payable in cash | $ 0 | $ 5,839 | $ 15,713 |
Dividends payable PIK | $ 0 | $ 1,752 | 4,738 |
Cash Dividend | |||
Class of Stock [Line Items] | |||
Dividend rate (percentage) | 10% | 10% | |
Payment In Kind Dividend | |||
Class of Stock [Line Items] | |||
Dividend rate (percentage) | 3% | 3% | |
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Liability for unpaid dividends | $ 0 | $ 5,035 | $ 5,045 |
Dividends per share (in usd per share) | $ 0 | $ 32.50 | $ 32.50 |
Dividends paid | $ (12,626) | $ (20,461) | |
Dividends paid per share (usd per share) | $ (194.57) | $ (130.08) | |
Series A Preferred Stock | Cash Dividend | |||
Class of Stock [Line Items] | |||
Liability for unpaid dividends | $ 0 | $ 3,842 | $ 3,889 |
Dividends payable in cash | 5,839 | 15,713 | |
Make whole dividends related to 87,802 and 60,000 shares redeemed of Series A Preferred Stock | $ 5,839 | $ 15,713 | |
Dividends per share (in usd per share) | $ 89.98 | $ 99.90 | |
Dividends paid | $ (9,735) | $ (15,781) | |
Series A Preferred Stock | Payment In Kind Dividend | |||
Class of Stock [Line Items] | |||
Liability for unpaid dividends | 0 | 1,193 | $ 1,156 |
Dividends payable PIK | 1,752 | 4,717 | |
Make whole dividends related to 87,802 and 60,000 shares redeemed of Series A Preferred Stock | $ 1,752 | $ 4,717 | |
Dividends per share (in usd per share) | $ 27 | $ 29.99 | |
Dividends paid | $ (2,891) | $ (4,680) | |
Series A Preferred Stock | Fractional Shares | |||
Class of Stock [Line Items] | |||
Dividends payable in cash | 54 | 21 | |
Dividends payable PIK | $ 54 | ||
Make whole dividends related to 87,802 and 60,000 shares redeemed of Series A Preferred Stock | $ 21 | ||
Dividends per share (in usd per share) | $ 0 | $ 0.13 |
CAPITAL STRUCTURE - Narrative (
CAPITAL STRUCTURE - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||||||
May 28, 2022 USD ($) | May 27, 2022 USD ($) | Aug. 06, 2021 USD ($) shares | Mar. 11, 2021 USD ($) $ / shares shares | Aug. 18, 2020 USD ($) $ / shares shares | Jul. 19, 2018 USD ($) | Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) vote $ / shares shares | Dec. 31, 2020 USD ($) | May 31, 2022 USD ($) | Feb. 27, 2022 USD ($) | Jan. 14, 2022 USD ($) | Jan. 05, 2021 USD ($) | Oct. 30, 2020 USD ($) | |
Class of Stock [Line Items] | ||||||||||||||
Preferred stock and temporary equity, shares authorized | shares | 100,000,000 | |||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||
Redeemable preferred stock, shares authorized (shares) | shares | 180,000 | 180,000 | ||||||||||||
Common Stock Offering [Abstract] | ||||||||||||||
Common stock, shares authorized | shares | 1,000,000,000 | 1,000,000,000 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock, votes per share | vote | 1 | 1 | ||||||||||||
Discount on shares of Common Stock issued in March 2021 and August 2020 Public Offerings: | $ 0 | $ 2,948 | $ 1,650 | |||||||||||
Underwriter discounts and commissions | 0 | 1,050 | 143 | |||||||||||
Professional fees and other defense costs of litigation | $ 200 | $ 25,654 | 16,457 | 13,493 | ||||||||||
Value of shares authorized to be repurchased | $ 50,000 | $ 15,000 | $ 50,000 | $ 15,000 | $ 15,000 | |||||||||
Stock repurchase program, period | 4 years | 2 years | ||||||||||||
Stock reacquired and retired (shares) | shares | 900,000 | |||||||||||||
Stock reacquired and retired | $ 4,700 | |||||||||||||
Restricted stock units | ||||||||||||||
Acquisition of Common Stock Upon Vesting of Restricted Stock Units [Abstract] | ||||||||||||||
Stock repurchased (Shares) | shares | 100,000 | |||||||||||||
Stock reacquired | $ 1,100 | |||||||||||||
Series A Preferred Stock | ||||||||||||||
Common Stock Offering [Abstract] | ||||||||||||||
Shares issued (in shares) | shares | 60,000 | |||||||||||||
Value of shares authorized to be repurchased | $ 8,950 | $ 4,500 | ||||||||||||
Acquisition of Common Stock Upon Vesting of Restricted Stock Units [Abstract] | ||||||||||||||
Stock reacquired | $ 0 | $ 38 | $ 83 | |||||||||||
March 2021 Offering | ||||||||||||||
Common Stock Offering [Abstract] | ||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||
Shares issued (in shares) | shares | 7,800,000 | |||||||||||||
Sales of stock, price per share (in usd per share) | $ / shares | $ 7.75 | |||||||||||||
Gross proceeds | $ 57,000 | |||||||||||||
Discount on shares of Common Stock issued in March 2021 and August 2020 Public Offerings: | 2,900 | |||||||||||||
Underwriter discounts and commissions | 200 | |||||||||||||
Professional fees and other defense costs of litigation | 1,300 | |||||||||||||
Proceeds from issuance of private placement, net | $ 55,600 | |||||||||||||
August 2020 Offering | ||||||||||||||
Common Stock Offering [Abstract] | ||||||||||||||
Shares issued (in shares) | shares | 6,100,000 | |||||||||||||
Sales of stock, price per share (in usd per share) | $ / shares | $ 4.50 | |||||||||||||
Gross proceeds | $ 27,500 | |||||||||||||
Discount on shares of Common Stock issued in March 2021 and August 2020 Public Offerings: | 1,700 | |||||||||||||
Underwriter discounts and commissions | 100 | |||||||||||||
Professional fees and other defense costs of litigation | 600 | |||||||||||||
Proceeds from issuance of private placement, net | $ 25,100 |
STOCK-BASED COMPENSATION AND _3
STOCK-BASED COMPENSATION AND WARRANTS - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||
Feb. 23, 2023 shares | Oct. 29, 2021 USD ($) $ / shares | Jun. 07, 2018 offering_period shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Oct. 10, 2022 $ / shares shares | Dec. 31, 2019 shares | May 26, 2015 $ / shares shares | Dec. 31, 2007 shares | |
Equity [Abstract] | ||||||||||
Shares available for future grants (in shares) | 7,543,000 | 4,324,000 | 4,037,000 | 2,885,000 | ||||||
Potential additional shares authorized for issuance (in shares) | 4,800,000 | |||||||||
Number of additional shares authorized, percentage | 4% | |||||||||
Additional shares authorized (in shares) | 3,484,000 | 3,056,000 | 2,700,000 | |||||||
Restricted Stock Units and Share-based Compensation Expense [Abstract] | ||||||||||
Dividend yield (percentage) | 0% | 0% | 0% | |||||||
Compensation expense recognized | $ | $ 10,895 | $ 9,710 | $ 7,461 | |||||||
Employee Stock Purchase Plan [Abstract] | ||||||||||
Shares issued in period (in shares) | 60,000 | 0 | 0 | |||||||
Warrant exercise price (in usd per share) | $ / shares | $ 1.04 | $ 5.64 | ||||||||
Redeemable warrants to additional paid-in capital | $ | $ 6,300 | $ 2,277 | $ 6,275 | |||||||
Number of shares for warrant (in shares) | 3,400,000 | 18,100,000 | ||||||||
Public Warrants and Private Warrants | ||||||||||
Employee Stock Purchase Plan [Abstract] | ||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 11.50 | |||||||||
Number of shares for warrant (in shares) | 14,700,000 | |||||||||
Public Warrants | ||||||||||
Employee Stock Purchase Plan [Abstract] | ||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||||
Number of shares for warrant (in shares) | 8,600,000 | 8,600,000 | ||||||||
Private Placement Warrants | ||||||||||
Employee Stock Purchase Plan [Abstract] | ||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 1 | |||||||||
Number of shares for warrant (in shares) | 6,100,000 | |||||||||
Exercise Price Range One | ||||||||||
Employee Stock Purchase Plan [Abstract] | ||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 5.64 | |||||||||
Number of shares for warrant (in shares) | 3,400,000 | |||||||||
Exercise Price Range Two | ||||||||||
Employee Stock Purchase Plan [Abstract] | ||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 11.50 | |||||||||
Number of shares for warrant (in shares) | 14,700,000 | |||||||||
Subsequent Event | ||||||||||
Equity [Abstract] | ||||||||||
Additional shares authorized (in shares) | 3,500,000 | |||||||||
Two Thousands And Seven Plan | ||||||||||
Equity [Abstract] | ||||||||||
Stock options outstanding (in common shares) | 400,000 | |||||||||
Two Thousands And Thirteen Plan | ||||||||||
Equity [Abstract] | ||||||||||
Stock options outstanding (in common shares) | 6,600,000 | |||||||||
Shares available for future grants (in shares) | 2,000,000 | |||||||||
Stock Plans | ||||||||||
Equity [Abstract] | ||||||||||
Percentage of options vested | 33.33% | |||||||||
Exercise price as percentage of fair value | 100% | |||||||||
Maximum term (years) | 10 years | |||||||||
Stock Plans | Director | ||||||||||
Equity [Abstract] | ||||||||||
Percentage of options vested | 100% | |||||||||
Common Class B | Two Thousands And Seven Plan | ||||||||||
Equity [Abstract] | ||||||||||
Common stock reserved for options (shares) | 14,300,000 | |||||||||
Stock options | ||||||||||
Restricted Stock Units and Share-based Compensation Expense [Abstract] | ||||||||||
Intrinsic value of vested options | $ | $ 1,900 | $ 6,600 | $ 6,100 | |||||||
Weighted average fair value of options granted (usd per share) | $ / shares | $ 2.64 | $ 3.05 | $ 1.65 | |||||||
Unrecognized compensation cost | $ | $ 4,100 | $ 3,900 | $ 1,200 | |||||||
Average vesting period (years) | 1 year 11 months 12 days | |||||||||
Stock options | Stock Plans | Director | ||||||||||
Equity [Abstract] | ||||||||||
Vesting period (years) | 1 year | |||||||||
Restricted Stock Units and Share-based Compensation Expense [Abstract] | ||||||||||
RSU vesting period (months) | 1 year | |||||||||
Restricted stock units | ||||||||||
Restricted Stock Units and Share-based Compensation Expense [Abstract] | ||||||||||
Average vesting period (years) | 1 year 7 months 13 days | |||||||||
Weighted average fair market value (usd per share) | $ / shares | $ 5.05 | |||||||||
Fair value of underlying shares | $ | $ 4,500 | |||||||||
Compensation expense recognized | $ | 8,200 | |||||||||
Unrecognized compensation expense | $ | $ 7,900 | |||||||||
Restricted stock units | Two Thousands And Thirteen Plan | ||||||||||
Restricted Stock Units and Share-based Compensation Expense [Abstract] | ||||||||||
Additional RSUs granted (in shares) | 900,000 | |||||||||
Restricted stock units | Minimum | Two Thousands And Thirteen Plan | ||||||||||
Equity [Abstract] | ||||||||||
Vesting period (years) | 12 months | |||||||||
Restricted Stock Units and Share-based Compensation Expense [Abstract] | ||||||||||
RSU vesting period (months) | 12 months | |||||||||
Restricted stock units | Maximum | Two Thousands And Thirteen Plan | ||||||||||
Equity [Abstract] | ||||||||||
Vesting period (years) | 36 months | |||||||||
Restricted Stock Units and Share-based Compensation Expense [Abstract] | ||||||||||
RSU vesting period (months) | 36 months | |||||||||
Employee Stock | ||||||||||
Employee Stock Purchase Plan [Abstract] | ||||||||||
ESPP maximum shares available (in shares) | 5,000,000 | |||||||||
ESPP common stock price (percentage of fair market value) | 85% | |||||||||
Number of offering periods | offering_period | 2 | |||||||||
Length of offering period (months) | 6 months | |||||||||
Shares issued in period (in shares) | 0 |
STOCK-BASED COMPENSATION AND _4
STOCK-BASED COMPENSATION AND WARRANTS - Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Granted (in shares) | 1,352 | 1,759 | 600 |
Forfeited (in shares) | (434) | (249) | (390) |
Expired (in shares) | (194) | (208) | (191) |
Vested, end of year (in shares) | 300 | ||
Stock Options Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding, beginning of year (in shares) | 6,824 | 7,007 | 8,677 |
Granted (in shares) | 1,352 | 1,759 | 600 |
Forfeited (in shares) | (434) | (249) | (390) |
Expired (in shares) | (194) | (208) | (191) |
Exercised (in shares) | (554) | (1,485) | (1,689) |
Outstanding, end of year (in shares) | 6,994 | 6,824 | 7,007 |
Vested, end of year (in shares) | 4,754 | 4,733 | 5,842 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Price outstanding, beginning of year (usd per share) | $ 5.92 | $ 5.24 | $ 4.55 |
Price granted (usd per share) | 5.58 | 7.18 | 4.34 |
Price forfeited (usd per share) | 5.94 | 6.41 | 6.28 |
Price expired (usd per share) | 5.96 | 7.08 | 6.17 |
Price exercised (usd per share) | 1.83 | 3.95 | 1.07 |
Price outstanding, end of year (usd per share) | 6.17 | 5.92 | 5.24 |
Price vested, end of year (usd per share) | $ 6.17 | $ 5.64 | $ 5.22 |
Term outstanding, end of year (years) | 5 years 6 months | 5 years 7 months 6 days | 5 years |
Term vested, end of year (years) | 4 years | 4 years | 4 years 3 months 18 days |
Stock Plans | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Term vested, end of year (years) | 10 years | ||
Footnotes [Abstract] | |||
Value of stock options outstanding | $ 0.2 | $ 5.9 | $ 3.8 |
Value of vested stock options | $ 0.2 | $ 5.1 | $ 3.6 |
STOCK-BASED COMPENSATION AND _5
STOCK-BASED COMPENSATION AND WARRANTS - Share Available For Grant (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares Available For Grant [Roll Forward] | |||
Available, beginning of year (in shares) | 4,324 | 4,037 | 2,885 |
Stock options granted (in shares) | (1,352) | (1,759) | (600) |
RSU's granted (in shares) | (893) | (2,105) | (1,846) |
Expired options under 2007 plan (in shares) | 194 | 208 | 191 |
Forfeited options under Stock Plans (in shares) | 434 | 249 | 390 |
Forfeited RSUs under Stock Plans (in shares) | 559 | 501 | 317 |
Shares issued (in shares) | (60) | 0 | 0 |
Shares repurchased (in shares) | 853 | 137 | 0 |
Newly authorized by Board of Directors (in shares) | 3,484 | 3,056 | 2,700 |
Available, end of year (in shares) | 7,543 | 4,324 | 4,037 |
STOCK-BASED COMPENSATION AND _6
STOCK-BASED COMPENSATION AND WARRANTS - Fair Value of Stock Options (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
STOCK OPTIONS AND WARRANTS [Abstract] | |||
Expected life (in years) | 6 years | 6 years | 6 years |
Volatility (percentage) | 46% | 44% | 40% |
Dividend yield (percentage) | 0% | 0% | 0% |
Risk-free interest rate (percentage) | 2.70% | 1.10% | 0.50% |
STOCK-BASED COMPENSATION AND _7
STOCK-BASED COMPENSATION AND WARRANTS - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense classification | $ 10,895 | $ 9,710 | $ 7,461 |
Cost of revenues | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense classification | 2,052 | 1,474 | 1,174 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense classification | 3,146 | 3,018 | 2,450 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense classification | $ 5,697 | $ 5,218 | $ 3,837 |
STOCK-BASED COMPENSATION AND _8
STOCK-BASED COMPENSATION AND WARRANTS - Outstanding Warrants (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 29, 2021 | May 26, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrant exercise price (in usd per share) | $ 5.64 | $ 1.04 | ||
Shares outstanding (in shares) | 3,440,000 | 18,128,000 | ||
Number of shares for warrant (in shares) | 3,400,000 | 18,100,000 | ||
GPIA Public Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrant exercise price (in usd per share) | $ 11.50 | |||
Shares outstanding (in shares) | 0 | 8,625,000 | ||
GP Sponsor Private Placement Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrant exercise price (in usd per share) | $ 11.50 | |||
Shares outstanding (in shares) | 0 | 6,063,000 | ||
Public Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrant exercise price (in usd per share) | $ 11.50 | $ 11.50 | ||
Number of shares for warrant (in shares) | 8,600,000 | 8,600,000 | ||
Value of guarantee warrant (in shares) | 1 | |||
Private Placement Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrant exercise price (in usd per share) | $ 1 | |||
Number of shares for warrant (in shares) | 6,100,000 | |||
Redeemable Origination Agent Warrants | Original Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrant exercise price (in usd per share) | $ 5.64 | |||
Shares outstanding (in shares) | 3,440,000 | 3,440,000 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Income Taxes [Line Items] | |||||
Payroll taxes | $ 0 | $ 0 | $ 3,200,000 | ||
Payments to CARES | 1,600,000 | $ 1,600,000 | |||
Global intangible low taxed income | 1,000,000 | ||||
Increase (decrease) in valuation allowance | (82,000) | $ (65,692,000) | $ (2,091,000) | ||
Unremitted earnings of foreign subsidiaries | 39,800,000 | 39,800,000 | |||
Deferred tax liability for unremitted foreign earnings | 3,100,000 | 3,100,000 | |||
Domestic Tax Authority | |||||
Schedule Of Income Taxes [Line Items] | |||||
Net operating loss carryforwards | 141,200,000 | 141,200,000 | |||
State and Local Jurisdiction | |||||
Schedule Of Income Taxes [Line Items] | |||||
Net operating loss carryforwards | 131,900,000 | 131,900,000 | |||
Foreign jurisdiction | |||||
Schedule Of Income Taxes [Line Items] | |||||
Foreign tax credit carryforwards | $ 300,000 | $ 300,000 |
INCOME TAXES - Loss Before Inco
INCOME TAXES - Loss Before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (9,012) | $ 8,255 | $ 7,123 |
International | 12,817 | 11,180 | 9,032 |
Income before income taxes | $ 3,805 | $ 19,435 | $ 16,155 |
INCOME TAXES - Income Tax Recon
INCOME TAXES - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax (expense) benefit at statutory U.S. federal rate | $ (799) | $ (4,082) | $ (3,685) |
Income tax expense attributable to U.S. states, net | 53 | (2,005) | (639) |
Permanent differences: | |||
Non-deductible expenses | (206) | (1,178) | (107) |
Stock-based compensation | (796) | 1,021 | 324 |
Other | 600 | 507 | 274 |
Global intangible low taxed income | (206) | (65) | (226) |
Foreign rate differential and foreign tax credits | (868) | (596) | (400) |
Foreign withholding taxes | (3,495) | (2,910) | (1,686) |
Other | (650) | (600) | (515) |
Decrease in valuation allowance | 82 | 65,692 | 2,091 |
Total income taxes | $ (6,285) | $ 55,784 | $ (4,569) |
INCOME TAXES - Income Tax Benef
INCOME TAXES - Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current income tax expense: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | (273) | (264) | (321) |
Foreign | (8,083) | (6,270) | (4,762) |
Total current income tax expense | (8,356) | (6,534) | (5,083) |
Deferred income tax benefit: | |||
Federal | 1,336 | 51,542 | 0 |
State | 155 | 10,732 | 0 |
Foreign | 580 | 44 | 514 |
Total deferred income tax benefit | 2,071 | 62,318 | 514 |
Total income taxes | $ (6,285) | $ 55,784 | $ (4,569) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 37,752 | $ 37,132 |
Deferred revenue | 5,525 | 2,875 |
Accounts payable and accrued expenses | 12,659 | 16,361 |
Stock-based compensation | 1,565 | 1,735 |
Operating lease liabilities | 2,181 | 2,815 |
Tax credit carryforwards | 321 | 404 |
Other | 2,158 | 128 |
Foreign deferred assets | 2,097 | 1,759 |
Business interest carryforwards | 16,298 | 15,504 |
Gross deferred income tax assets | 80,556 | 78,713 |
Valuation allowance for deferred income tax assets | (316) | (399) |
Net deferred income tax assets | 80,240 | 78,314 |
Deferred income tax liabilities: | ||
Deferred contract costs | (9,940) | (8,890) |
Operating lease right-of-use assets | (628) | (1,866) |
Other | (4,157) | (3,525) |
Deferred tax assets, net | $ 65,515 | $ 64,033 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions | 12 Months Ended | ||||||
Jan. 12, 2022 claim | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2016 USD ($) | Dec. 31, 2015 claim | Sep. 15, 2020 copyright client | |
Commitments And Contingencies [Line Items] | |||||||
Matching contribution | $ 3.5 | $ 3.2 | $ 2.7 | ||||
Guarantor obligations | 8.1 | $ 8.3 | |||||
Oracle Litigation | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of claim found liable | claim | 1 | ||||||
Damages awarded | $ 124.4 | ||||||
Payments for judgement ordered after fees and costs | $ 89.9 | ||||||
Injunction Proceedings | |||||||
Commitments And Contingencies [Line Items] | |||||||
Number of claims ruled in favor of defendant | claim | 5 | ||||||
Number of claims ruled in favor of plaintiff | claim | 5 | ||||||
Permanent injunction awarded sanctions | 0.6 | ||||||
Accrued expense | 6.9 | ||||||
Amount awarded to other party | $ 0.6 | ||||||
Rimini II Litigation | Gap customers | |||||||
Commitments And Contingencies [Line Items] | |||||||
Copyrights infringed | copyright | 17 | ||||||
Rimini II Litigation | Two Specific Company Clients | |||||||
Commitments And Contingencies [Line Items] | |||||||
Copyrights infringed | copyright | 4 | ||||||
Litigation case, number of clients | client | 2 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Jul. 31, 2018 | Dec. 31, 2022 | |
Common Class A | ||
Related Party Transaction [Line Items] | ||
New stock issued during period (shares) | 400,000 | |
Adams Street Partners | Common Stock | ||
Related Party Transaction [Line Items] | ||
Shares outstanding (percentage) | 26.60% | |
Adams Street Partners | Series A Preferred Stock | ||
Related Party Transaction [Line Items] | ||
New stock issued during period (shares) | 19,209 | |
Private Placement | Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Value of related party transaction | $ 19.2 |
EARNINGS (LOSS) PER SHARE - Bas
EARNINGS (LOSS) PER SHARE - Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net income (loss) | $ (2,480) | $ 75,219 | $ 11,586 |
Make-whole dividends related to redemption of Series A Preferred Stock | (2,945) | ||
Cash dividends declared | 0 | (5,839) | (15,713) |
PIK dividends declared | 0 | (1,752) | (4,738) |
Accretion of discount | 0 | (2,277) | (6,275) |
Net (loss) income after dividends and accretion | (2,480) | 48,675 | (15,223) |
Undistributed earnings using the two-class method | 0 | (3,478) | 0 |
Net income (loss) attributable to common stockholders | $ (2,480) | $ 45,197 | $ (15,223) |
Weighted average number of shares outstanding, basic (shares) | 87,672 | 84,318 | 71,231 |
Additional shares outstanding if Series A Preferred Stock is converted | 0 | 6,489 | 15,729 |
Total shares outstanding if Series A Preferred Stock is converted to Common Stock | 87,672 | 90,807 | 86,960 |
Percentage of shares allocable to Series A Preferred Stock | 0% | 7.10% | 18.10% |
Diluted weighted average number of shares of Common Stock outstanding (shares) | 87,672 | 88,970 | 71,231 |
Basic (usd per share) | $ (0.03) | $ 0.54 | $ (0.21) |
Diluted (usd per share) | $ (0.03) | $ 0.51 | $ (0.21) |
Temporary equity, conversion ratio | 1 | 1 | |
Warrant | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Weighted average number of shares outstanding, diluted (shares) | 0 | 983 | 0 |
Stock options | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Weighted average number of shares outstanding, diluted (shares) | 0 | 1,899 | 0 |
Restricted stock units | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Weighted average number of shares outstanding, diluted (shares) | 0 | 1,770 | 0 |
Series A Preferred Stock | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Return on repurchase of Series A Preferred Stock shares in January 2021 | $ 0 | $ (38) | $ (83) |
Accretion related to redemption of Series A Preferred Stock | 0 | (13,693) | 0 |
Make-whole dividends related to redemption of Series A Preferred Stock | $ 0 | $ (2,945) | $ 0 |
EARNINGS (LOSS) PER SHARE - Ant
EARNINGS (LOSS) PER SHARE - Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 12,443 | 17,394 | 43,948 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,440 | 14,688 | 18,128 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,994 | 2,458 | 7,007 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,009 | 248 | 3,322 |
Series A Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 15,491 |
FINANCIAL INSTRUMENTS AND SIG_3
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Schedule of Cash Equivalent And Short-Term Investment Balances (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Sep. 30, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Investment of cash, and cash equivalents | $ 20,000 | |
Cost Basis | $ 20,064 | |
Unrealized Gains (Losses) | 103 | |
Recorded Basis | 20,167 | |
Cash Equivalents | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Recorded Basis | 52 | |
Short-term Investments | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Recorded Basis | 20,115 | |
Federal agency bonds | Level 2 | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost Basis | 15,893 | |
Unrealized Gains (Losses) | 67 | |
Recorded Basis | 15,960 | |
Federal agency bonds | Cash Equivalents | Level 2 | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Recorded Basis | 0 | |
Federal agency bonds | Short-term Investments | Level 2 | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Recorded Basis | 15,960 | |
US government bonds | Level 2 | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost Basis | 494 | |
Unrealized Gains (Losses) | 5 | |
Recorded Basis | 499 | |
US government bonds | Cash Equivalents | Level 2 | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Recorded Basis | 0 | |
US government bonds | Short-term Investments | Level 2 | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Recorded Basis | 499 | |
US treasury notes | Level 2 | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost Basis | 3,625 | |
Unrealized Gains (Losses) | 31 | |
Recorded Basis | 3,656 | |
US treasury notes | Cash Equivalents | Level 2 | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Recorded Basis | 0 | |
US treasury notes | Short-term Investments | Level 2 | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Recorded Basis | 3,656 | |
Variable note | Level 2 | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost Basis | 52 | |
Unrealized Gains (Losses) | 0 | |
Recorded Basis | 52 | |
Variable note | Cash Equivalents | Level 2 | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Recorded Basis | 52 | |
Variable note | Short-term Investments | Level 2 | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Recorded Basis | 0 | |
Cash | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cost Basis | 0 | |
Unrealized Gains (Losses) | 0 | |
Recorded Basis | 0 | |
Cash | Cash Equivalents | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Recorded Basis | 0 | |
Cash | Short-term Investments | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Recorded Basis | $ 0 |
FINANCIAL INSTRUMENTS AND SIG_4
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Amounts Recorded For Interest Rate Swap Agreement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2022 | May 18, 2022 | |
Derivatives, Fair Value [Line Items] | |||||
Interest expense | $ 4,271 | $ 1,550 | $ 77 | ||
Deposits and other | |||||
Derivatives, Fair Value [Line Items] | |||||
Interest rate swap | 1,402 | 0 | |||
Accumulated comprehensive loss | |||||
Derivatives, Fair Value [Line Items] | |||||
Interest rate swap | 1,107 | 0 | |||
Interest Rate Swap | |||||
Derivatives, Fair Value [Line Items] | |||||
Notional amount | $ 40,000 | $ 40,000 | |||
Interest rate swap | 1,400 | ||||
Payments incurred | 200 | ||||
Proceeds received | 100 | ||||
Interest expense | $ 158 | $ 0 |
FINANCIAL INSTRUMENTS AND SIG_5
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Jun. 20, 2019 USD ($) | Mar. 07, 2019 USD ($) | Jul. 19, 2018 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Oct. 29, 2021 USD ($) $ / shares | May 26, 2015 $ / shares shares | |
Concentration Risk [Line Items] | |||||||
Number of shares for warrant (in shares) | shares | 18,100,000 | 3,400,000 | |||||
Warrant exercise price (in usd per share) | $ / shares | $ 5.64 | $ 1.04 | |||||
Fair value instruments | $ 6,300 | ||||||
Property and equipment, net | $ 4,435 | $ 6,113 | |||||
Operating lease right-of-use assets | 12,722 | 7,142 | |||||
Cash and cash equivalents | 119,571 | 109,008 | |||||
Restricted cash | $ 419 | 426 | |||||
Public Warrants | |||||||
Concentration Risk [Line Items] | |||||||
Number of shares for warrant (in shares) | shares | 8,600,000 | 8,600,000 | |||||
Warrant exercise price (in usd per share) | $ / shares | $ 11.50 | $ 11.50 | |||||
Single Financial Institution | |||||||
Concentration Risk [Line Items] | |||||||
Cash and cash equivalents | $ 70,600 | 44,900 | |||||
Other Financial Institution | |||||||
Concentration Risk [Line Items] | |||||||
Restricted cash | 300 | ||||||
One Customer | Customer Concentration | Accounts Receivable | |||||||
Concentration Risk [Line Items] | |||||||
Concentration risk (percentage) | 10% | ||||||
Non-US | |||||||
Concentration Risk [Line Items] | |||||||
Property and equipment, net | $ 1,500 | 1,800 | |||||
UNITED STATES | |||||||
Concentration Risk [Line Items] | |||||||
Operating lease right-of-use assets | 7,700 | 2,600 | |||||
INDIA | |||||||
Concentration Risk [Line Items] | |||||||
Operating lease right-of-use assets | 4,700 | 3,400 | |||||
Rest of the world | |||||||
Concentration Risk [Line Items] | |||||||
Operating lease right-of-use assets | $ 400 | $ 1,200 | |||||
Series A Preferred Stock | Risk Free Interest Rate | |||||||
Concentration Risk [Line Items] | |||||||
Fair value input (percentage) | 0.0172 | 0.0244 | 0.028 | ||||
Series A Preferred Stock | Measurement Input, Price Volatility | |||||||
Concentration Risk [Line Items] | |||||||
Fair value input (percentage) | 0.30 | ||||||
Private Placement | |||||||
Concentration Risk [Line Items] | |||||||
Preferred stock issued | $ 2,997 | $ 5,313 | $ 126,763 | ||||
Private Placement | Series A Preferred Stock | |||||||
Concentration Risk [Line Items] | |||||||
Preferred stock issued | $ 2,997 | $ 5,313 | $ 126,763 | ||||
Minimum | Series A Preferred Stock | Expected Term | |||||||
Concentration Risk [Line Items] | |||||||
Fair value input (percentage) | 4 | ||||||
Minimum | Series A Preferred Stock | Measurement Input, Implied Yield | |||||||
Concentration Risk [Line Items] | |||||||
Fair value input (percentage) | 0.209 | ||||||
Maximum | Series A Preferred Stock | Expected Term | |||||||
Concentration Risk [Line Items] | |||||||
Fair value input (percentage) | 5 | ||||||
Maximum | Series A Preferred Stock | Measurement Input, Implied Yield | |||||||
Concentration Risk [Line Items] | |||||||
Fair value input (percentage) | 0.229 |
FINANCIAL INSTRUMENTS AND SIG_6
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS - Revenues by Geographic Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Cost Method Investment [Line Items] | |||
Revenues | $ 409,662 | $ 374,430 | $ 326,780 |
United States of America | |||
Schedule Of Cost Method Investment [Line Items] | |||
Revenues | 215,372 | 199,811 | 191,448 |
International | |||
Schedule Of Cost Method Investment [Line Items] | |||
Revenues | $ 194,290 | $ 174,619 | $ 135,332 |