Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Entity Information [Line Items] | |
Document Type | POS AM |
Amendment Flag | true |
Entity Registrant Name | LiveVox Holdings, Inc. |
Entity Central Index Key | 0001723648 |
Entity Filer Category | Accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | EXPLANATORY NOTE On July 22, 2021, the registrant filed a Registration Statement on Form S-1 (Registration No. 333-257969), which was subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 23, 2021 (the “Registration Statement”). This post-effective amendment is being filed to update the Registration Statement to include information contained in the registrant’s Annual Report on Form 10-K and certain other information in such Registration Statement. No additional securities are being registered under this post-effective amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 47,217 | $ 18,098 |
Restricted cash, current | 100 | 1,368 |
Marketable securities, current | 7,226 | 0 |
Accounts receivable, net | 20,128 | 13,817 |
Deferred sales commissions, current | 2,691 | 1,521 |
Prepaid expenses and other current assets | 6,151 | 2,880 |
Total Current Assets | 83,513 | 37,684 |
Property and equipment, net | 3,010 | 3,505 |
Goodwill | 47,481 | 47,481 |
Intangible assets, net | 20,195 | 18,688 |
Operating lease right-of-use assets | 5,483 | 3,858 |
Deposits and other | 664 | 2,334 |
Marketable securities, net of current | 42,148 | 0 |
Deferred sales commissions, net of current | 6,747 | 3,208 |
Restricted cash, net of current | 0 | 100 |
Total Assets | 209,241 | 116,858 |
Current liabilities: | ||
Accounts payable | 6,490 | 3,521 |
Accrued expenses | 13,855 | 11,667 |
Deferred revenue, current | 1,307 | 1,140 |
Term loan, current | 561 | 1,440 |
Operating lease liabilities, current | 1,946 | 1,353 |
Finance lease liabilities, current | 26 | 392 |
Total current liabilities | 24,185 | 19,513 |
Long term liabilities: | ||
Line of credit | 0 | 4,672 |
Deferred revenue, net of current | 456 | 237 |
Term loan, net of current | 54,459 | 54,604 |
Operating lease liabilities, net of current | 4,046 | 3,088 |
Finance lease liabilities, net of current | 11 | 38 |
Deferred tax liability, net | 2 | 193 |
Warrant liability | 767 | 0 |
Other long-term liabilities | 337 | 372 |
Total liabilities | 84,263 | 82,717 |
Commitments and contingencies (Note 11 and 23) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value per share; 25,000 shares authorized, none issued and outstanding as of December 31, 2021; none authorized, issued and outstanding as of December 31, 2020. | 0 | 0 |
Common stock, $0.0001 par value per share; 500,000 shares authorized as of December 31, 2021 and 2020; 90,697 and 66,637 shares issued and outstanding as of December 31, 2021 and 2020, respectively. | 9 | 7 |
Additional paid-in capital | 253,468 | 59,168 |
Accumulated other comprehensive loss | (477) | (206) |
Accumulated deficit | (128,022) | (24,828) |
Total stockholders' equity | 124,978 | 34,141 |
Total liabilities & stockholders' equity | $ 209,241 | $ 116,858 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Jun. 18, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 25,000,000 | 0 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Common stock, shares issued (in shares) | 90,696,977 | 66,637,092 | |
Common stock, shares outstanding (in shares) | 90,696,977 | 87,084,637 | 66,637,092 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 119,231 | $ 102,545 | $ 92,755 |
Cost of revenue | 60,639 | 39,476 | 38,253 |
Gross profit | 58,592 | 63,069 | 54,502 |
Operating expenses | |||
Sales and marketing expense | 62,333 | 29,023 | 24,423 |
General and administrative expense | 44,694 | 14,291 | 16,938 |
Research and development expense | 52,562 | 20,160 | 16,607 |
Total operating expenses | 159,589 | 63,474 | 57,968 |
Loss from operations | (100,997) | (405) | (3,466) |
Interest expense, net | 3,732 | 3,890 | 3,320 |
Change in the fair value of warrant liability | (1,242) | 0 | 0 |
Other expense (income), net | (459) | 154 | (22) |
Total other expense, net | 2,031 | 4,044 | 3,298 |
Pre-tax loss | (103,028) | (4,449) | (6,764) |
Provision for income taxes | 166 | 196 | 149 |
Net loss | (103,194) | (4,645) | (6,913) |
Comprehensive loss | |||
Net loss | (103,194) | (4,645) | (6,913) |
Other comprehensive (loss) income, net of tax | |||
Foreign currency translation adjustment | (94) | 12 | (48) |
Unrealized loss on marketable securities | (177) | 0 | 0 |
Other comprehensive (loss) income, net of tax | (271) | 12 | (48) |
Comprehensive loss | $ (103,465) | $ (4,633) | $ (6,961) |
Net loss per share—basic (in dollars per share) | $ (1.29) | $ (0.07) | $ (0.10) |
Net loss per share—diluted (in dollars per share) | $ (1.29) | $ (0.07) | $ (0.10) |
Weighted average shares outstanding—basic (in shares) | 79,964,000 | 66,637,000 | 66,637,000 |
Weighted average shares outstanding—diluted (in shares) | 79,964,000 | 66,637,000 | 66,637,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Previously Reported | Common Stock | Common StockPreviously Reported | Common StockRetroactive application of reverse recapitalization | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported | Additional Paid-in CapitalRetroactive application of reverse recapitalization | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive LossPreviously Reported | Accumulated Deficit | Accumulated DeficitPreviously Reported |
Beginning balance (in shares) at Dec. 31, 2018 | 66,637 | 1 | 66,636 | |||||||||
Beginning balance at Dec. 31, 2018 | $ 45,179 | $ 45,179 | $ 7 | $ 0 | $ 7 | $ 58,612 | $ 58,619 | $ (7) | $ (170) | $ (170) | $ (13,270) | $ (13,270) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Foreign currency translation adjustment | (48) | (48) | ||||||||||
Unrealized loss on marketable securities | 0 | |||||||||||
Net loss | (6,913) | (6,913) | ||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 66,637 | 1 | 66,636 | |||||||||
Ending balance at Dec. 31, 2019 | 38,218 | 38,218 | $ 7 | $ 0 | $ 7 | 58,612 | 58,619 | (7) | (218) | (218) | (20,183) | (20,183) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Foreign currency translation adjustment | 12 | 12 | ||||||||||
Unrealized loss on marketable securities | 0 | |||||||||||
Stock-based compensation | 556 | 556 | ||||||||||
Net loss | (4,645) | (4,645) | ||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 66,637 | 1 | 66,636 | |||||||||
Ending balance at Dec. 31, 2020 | 34,141 | $ 34,141 | $ 7 | $ 0 | $ 7 | 59,168 | $ 59,175 | $ (7) | (206) | $ (206) | (24,828) | $ (24,828) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Merger and PIPE financing (in shares) | 24,060 | |||||||||||
Merger and PIPE financing | 190,397 | $ 2 | 190,395 | |||||||||
Foreign currency translation adjustment | (94) | (94) | ||||||||||
Unrealized loss on marketable securities | (177) | (177) | ||||||||||
Stock-based compensation | 3,905 | 3,905 | ||||||||||
Net loss | (103,194) | (103,194) | ||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 90,697 | |||||||||||
Ending balance at Dec. 31, 2021 | $ 124,978 | $ 9 | $ 253,468 | $ (477) | $ (128,022) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | |||
Net loss | $ (103,194) | $ (4,645) | $ (6,913) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 2,106 | 1,876 | 1,559 |
Amortization of identified intangible assets | 4,473 | 4,189 | 3,335 |
Amortization of deferred loan origination costs | 129 | 143 | 154 |
Amortization of deferred sales commissions | 2,052 | 1,259 | 889 |
Non-cash lease expense | 1,622 | 1,241 | 0 |
Stock-based compensation expense | 3,905 | 556 | 0 |
Equity incentive bonus | 32,626 | 0 | 0 |
Bad debt expense | 195 | 636 | 340 |
Loss on disposition of asset | 0 | 54 | 0 |
Deferred income tax benefit | (191) | (127) | (288) |
Change in the fair value of warrant liability | (1,242) | 0 | 0 |
Changes in assets and liabilities | |||
Accounts receivable | (5,810) | 1,934 | (4,439) |
Other assets | (3,297) | (2,296) | (379) |
Deferred sales commissions | (6,761) | (2,465) | (1,599) |
Accounts payable | 3,403 | 1,015 | 966 |
Accrued expenses | 2,199 | (1,666) | 5,510 |
Deferred revenue | 385 | 579 | 655 |
Operating lease liabilities | (1,664) | (1,281) | 0 |
Other long-term liabilities | 7 | 68 | 1,778 |
Net cash (used in) provided by operating activities | (69,057) | 1,070 | 1,568 |
Investing activities: | |||
Purchases of property and equipment | (1,582) | (753) | (1,140) |
Purchases of marketable securities | (50,797) | 0 | 0 |
Proceeds from sale of marketable securities | 1,250 | 0 | 0 |
Acquisition of businesses, net of cash acquired | 0 | (20) | (11,018) |
Proceeds from asset acquisition, net of cash paid | 1,326 | 0 | 0 |
Net cash used in investing activities | (49,803) | (773) | (12,158) |
Financing activities: | |||
Proceeds from Merger and PIPE financing, net of cash paid | 159,691 | 0 | 0 |
Proceeds from borrowing on term loans | 0 | 0 | 13,900 |
Repayment on loan payable | (1,816) | (1,152) | (844) |
Repayment of drawdown on line of credit | 0 | 4,672 | 0 |
Repayment of drawdown on line of credit | (4,672) | 0 | 0 |
Debt issuance costs | (153) | 0 | (265) |
Payment of contingent consideration liability | (5,969) | 0 | 0 |
Repayments on finance lease obligations | (392) | (752) | (1,038) |
Net cash provided by financing activities | 146,689 | 2,768 | 11,753 |
Effect of foreign currency translation | (78) | (12) | (62) |
Net increase in cash, cash equivalents and restricted cash | 27,751 | 3,053 | 1,101 |
Cash, cash equivalents, and restricted cash beginning of period | 19,566 | 16,513 | 15,412 |
Cash, cash equivalents, and restricted cash end of period | 47,317 | 19,566 | 16,513 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 3,484 | 3,768 | 3,329 |
Income taxes paid | 292 | 241 | 228 |
Supplemental schedule of noncash investing activities: | |||
Equipment and software acquired under finance lease obligations | 0 | 74 | 403 |
Additional right-of-use assets | 3,246 | 997 | 0 |
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents: | |||
Cash and cash equivalents | 47,217 | 18,098 | 14,910 |
Restricted cash, current | 100 | 1,368 | 171 |
Restricted cash, net of current | 0 | 100 | 1,432 |
Total cash, cash equivalents and restricted cash | $ 47,317 | $ 19,566 | $ 16,513 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization LiveVox Holdings, Inc. (formerly known as Crescent Acquisition Corp (“Crescent”)), and its subsidiaries (collectively, the “Company,” “LiveVox,” “we,” “us” or “our”) is engaged in the business of developing and marketing a cloud-hosted Contact Center as a Service (“CCaaS”) customer engagement platform that leverages microservice technology to rapidly innovate and scale digital engagement functionality that also incorporates the capabilities of fully integrated omnichannel customer connectivity, multichannel enabled Customer Relationship Management and Workforce Optimization applications. LiveVox’s customers are located primarily in the United States. LiveVox’s services are used to initiate and manage customer contact campaigns primarily for companies in the accounts receivable management, tele-sales and customer care industries. On June 18, 2021 (the “Closing Date” or “Closing”), Crescent, a Delaware corporation, consummated the previously announced business combination pursuant to an Agreement and Plan of Merger, dated January 13, 2021 (the “Merger Agreement”), by and among Crescent, Function Acquisition I Corp, a Delaware corporation and direct, wholly owned subsidiary of Crescent (“First Merger Sub”), Function Acquisition II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Crescent (“Second Merger Sub”), LiveVox Holdings, Inc., a Delaware corporation (“Old LiveVox”), and GGC Services Holdco, Inc., a Delaware corporation, solely in its capacity as the representative, agent and attorney-in-fact On June 22, 2021, the Company’s ticker symbols on The Nasdaq Stock Market LLC (“Nasdaq”) for its Class A common stock, warrants to purchase Class A common stock and public units were changed to “LVOX”, “LVOXW” and “LVOXU”, respectively. LiveVox, Inc. was a direct, wholly owned subsidiary of Old LiveVox prior to the Merger and is a wholly owned subsidiary of the Company after the Merger. LiveVox, Inc. was first incorporated in Delaware in 1998 under the name “Tools for Health” and in 2005 changed its name to “LiveVox, Inc.” On March 21, 2014, LiveVox, Inc. and its subsidiaries were acquired by Old LiveVox. The principal United States operations of the Company are located in San Francisco, California; New York, New York; Columbus, Ohio and Atlanta, Georgia. The Company has four main operating subsidiaries: LiveVox Colombia SAS which is wholly owned with an office located in Medellin, Colombia, LiveVox Solutions Private Limited with an office located in Bangalore, India, Speech IQ, LLC located in Columbus, Ohio, and Engage Holdings, LLC (d/b/a BusinessPhone.com) (“BusinessPhone.com”) located in Columbus, Ohio. Additionally, the Company has a wholly owned subsidiary, LiveVox International, Inc., that is incorporated in Delaware. The Company and LiveVox International, Inc. own 99.99% and 0.01%, respectively, of LiveVox Solutions Private Limited. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies a) Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. All intercompany transactions and balances have been eliminated in consolidation. As a result of the Merger completed on June 18, 2021, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retroactively converted as shares reflecting the exchange ratio established in the Merger Agreement. b) Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth company (“EGC”) from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended (“Securities Act”) registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs The Company will remain an EGC until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the Initial Public Offering Closing Date, (b) in which the Company has total annual gross revenue of at least $1,070,000,000, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of the Company’s Class A common stock that is held by non-affiliates non-convertible c) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial position and results of operations, requiring adjustment to these balances in future periods. Significant items subject to such estimates and assumptions include, but are not limited to, the determination of the useful lives of long-lived assets, allowances for doubtful accounts, fair value of goodwill and long-lived assets, fair value of incentive awards, fair value of Warrants, establishing standalone selling price, valuation of deferred tax assets, income tax uncertainties and other contingencies, including the Company’s ability to exercise its right to repurchase incentive options from terminated employees. d) Segment Information The Company has determined that its Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single reportable segment. e) Foreign Currency Translation The financial position and results of the Company’s international subsidiaries are measured using the local currency as the functional currency. Revenue and expenses have been translated into U.S. dollars at average exchange rates prevailing during the periods. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders’ equity (accumulated other comprehensive loss), unless there is a sale or complete liquidation of the underlying foreign investments, or the adjustment is inconsequential. f) Fair Value of Financial Instruments Fair value is defined as the price that would be received from the sale of an asset or the transfer of a liability in an orderly transaction between market participants at the measurement date. The Company utilizes a fair value hierarchy to classify fair value amounts of the Company’s assets and liabilities recognized or disclosed in the Company’s consolidated financial statements based on the lowest level of input that is significant to the fair value measurement. The levels of the hierarchy are described below: • Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2—Includes other inputs that are directly or indirectly observable in the marketplace. • Level 3—Unobservable inputs that are supported by little or no market activity. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions based on the best information available. The Company recognizes transfers into and out of the levels as of the end of each reporting period. Refer to Note 21 for additional information regarding the fair value measurements. g) Liquidity and Capital Resources LiveVox’s consolidated financial statements have been prepared assuming the Company will continue as a going concern for the 12-month $1.6 million, respectively. During the year ended December 31, 2021, the Company’s cash flows also include net cash proceeds of $157.6 million from the Merger and the related PIPE, net of transaction costs, which are available for general corporate purposes. The Company had restricted cash of $0.1 million as of December 31, 2021 related to the holdback amount for one acquisition the Company made in 2019, and $1.5 million in restricted cash as of December 31, 2020 related to the holdback amount for two acquisitions the Company made in 2019, included in the change in cash. The Company’s primary use of cash is for operating and administrative activities including employee-related expenses, and general, operating and overhead expenses. Future capital requirements will depend on many factors, including the Company’s customer growth rate, customer retention, timing and extent of development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced services offerings, the continuing market acceptance of the Company’s services, effective integration of acquisition activities, and maintaining the Company’s bank credit facility. On March 17, 2020, as a precautionary measure to ensure financial flexibility and maintain liquidity in response to the COVID-19 COVID-19 COVID-19 The Company believes it has sufficient financial resources for at least the next 12 months from the date these consolidated financial statements are issued. h) Debt Discount and Issuance Costs The Company’s debt issuance costs and debt discount are recorded as a direct reduction of the carrying amount of the debt liability and are amortized to interest expense over the contractual term of the term loan. i) Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents are stated at fair value. The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. The Company limits its credit risk associated with the cash and cash equivalents by placing investments with banks it believes are highly credit worthy. The Company has exposure to credit risk to the extent cash balances exceed amounts covered by Federal deposit insurance. At December 31, 2021 and 2020, the Company had no cash equivalents. Cash consists of bank deposits. Restricted cash consists entirely of amounts held back from stockholders of the Company’s acquired businesses for indemnification of outstanding liabilities. Such amounts are retained temporarily for a period of 10.5 months and then remitted to the applicable stockholders, net of fees paid for indemnification of liabilities. Since restricted cash amounts represent funds held for others, there is also a corresponding liability account. As of December 31, 2021, the Company has identified $0.1 million as restricted cash as management’s intention is to use this cash for the specific purpose of fulfilling the obligations associated with the holdback amount from recent acquisitions. As of December 31, 2020, the Company had $1.5 million in restricted cash. j) Marketable Securities The Company invests in various marketable securities. As of December 31, 2021, the Company designated all of these marketable securities as debt securities and classified them as available-for-sale held-to-maturity re-evaluates Debt securities classified as AFS are reported at fair value with unrealized gains and losses, net of income taxes, as a separate component of other comprehensive income in the consolidated balance sheets until the securities are sold or there are indicators of impairment. Debt securities are classified as current or non-current, The Company monitors the carrying value of debt securities compared to their fair value to determine whether an other-than-temporary impairment has occurred. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, credit quality and the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. If a decline in fair value of debt securities is determined to be other-than-temporary, an impairment charge related to that specific investment is recorded in the consolidated statements of operations and comprehensive loss. Please refer to Note 6 for additional information relating to marketable securities. k) Accounts Receivable Trade accounts receivable are stated net of any write-offs and the allowance for doubtful accounts, at the amount the Company expects to collect. The Company performs ongoing credit evaluations of its customers and generally does not require collateral unless a customer has previously defaulted. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Management considers the following factors when determining the collectability of specific customer accounts: aging of the account receivable, customer creditworthiness, past transaction history with the customer, current economic and industry trends, and changes in customer payment trends. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. At December 31, 2021, 2020 and 2019, the allowance for doubtful accounts was $1.3 million, $1.3 million and $1.0 million, respectively. Accounts receivable are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Recoveries of accounts receivable previously written off are recorded as income when received. The accounts receivable recoveries during the years ended December 31, 2021, 2020 and 2019 were immaterial. The bad debt expense recorded for the years ended December 31, 2021, 2020 and 2019 was $0.2 million, $0.6 million and $0.3 million, respectively. The accounts written off for the years ended December 31, 2021, 2020 and 2019 was $0.2 million, $0.3 million and $0.3 million, respectively. l) Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs, including planned major maintenance activities, are charged to expense as incurred. When assets are retired or disposed, the asset’s original cost and related accumulated depreciation are eliminated from the accounts and any gain or loss is reflected in the consolidated statements of operations and comprehensive loss. Amortization expense on capitalized software is included in depreciation expense. Depreciation of leasehold improvements is recorded over the shorter of the estimated useful life of the leasehold improvement or lease terms that are reasonably assured. Depreciation of property and equipment is provided using the straight-line method based on the following estimated useful lives: Years Computer equipment 3 - 5 Computer software 3 Furniture and fixtures 5 - 10 Leasehold improvements 5 Website development 2 m) Identified Intangible Assets On March 21, 2014, LiveVox, Inc. and subsidiaries were acquired by LiveVox Holdings, Inc. On October 16, 2019, the Company acquired the rights to certain assets of Teckst Inc. On December 16, 2019, the Company acquired the rights to Speech IQ, LLC. On February 5, 2021, the Company completed its asset acquisition of BusinessPhone. The acquisitions resulted in identified marketing-based, technology-based, customer-based, trademark-based, and workforce-based intangible assets. The fair value of the identified assets was determined as of the date of the acquisition by management with the assistance of an independent valuation firm. The identified intangible assets are being amortized using the straight-line method based on the following estimated useful lives: Years Marketing-based 7 Technology-based 4 - 10 Customer-based 7 - 16 Trademark-based 4 Workforce-based 10 n) Goodwill Goodwill represents the excess of the purchase price of acquired business over the fair value of the underlying net tangible and intangible assets. Through the year ended December 31, 2019, the Company performed its annual impairment review of goodwill on December 31, and when a triggering event occurs between annual impairment tests. In anticipation of the reporting requirements in connection with being a public company, the Company changed the date of its annual goodwill impairment test to October 1, effective for the year 2020. During the years ended December 31, 2021, 2020 and 2019, no triggering events have occurred that would require an impairment review of goodwill outside of the required annual impairment review. Refer to Note 8 for more information. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine if it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount, including goodwill. In the fourth quarter of 2021, the Company elected to bypass the qualitative assessment and proceed directly to the quantitative impairment test in accordance with Accounting Standards Codification (“ASC”) 350-20-35, 2017-04, o) Impairment of Long-Lived Assets Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset and long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value. No impairment loss was recognized during the years ended December 31, 2021, 2020 and 2019. p) Amounts Due to Related Parties In the ordinary course of business, the Company has and expects to continue to have transactions with its stockholders and affiliates. Refer to Note 13 for more information. q) Concentration of Risk Concentration of Customer and Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. Risks associated with cash and cash equivalents and marketable securities are mitigated using what the Company considers creditworthy institutions. The Company performs ongoing credit evaluations of its customers’ financial condition. Substantially all of the Company’s assets are in the United States. As of December 31, 2021 and 2020, no single issuer represented more than 10% of the Company’s marketable securities. The Company’s customers are primarily in the receivables management, tele-sales and customer care industries. During years ended December 31, 2021, 2020 and 2019, substantially all the Company’s revenue was generated in the United States. For the years ended December 31, 2021, 2020 and 2019, the Company did not have any customers that individually represented 10% or more of the Company’s total revenue or whose accounts receivable balance at December 31, 2021 and 2020 individually represented 10% or more of the Company’s total accounts receivable. Concentration of Supplier Risk The Company relies on third parties for telecommunication, bandwidth, and co-location As of December 31, 2021, one vendor accounted for approximately 43% of the Company’s total accounts payable. No other single vendor exceeded 10% of the Company’s accounts payable at December 31, 2021. At December 31, 2020, two vendors accounted for approximately 55% of the Company’s accounts payable. No other single vendor exceeded 10% of the Company’s accounts payable at December 31, 2020. The Company believes there could be a material impact on future operating results should a relationship with an existing supplier cease. r) Revenue Recognition The Company recognizes revenue in accordance with U.S. GAAP, pursuant to ASC 606, Revenue from Contracts with Customers The Company derives substantially all of its revenue by providing cloud-based contact center voice products under a usage-based model, with prices calculated on a per-call, per-seat, per-minute The Company determines revenue recognition through the following steps: a. Identification of the contract, or contracts, with a customer; b. Identification of the performance obligations in the contract; c. Determination of the transaction price; d. Allocation of the transaction price to the performance obligations in the contract; and e. Recognition of revenue when, or as, the performance obligations are satisfied. The Company enters into contracts that can include various combinations of services, each of which are distinct and accounted for as separate performance obligations. The Company’s cloud-based contact center solutions typically include a promise to provide continuous access to its hosted technology platform solutions through one of its data centers. Arrangements with customers do not provide the customer with the right to take possession of the Company’s software platform at any time. LiveVox’s performance obligations are satisfied over time as the customer simultaneously receives and consumes the benefits and the Company performs its services. The Company’s contracts typically range from one 10-60 The Company’s arrangements typically include monthly minimum usage commitments and specify the rate at which the customer must pay for actual usage above the monthly minimum. Additional usage in excess of contractual minimum commitments is deemed to be specific to the month that the usage occurs, since the minimum usage commitments reset at the beginning of each month. The Company has determined these arrangements meet the variable consideration allocation exception and therefore, it recognizes contractual monthly commitments and any overages as revenue in the month they are earned. The Company has service-level agreements with customers warranting defined levels of uptime reliability and performance. Customers may receive credits or refunds if the Company fails to meet such levels. If the services do not meet certain criteria, fees are subject to adjustment or refund representing a form of variable consideration. The Company records reductions to revenue for these estimated customer credits at the time the related revenue is recognized. These customer credits are estimated based on current and historical customer trends, and communications with its customers. Such customer credits have not been significant to date. For contracts with multiple performance obligations, the Company allocates the contract price to each performance obligation based on its relative standalone selling price (“SSP”). The Company generally determines SSP based on the prices charged to customers. In instances where SSP is not directly observable, such as when the Company does not sell the service separately, the SSP is determined using information that generally includes market conditions or other observable inputs. Professional services for configuration, system integration, optimization or education are billed on a fixed-price or time and material basis and are performed by the Company directly or, alternatively, customers may also choose to perform these services themselves or engage their own third-party service providers. Professional services revenue, which represents approximately 2% of revenue, is recognized over time as the services are rendered. Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized upon transfer of control. Balances consist primarily of annual or multi-year minimum usage agreements not yet provided as of the balance sheet date. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as deferred revenue, current in the consolidated balance sheets, with the remainder recorded as deferred revenue, net of current in the Company’s consolidated balance sheets. s) Costs to Obtain Customer Contracts (Deferred Sales Commissions) Sales commissions are paid for initial contracts and expansions of existing customer contracts. Sales commissions and related expenses are considered incremental and recoverable costs of acquiring customer contracts. These costs are capitalized and amortized on a straight-line basis over the anticipated period of benefit, which the Company has estimated to be five years. The Company determined the period of benefit by taking into consideration the length of the Company’s customer contracts, the customer attrition rate, the life of the technology provided and other factors. Amortization expense is recorded in sales and marketing expense within the Company’s consolidated statements of operations and comprehensive loss. Amortization expense for the years ended December 31, 2021, 2020 and 2019 was approximately $2.1 million, $1.3 million and $0.9 million, respectively. No impairment loss was recognized during the years ended December 31, 2021, 2020 and 2019. t) Advertising The Company expenses non-direct u) Research and Development Costs Research and development costs not related to the development of internal use software are charged to operations as incurred. Research and development expenses primarily include payroll and employee benefits, consulting services, travel, and software and support costs. v) Software Development Costs The Company capitalizes costs of materials, consultants, payroll, and payroll-related costs of employees incurred in developing internal-use internal-use w) Income Taxes Deferred Taxes The Company accounts for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences arising from the temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will be paid or refunds received, as provided for under currently enacted tax law. A valuation allowance is provided for deferred tax assets that, based on available evidence, are not expected to be realized. Enactment of the Tax Cuts and Jobs Act in 2017 subjects a U.S. shareholder to current tax on global intangible low-taxed Uncertain Tax Positions The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained in a court of last resort. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company does not believe its consolidated financial statements include any uncertain tax positions. It is the Company’s policy to recognize interest and penalties accrued on any unrecognized tax benefit as a component of income tax expense. x) Employee and Non-Employee Value Creation Incentive Plan and Option-Based Incentive Plan During 2014, the Company established two bonus incentive plans, the Value Creation Incentive Plan (“VCIP”) and the Option-Based Incentive Plan (“OBIP”), pursuant to which eligible participants receive a predetermined award based on the Company’s equity value at the time of a liquidity event, which includes a transaction where the Company merges with a special purpose acquisition company (“SPAC”). The VCIP was structured as a percentage of shareholder returns following a liquidity event for which 15% was allocated for distribution and the Company had granted 9.3% as of December 31, 2021, of which 9.3% fully vested following the Merger. As of December 31, 2020, the Company had granted 9.3%, of which 5.7% had met the time-based vesting condition. The OBIP had 2.0 million potential award units and the Company had granted 1.8 million award units as of December 31, 2021, of which 1.8 million fully vested following the Merger. As of December 31, 2020, the Company had granted 1.8 million award units of which 1.5 million had met the time-based vesting condition. Awards under the VCIP and OBIP generally time vest over five years and performance vest upon certain liquidity event conditions, subject to continued service through the vesting dates. The Company also has an option to repurchase both awards at an amount deemed to be fair value for which the time-based vesting period has been completed, contingent on the employee’s termination of service. Because vesting and payment under the VCIP and OBIP was contingent upon a liquidity event, the Company did not record compensation expense until a liquidity event occurred or unless and until they are repurchased, in which case the Company will record compensation expense equal to the vested or repurchase amount. During 2019, the LiveVox board of directors approved a one-time During 2020 and 2019, the Company repurchased in cash a portion of time-based vested OBIPs and VCIPs from terminated employees at an amount deemed to be fair value. These transactions were $0.8 million and $0.1 million for the years ended December 31, 2020 and 2019, respectively, and were recorded as compensation expense within the Company’s consolidated financial statements within cost of revenue and operating expenses. As of December 31, 2020, the total value of the incentive plans was $21.2 million, of which $13.7 million had met the time-based vesting condition. The liability accrued for the two plans was $0.3 million as of December 31, 2020 for the awards deemed probable of repurchase. As discussed in Note 1, on June 18, 2021, the Company consummated the previously announced Merger between Old LiveVox and Crescent, as a result of which all outstanding VCIP and OBIP awards became fully vested. As of December 31, 2021, the total value of the incentive plans was $68.7 million, of which $68.7 million were fully vested and paid to the plan participants in a combination of cash and equity. For the year ended December 31, 2021, the Company recorded compensation expense in the amount of $68.4 million for this event within cost of revenue and operating expenses in the consolidated statements of operations and comprehensive loss. Management Incentive Units During 2019, LiveVox TopCo established a Management Incentive Unit program whereby the LiveVox TopCo board of directors has the power and discretion to approve the issuance of Class B Units that represent management incentive units (“Management Incentive Units”, “MIUs” or “Units”) to any manager, director, employee, officer or consultant of the Company or its subsidiaries. Vesting begins on the date of issuance, and the MIUs vest ratably over five years with 20% of the MIUs vesting on each anniversary of a specified vesting commencement date, subject to the grantee’s continued employment with the Company on the applicable vesting date. Vesting of the MIUs will accelerate upon consummation of a “sale of the company”, which is defined by the LiveVox TopCo limited liability company agreement as (i) the sale or transfer of all or substantially all of the assets of LiveVox TopCo on a consolidated basis or (ii) any direct or indirect sale or transfer of a majority of interests in LiveVox TopCo and its subsidiaries on a consolidated basis, as a result of any party other than certain affiliates of Golden Gate Capital obtaining voting power to elect the majority of LiveVox TopCo’s governing body. Since the Merger does not meet the limited liability company agreement’s definition of a sale, it did not cause acceleration in vesting of the unvested Units and the Units will continue to vest based on the service condition. If a MIU holder terminates employment, any vested MIUs as of the termination date will be subject to a repurchase option held by LiveVox TopCo or funds affiliated with Golden Gate Capital. The option to repurchase can be exercised for one year beginning on the later of (a) the MIU holder’s termination date and (b) the 181 st On December 19, 2019, 3,518,096 Class B Units were issued to 12 recipients. The Company records stock-based compensation expense for the issued and outstanding Units based on the service condition reduced for actual forfeited Units. The Company elects to recognize stock-based compensation expense on a straight-line basis over the requisite service period of five years. Stock-based compensation for MIUs is measured based on the grant date fair value of the award estimated by using a Monte Carlo simulation. Monte Carlo simulation is a widely accepted approach for financial instruments with path dependencies. See Note 17 for further detail about stock-based compensation expenses related to MIUs. 2021 Equity Incentive Plan On June 16, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective upon the closing of the Merger on June 18, 2021. The initial number of shares reserved for issuance under the 2021 Plan is 9,770,000. The number of shares of Company common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year during the term of the 2021 Plan, beginning on January 1, 2022, by 5% of the total number of shares of Company common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the board of directors. The Company grants Restricted Stock Units (“RSUs”) and Performance-based Restricted Stock Units (“PSUs”) awards to employees, executive officers, directors, and consultants of the Company. On November 11, 2021, the Company entered into letter agreements (the “Acceleration Letters”) with each of Louis Summe, Chief Executive Officer and Director, Gregory Clevenger, Chief Financial Officer and Executive Vice President, and Alexis Waadt, Vice President of Investor Relations, which amend the RSU Award Agreements entered into on August 18, 2021 to include a double trigger provision relating to the accelerated vesting of unvested RSUs in the event of a change in control and in the event the applicable executive’s employment is terminated within six months after the change in control by the Company without Cause or by such executive for Good Reason (each as defined in the Acceleration Letters). The addition of a double trigger accelerated vesting provision would not change the fair value of the applicable executives’ RSU awards on the modification date or result in incremental compensation cost to recognize. Awards settled in shares of Class A common stock are classified as equity, and awards settled in cash are classified as liabilities. The liability versus equity trea |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization Pursuant to ASC 805, Business Combinations As a result of the Merger, the Company’s stockholders received shares of Class A common stock, with an aggregate value of $666.4 million, or $10.00 per share. Additionally, the Company received net cash proceeds of $157.6 million, net of transaction costs. The following table reconciles the elements of the Merger to the consolidated statements of cash flows and the consolidated statements of stockholders’ equity for the year ended December 31, 2021 (dollars in thousands): Recapitalization Cash proceeds from Crescent Crescent’s cash in trust account $ 253,395 Crescent’s cash and cash equivalents 20 Less: redemptions (155,372 ) Cash proceeds from PIPE Investment (1) 75,000 Cash proceeds from Forward Purchase Agreement (2) 25,000 Less: Cash payments to escrow (2,000 ) Less: Cash payments to stockholder representative expense holdback (100 ) Less: Cash payments of direct and incremental Merger transaction costs (36,252 ) Net cash proceeds from Merger and PIPE financing reflected as financing cash flows 159,691 Cash payments of indirect or non-incremental (2,085 ) Net cash proceeds from Merger and PIPE financing reflected as operating cash flows (2,085 ) Net cash proceeds from Merger and PIPE financing 157,606 Merger transaction costs not impacting additional paid-in 2,085 Non-cash 32,637 Non-cash 36 Non-cash 41 Less: warrant liability (2,008 ) Net contribution from Merger and PIPE financing $ 190,397 (1) Proceeds of $75.0 million from the Company’s private placement of an aggregate of 7,500,000 shares of Class A common stock at a per share price of $10.00 (the “PIPE Investment”). (2) Proceeds of $25.0 million from the Company’s private placement of an aggregate of 2,500,000 shares of Class A common stock at a per share price of $10.00 (the “Forward Purchase Agreement”). (3) Capitalized offering costs related to Forward Purchase Warrants which have been expensed in the consolidated statements of operations and comprehensive loss. In connection with the Merger, the Company issued 74,962,092 shares of Class A common stock. Immediately following the Merger, there were 87,084,637 shares of the Company’s Class A common stock outstanding. The following table presents the number of shares of the Company’s common stock outstanding as of the Closing Date (in thousands): Number of Class A common stock of Crescent, outstanding prior to Closing 24,988 Less: Redemption of Crescent Class A common stock (15,321 ) Class A common stock issued in PIPE Investment (1) 7,500 Class A common stock issued under Forward Purchase Agreement (2) 2,500 Shares of Crescent common stock prior to Closing 19,667 Class F common stock of Crescent converted into Class A common stock on a one-for-one 6,250 Less: cancellation of Class F common stock of Crescent (2,925 ) Earn-Out 5,000 Recapitalization of Old LiveVox common stock into Class A common stock (5) 66,637 Shares of newly issued Class A common stock in connection with Closing 74,962 Shares of Class A common stock outstanding as of the Closing Date, including Escrowed Shares 94,629 Less: Escrowed Shares (6) (7,544 ) Total shares of Class A common stock outstanding as of the Closing Date, excluding Escrowed Shares 87,085 (1) See footnote (1) to the preceding table. (2) See footnote (2) to the preceding table. (3) Includes a total of 2,543,750 shares of converted Class A common stock held by the SPAC sponsor and certain independent directors (the “Lock-Up (4) As additional consideration payable to the LiveVox Stockholder, the Company issued 5,000,000 shares of Class A common stock (the “Earn-Out (5) The number of Old LiveVox shares was determined from 1,000 shares of Old LiveVox common stock outstanding immediately prior to the closing of the Merger converted at the exchange ratio of 66,637 established in the Merger. (6) 2,543,750 Lock-Up Earn-Out paid-in released from escrow within the seven-year period beginning June 18, 2021 will be forfeited and canceled for no consideration. The Escrowed Shares are treated as equity-linked instruments as opposed to shares outstanding, and as such are not included in shares outstanding on the Company’s consolidated balance sheets. In connection with the Merger, the Company incurred direct and incremental costs related to the equity issuance of approximately $4.5 million, including $2.6 million during the year ended December 31, 2021, consisting primarily of filing, registration, listing, legal, accounting and other professional fees, which were deducted from the Company’s additional paid-in |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisition On February 5, 2021 (the “Asset Acquisition Date”), the Company entered into a Unit Purchase Agreement (the “Acquisition Agreement”) with the shareholders of BusinessPhone.com, a reseller of enterprise-grade Cloud Contact Center and Voice Over Internet Protocol (“VoIP”) telephony solutions, for the purchase of the entire share capital of BusinessPhone. The total consideration transferred is contingent upon the Company’s earnout revenue set forth in the Acquisition Agreement, up to a maximum cash consideration of $7.0 million that was due by September 2021. Before the acquisition, BusinessPhone had been owned by IQ Ventures, which sold SpeechIQ LLC to LiveVox on December 16, 2019. In connection with the acquisition of BusinessPhone, the $1.1 million holdback related to the acquisition of SpeechIQ LLC was released, net of holdback adjustments. The Company completed this acquisition primarily to obtain access to BusinessPhone’s knowledge and Unified Communications as a Service expertise. In accordance with ASC 805, Business Combinations As of the Asset Acquisition Date, the total cost of the asset acquisition amounted to $7.0 million, of which $6.0 million of contingent consideration was not paid to BusinessPhone’s shareholders. The Company determined that the contingent consideration was not subject to derivative accounting. As a result, the Company allocated the excess fair value of the net assets acquired over the initial consideration transferred to the identifiable net assets (excluding non-qualifying present the total cost of the asset acquisition and the allocation to the assets acquired and liabilities assumed based upon their relative fair value at the Asset Acquisition Date (dollars in thousands): Amount Cost of the asset acquisition Base purchase price $ 750 Contingent consideration 5,969 Direct transaction costs 284 Total cost of the asset acquisition $ 7,003 Amount Assets acquired Cash and cash equivalents $ 784 Restricted cash 826 Accounts receivable, net 696 Deposits and other 78 Property and equipment, net 76 Intangible assets, net: Customer relationships 5,600 Acquired workforce 380 Total assets acquired 8,440 Liabilities assumed Accounts payable 439 Accrued expenses and other 182 Short-term debt 816 Total liabilities assumed 1,437 Net identifiable assets acquired $ 7,003 The identified intangible assets acquired as part of this asset acquisition were customer relationships and acquired workforce at their allocated cost of $5.6 million and $0.4 million, respectively, with their estimated useful lives of 10 years and 10 years, respectively. The intangible assets are amortized on a straight-line basis. As of December 31, 2021, the final amount of consideration is determined to be $7.4 million which is based on the terms of the Acquisition Agreement. Since the contingency is resolved and the consideration is paid in full as of December 31, 2021, the amount of contingent consideration liability as of December 31, 2021 was reduced to zero. Since the measurement period is not applicable to an asset acquisition, there has been no adjustment to the cost basis of assets acquired and liabilities assumed. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Contract Balance The following table provides information about accounts receivable, net, and contract liabilities from contracts with customers. The Company did not have any contract assets as of December 31, 2021 or December 31, 2020 (dollars in thousands): December 31, December 31, Accounts receivable, net $ 20,128 $ 13,817 Contract liabilities, current (deferred revenue) 1,307 1,140 Contract liabilities, non-current 456 237 Changes in the contract liabilities balances are as follows (dollars in thousands): December 31, December 31, $ Change Contract liabilities (deferred revenue) $ 1,762 $ 1,377 $ 385 The increase in deferred revenue was due to billings in advance of performance obligations being satisfied, net of revenue recognized for services rendered during the period. Revenue of $1.2 million was recognized during the year ended December 31, 2021 which was included in the deferred revenue balance at the beginning of the period, and revenue of $0.7 million was recognized during the year ended December 31, 2020 which was included in the deferred revenue balance at the beginning of the period. Remaining Performance Obligations Remaining performance obligations represent the contracted minimum usage commitments and do not include an estimate of additional usage in excess of contractual minimum commitments. The Company’s contract terms typically range from one |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities The Company invested in various debt securities in the year ended December 31, 2021 The following table presents the amortized cost, gross unrealized gains and losses, and fair value of the Company’s debt securities at December 31, 2021 aggregated by major security type (dollars in thousands): Amortized Gross Gross Fair Value U.S. corporate securities $ 39,370 $ 5 $ (154 ) $ 39,221 U.S. government securities 2,997 — (1 ) 2,996 Asset-backed securities 6,439 1 (22 ) 6,418 Other debt securities 745 — (6 ) 739 Total available for sale securities 49,551 6 (183 ) 49,374 Total debt securities $ 49,551 $ 6 $ (183 ) $ 49,374 The following table presents the amortized cost and fair value of the Company’s debt securities by contractual maturities at December 31, 2021 (dollars in thousands): As of December 31, 2021 Amortized Fair Due in one year or less $ 8,858 $ 8,847 Due after one year through five years 40,693 40,527 Total available for sale securities 49,551 49,374 Total debt securities $ 49,551 $ 49,374 Refer to Note 21 for additional information regarding the fair value measurements of the Company’s marketable securities. Proceeds from sales of debt securities and the associated gains and losses during the years ended December 31, 2021, 2020, and 2019 are listed below (dollars in thousands): Years Ended December 31, 2021 2020 2019 Available for sale debt securities: Proceeds from sales of debt securities $ 1,250 $ — $ — Gross realized gains 4 — — Gross realized losses — — — Gains and losses on sales of debt securities are recorded on the trade date in other income (expense), net, and determined using the specific identification method. There were no transfers of debt securities from AFS category into other categories during the years ended December 31, 2021, 2020 and 2019. The Company reviewed its debt securities to identify and evaluate investments that have indications of possible impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, credit quality and its ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. The Company has determined that the unrealized losses for debt securities at December 31, 2021 were temporary in nature and did not consider any debt securities to be other-than-temporarily impaired. The Company will continue to assess whether a debt security is other-than-temporarily impaired at every reporting period (i.e., on quarterly basis). The following table presents the amortized cost and fair value of the Company’s debt securities that are in an unrealized loss position and for which an other-than-temporary impairment has not been recognized in earnings at December 31, 2021 (dollars in thousands): In Unrealized Loss In Unrealized Fair Gross Fair Gross U.S. corporate securities $ 35,961 $ (154 ) $ — $ — U.S. government securities 2,996 (1 ) — — Asset-backed securities 4,938 (22 ) — — Other debt securities 739 (6 ) — — Total available for sale securities 44,634 (183 ) — — Total debt securities $ 44,634 $ (183 ) $ — $ — |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following at December 31, 2021 and 2020 (dollars in thousands): December 31, December 31, Computer software $ 1,253 $ 1,226 Computer equipment 9,063 7,965 Furniture and fixtures 1,181 1,152 Leasehold improvements 1,478 1,064 Total 12,975 11,407 Less: accumulated depreciation and amortization (9,965 ) (7,902 ) Property and equipment, net $ 3,010 $ 3,505 Depreciation and amortization expense for property and equipment for the years ended December 31, 2021, 2020 and 2019 totaled $2.1 million, $1.9 million and $1.6 million, respectively. Amortization of computer software charged to operations for the years ended December 31, 2021, 2020 and 2019 was $0.2 million, $0.2 million and $0.2 million, respectively, and is included in depreciation expense. |
Goodwill and Identified Intangi
Goodwill and Identified Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Identified Intangible Assets | Goodwill and Identified Intangible Assets Goodwill Goodwill was recorded as a result of the acquisition of the Company in 2014 by funds affiliated with Golden Gate Capital and the acquisitions made by the Company in 2019 of Teckst Inc. and SpeechIQ LLC. During the fourth quarter of 2021, the Company completed its annual goodwill impairment test. The Company elected to bypass the qualitative assessment and proceed directly to the quantitative impairment test. Based on its quantitative impairment test, the Company’s management concluded that the fair value of the reporting unit was not less than its carrying amount as of October 1, 2021. As such, no impairment charge was recognized. Subsequent to the 2021 annual impairment test, the Company believes there have been no significant events or circumstances negatively affecting the valuation of goodwill. For the years ended December 31, 2021, 2020 and 2019, there was no impairment to the carrying value of the Company’s goodwill. The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020, are as follows (dollars in thousands): December 31, December 31, Balance, beginning of period $ 47,481 $ 47,461 Addition — 20 Balance, end of period $ 47,481 $ 47,481 Identified Intangible Assets Intangible assets were acquired in connection with the acquisition of the Company in March 2014 by Golden Gate Capital, and the Company’s acquisition of Teckst Inc., SpeechIQ LLC and BusinessPhone in October 2019, December 2019, and February 2021, respectively. Amortization expense related to the Company’s identified intangible assets was $4.5 million, $4.2 million and $3.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. On the face of the consolidated statements of operations and comprehensive loss the amortization of technology-based intangible assets is included within cost of revenue, the amortization of marketing-based and customer-based intangible assets are included within sales and marketing expense, and the amortization of the acquired workforce is included within cost of revenue and research and development expense. Identified intangible assets consisted of the following at December 31, 2021 (dollars in thousands): Cost Accumulated Amortization Carrying Amount Weighted Average Remaining Life (In Years) Marketing-based $ 1,400 $ (1,253 ) $ 147 1.96 Technology-based 18,300 (15,791 ) 2,509 2.01 Customer-based 27,700 (10,506 ) 17,194 8.37 Workforce-based 380 (35 ) 345 9.10 $ 47,780 $ (27,585 ) $ 20,195 Identified intangible assets consisted of the following at December 31, 2020 (dollars in thousands): Cost Accumulated Amortization Carrying Amount Weighted Average Remaining Life (In Years) Marketing-based $ 1,400 $ (1,144 ) $ 256 2.59 Technology-based 18,300 (13,484 ) 4,816 2.56 Customer-based 22,100 (8,484 ) 13,616 9.05 $ 41,800 $ (23,112 ) $ 18,688 Future amortization of identified intangible assets at December 31, 2021 is shown below (dollars in thousands): As of December 31, 2021 Amount 2022 $ 3,479 2023 3,189 2024 2,328 2025 2,114 2026 and beyond 9,085 Total future identified intangible asset amortization $ 20,195 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following at December 31, 2021 and 2020 (dollars in thousands): December 31, December 31, Accrued bonuses $ 3,580 $ 3,602 Accrued paid time off 2,802 2,240 Accrued commissions 2,748 1,036 Other accrued expenses 4,725 4,789 Total accrued expenses $ 13,855 $ 11,667 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company accounts for operating leases and finance leases in accordance with U.S. GAAP, pursuant to ASC 842, Leases The Company has leases for offices, data centers and other computer and networking equipment that expire at various dates through 2027. The Company’s leases have remaining terms of one non-lease right-of-use The components of lease expenses were as follows (dollars in thousands): Years Ended December 31, 2021 2020 2019 Operating lease cost $ 2,059 $ 1,515 $ — Finance lease cost: Amortization of right-of-use $ 462 $ 534 $ 522 Interest on lease liabilities 16 59 119 Total finance lease cost $ 478 $ 593 $ 641 Supplemental cash flow information related to leases was as follows (dollars in thousands): Years Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used in operating leases $ 2,104 $ 1,608 $ — Financing cash used in finance leases 408 810 1,022 Right-of-use Operating leases $ 3,246 $ 997 $ — Finance leases — 74 403 Supplemental balance sheet information related to leases was as follows (dollars in thousands): December 31, December 31, Operating Leases Operating lease right-of-use $ 5,483 $ 3,858 Operating lease liabilities: Operating lease liabilities—current $ 1,946 $ 1,353 Operating lease liabilities—less current portion 4,046 3,088 Total operating lease liabilities $ 5,992 $ 4,441 Finance Leases Property and equipment, gross $ 2,182 $ 2,182 Less: accumulated depreciation and amortization (1,621 ) (1,159 ) Property and equipment, net $ 561 $ 1,023 Finance lease liabilities: Finance lease liabilities—current $ 26 $ 392 Finance lease liabilities—less current portion 11 38 Total finance lease liabilities $ 37 $ 430 Weighted average remaining terms were as follows: December 31, December 31, Weighted average remaining lease term Operating Leases 3.58 years 3.64 years Finance Leases 1.67 years 1.05 years Weighted average discount rates were as follows: December 31, December 31, Weighted average discount rate Operating Leases 8.1 % 6.9 % Finance Leases 7.5 % 7.6 % Maturities of lease liabilities were as follows (dollars in thousands): As of December 31, 2021 Operating Leases Finance Leases 2022 $ 2,301 $ 28 2023 1,880 11 2024 1,168 — 2025 997 — 2026 and beyond 429 — Total lease payments 6,775 39 Less: imputed interest (783 ) (2 ) Total $ 5,992 $ 37 As of December 31, 2021, the Company did not have any operating leases that had not yet commenced. |
Leases | Leases Supplemental cash flow information related to leases was as follows (dollars in thousands): Years Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used in operating leases $ 2,104 $ 1,608 $ — Financing cash used in finance leases 408 810 1,022 Right-of-use Operating leases $ 3,246 $ 997 $ — Finance leases — 74 403 Supplemental balance sheet information related to leases was as follows (dollars in thousands): December 31, December 31, Operating Leases Operating lease right-of-use $ 5,483 $ 3,858 Operating lease liabilities: Operating lease liabilities—current $ 1,946 $ 1,353 Operating lease liabilities—less current portion 4,046 3,088 Total operating lease liabilities $ 5,992 $ 4,441 Finance Leases Property and equipment, gross $ 2,182 $ 2,182 Less: accumulated depreciation and amortization (1,621 ) (1,159 ) Property and equipment, net $ 561 $ 1,023 Finance lease liabilities: Finance lease liabilities—current $ 26 $ 392 Finance lease liabilities—less current portion 11 38 Total finance lease liabilities $ 37 $ 430 Weighted average remaining terms were as follows: December 31, December 31, Weighted average remaining lease term Operating Leases 3.58 years 3.64 years Finance Leases 1.67 years 1.05 years Weighted average discount rates were as follows: December 31, December 31, Weighted average discount rate Operating Leases 8.1 % 6.9 % Finance Leases 7.5 % 7.6 % Maturities of lease liabilities were as follows (dollars in thousands): As of December 31, 2021 Operating Leases Finance Leases 2022 $ 2,301 $ 28 2023 1,880 11 2024 1,168 — 2025 997 — 2026 and beyond 429 — Total lease payments 6,775 39 Less: imputed interest (783 ) (2 ) Total $ 5,992 $ 37 As of December 31, 2021, the Company did not have any operating leases that had not yet commenced. |
Borrowings Under Term Loan and
Borrowings Under Term Loan and Line of Credit | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Borrowings Under Term Loan and Line of Credit | Borrowings Under Term Loan and Line of Credit At December 31, 2021 and 2020, term loan borrowings were as follows (dollars in thousands): December 31, December 31, Total term loan obligations $ 55,020 $ 56,044 Less: current portion of term loan (561 ) (1,440 ) Long-term term loan obligations $ 54,459 $ 54,604 On February 28, 2018, LiveVox entered into an amendment to its term loan and revolving credit facility with PNC Bank originally dated November 7, 2016 (as amended, the “Credit Facility”) to provide for a $45.0 million term loan, a $5.0 million line of credit and a $1.5 million letter of credit sub-facility. The Credit Facility is collateralized by a first-priority perfected security interest in substantially all the assets of the Company and is subject to certain financial covenants before and after a covenant conversion date. Covenant conversion may be elected early by the Company if certain criteria are met, including, but not limited to meeting fixed charge coverage and liquidity ratio targets as of the most recent twelve-month period. Prior to the covenant conversion date, the Company is required to maintain minimum levels of liquidity and recurring revenue. As of the covenant conversion date, the Company is required to maintain the Fixed Charge Coverage Ratio and Leverage Ratio (each as defined in the Credit Facility) measured on a quarter-end The Company may elect that the term and revolving loans bear interest under a base rate or a LIBOR rate definition within the Credit Facility. LIBOR interest elections are for one, two or three-month periods. Loans are termed as either a Base Rate loan or LIBOR Rate loan and can be a combination of both. On December 16, 2019, the Company amended the Credit Facility, increasing the term loan borrowing therein by $13.9 million to $57.6 million and amending certain terms and conditions. The amendment to the Credit Facility reset the minimum recurring revenue covenant and qualified cash amounts through December 31, 2021 and extended the quarterly measurement dates through September 30, 2023 and the maturity date to November 7, 2023. The amendment to the Credit Facility also reset the mandatory covenant commencement date of the Fixed Charge Coverage Ratio and Leverage Ratio to March 31, 2022 and reset the applicable ratio amounts. Under the Credit Facility, principal on the term loan was to be repaid in quarterly installments of $0.3 million beginning on March 31, 2020 through December 31, 2020, $0.4 million on March 31, 2021 through December 31, 2021, and $0.7 million on each quarter thereafter. On August 2, 2021, the Company further amended the Credit Facility, extending the maturity date to December 31, 2025. The amendment to the Credit Facility reset the minimum recurring revenue covenant amounts through December 31, 2025 and extended the quarterly measurement dates through September 30, 2025. The amendment to the Credit Facility also removed the mandatory covenant commencement date of the Fixed Charge Coverage Ratio and Leverage Ratio and the applicable ratio amounts. Under the Credit Facility, principal on the term loan is to be repaid in quarterly installments of $0.1 million beginning on September 30, 2021 through March 31, 2023, $0.3 million on June 30, 2023 through March 31, 2024, and $0.5 million on June 30, 2024 through March 31, 2025, and $0.7 million on each quarter thereafter. All other terms and conditions of the original Credit Facility remain in effect. Term loan repayments made by the Company totaled $1.0 million, $1.2 million and $0.8 million during the years ended December 31, 2021, 2020 and 2019, respectively. LiveVox, Inc. will account for previously deferred original issue discount and loan fees in the amount of $0.3 million related to the original Credit Facility dated November 7, 2016, first amendment to the Credit Facility dated February 28, 2018, and third amendment to Credit Facility dated December 16, 2019, by amortizing and recording to interest expense over the remaining term of the amended credit agreement using the effective interest method. The additional original issue discount related to the seventh amendment to Credit Facility dated August 2, 2021 in the amount of $0.2 million is being amortized as an adjustment of interest expense over the amended Credit Facility using the effective interest method. Third party loan fees totaling $0.1 million associated with the $13.9 million increase of the term loan related to the third amendment to Credit Facility are expensed upon close of the loan. Total unamortized loan costs associated with the term loan totaled $0.4 million and $0.4 million at December 31, 2021 and 2020, respectively and are recorded within term loan, net of current. The Company was in compliance with all debt covenants at December 31, 2021 and 2020 and was in compliance with all debt covenants as of the date of issuance of these consolidated financial statements. There was no unused borrowing capacity under the term loan portion of the Credit Facility at December 31, 2021 and 2020. On March 17, 2020, as a precautionary measure to ensure financial flexibility and maintain maximum liquidity in response to COVID-19 Aggregate principal maturities of the term loan as of December 31, 2021 was as follows (dollars in thousands): As of December 31, 2021 Amount to 2022 $ 561 2023 982 2024 1,753 2025 52,158 Total $ 55,454 The net carrying amount of the liability component of the term loan was as follows (dollars in thousands): December 31, December 31, Principal $ 55,454 $ 56,454 Unamortized issuance costs (434 ) (410 ) Net carrying amount $ 55,020 $ 56,044 |
Letters of Credit
Letters of Credit | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Letters of Credit | Letters of Credit On sub-facility one-year ame. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Prior to the closing of the Merger, Old LiveVox paid quarterly management fees plus reimbursement of expenses incurred on behalf of Old LiveVox to funds affiliated with Golden Gate Capital, its majority shareholder pre-Merger. The Company pays monthly board of director fees plus reimbursement of expenses incurred on behalf of the Company to members of the Company’s board of directors. During the year ended December 31, 2021, board of director fees totaled $0.6 million and expense reimbursements were immaterial. As discussed in Note 2(x), in connection with the Merger, the VCIP awards granted to the board of directors were liquidated, which resulted in $4.1 million expenses related to the board of directors for the year ended December 31, 2021. The Company also granted RSUs to directors under the 2021 Plan. During the year ended December 31, 2021, stock-based compensation expense relating to the RSU awards to the board of directors totaled $0.2 million. As of December 31, 2021, the unpaid balance of board of director fees due to related parties was immaterial. During the year ended December 31, 2020, board of director fees totaled $0.5 million and there were no expense reimbursements or expenses relating to the VCIP awards granted to the board of directors. As of December 31, 2020, there was no unpaid balance of board of director fees due to related parties. During the year ended December 31, 2019, board of director fees totaled $0.5 million and there were no expense reimbursements. The Company also performed a one-time There were no related party accounts receivable as of December 31, 2021, 2020 and 2019. |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stock Warrants | Stock Warrants Public and Forward Purchase Warrants Immediately following the Merger, LiveVox assumed 833,333 Forward Purchase Warrants and 12,499,995 Public Warrants that had been previously issued by Crescent. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The Company may redeem the outstanding Public Warrants, in whole and not in part, upon a minimum of 30 days’ prior written notice of redemption (“Redemption Period”). For purposes of the redemption, “Redemption Price” shall mean the last reported sales price of the Company’s common stock for any twenty trading days within the thirty trading-day The Company may redeem the outstanding Public Warrants for cash at a price of $0.01 per warrant if the Reference Value equals or exceeds $18.00 per share. The warrant holders have the right to exercise their outstanding warrants prior to the scheduled redemption date during the Redemption Period at $11.50 per share. If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. The Forward Purchase Warrants are identical to the Public Warrants except that the Forward Purchase Warrants were not transferable, assignable or salable until 30 days after June 18, 2021, subject to certain limited exceptions. Additionally, the Forward Purchase Warrants are exercisable on a cashless basis and are non-redeemable As of December 31, 2021, there were 13,333,328 Warrants outstanding, and no Warrants have been exercised. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock On June 22, 2021, the Company’s Class A common stock, publicly traded warrants and publicly traded units began trading on Nasdaq under the ticker symbols “LVOX”, “LVOXW” and “LVOXU,” respectively. Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2021, the Company had 90,696,977 shares of Class A common stock issued and outstanding (98,240,727 shares of common stock, less 7,543,750 of which are held in escrow). In connection with the Merger consummated on June 18, 2021, the Company issued 74,962,092 shares of Class A common stock. See Note 3 for more information. On November 2, 2021, pursuant to the terms of the Merger Agreement, the Company issued 33,609 shares of Class A common stock valued at $336,097 to LiveVox TopCo as part of the post-closing adjustment of merger consideration required as part of the Merger. After the Merger, the Company issued additional shares of Class A common stock of 3,578,731 for the equity portion of VCIP and OBIP awards that fully vested in connection with the Merger but were undelivered at the time of the Merger. Prior to the Merger, Old LiveVox had 1,000 outstanding shares of common stock. Upon the Closing, holders of these outstanding common stock received shares of the Company’s Class A common stock in an amount determined by application of the exchange ratio, as discussed in Note 3. After converting the prior period share amounts retrospectively, 500,000,000 shares of common stock were authorized, and 66,637,092 shares were issued and outstanding as of December 31, 2020. The accumulated other comprehensive loss and accumulated deficit is included in stockholders’ equity. At December 31, 2021 and 2020, the accumulated other comprehensive loss totaled $0.5 million and $0.2 million, respectively. The Company’s accumulated deficit totaled $128.0 million and $24.8 million at December 31, 2021 and 2020, respectively. Preferred Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 25,000,000 shares of preferred stock having a par value of $0.0001 per share. As of December 31, 2021, no shares of LiveVox preferred stock were issued and outstanding. As of December 31, 2020, no shares of preferred stock were authorized, issued and outstanding. |
Analysis of the Changes in Accu
Analysis of the Changes in Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Analysis of the Changes in Accumulated Other Comprehensive Income (Loss) | 16. Analysis of the Changes in Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) includes foreign currency translation items associated with the Company’s foreign operations and unrealized gain or loss on the Company’s marketable securities available for sale. Following is an analysis of the changes in the accumulated other comprehensive loss, net of applicable taxes, at December 31, 2021 and 2020 (dollars in thousands): December 31, 2020 Foreign currency Unrealized loss Total accumulated Balance, beginning of period $ (218 ) $ — $ (218 ) Other comprehensive income 12 — 12 Balance, end of period $ (206 ) $ — $ (206 ) December 31, 2021 Foreign currency Unrealized loss Total accumulated Balance, beginning of period $ (206 ) $ — $ (206 ) Other comprehensive loss (94 ) (177 ) (271 ) Balance, end of period $ (300 ) $ (177 ) $ (477 ) Components of other comprehensive income (loss) and related taxes for the years ended December 31, 2021, 2020 and 2019 are as follows (dollars in thousands): Years Ended December 31, 2021 2020 2019 Before Tax Net of Before Tax Net Before Tax Net Foreign currency translation adjustment $ (94 ) $ — $ (94 ) $ 11 $ 1 $ 12 $ (47 ) $ (1 ) $ (48 ) Unrealized loss on marketable securities (177 ) — (177 ) — — — — — — Total other comprehensive income (loss) $ (271 ) $ — $ (271 ) $ 11 $ 1 $ 12 $ (47 ) $ (1 ) $ (48 ) |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The following tables present the Company’s stock-based compensation expense by award type and financial statement line for the years ended December 31, 2021, 2020 and 2019 (dollars in thousands): Years Ended December 31, 2021 2020 2019 Equity-classified awards: MIUs $ 556 $ 556 $ — RSUs—employee (1) 2,949 — — RSUs—nonemployee (2) 12 — — PSUs—employee (1) 388 — — Total equity-classified awards 3,905 556 — Total stock-based compensation $ 3,905 $ 556 $ — (1) Represents awards granted to employees, executive officers and directors of the Company. Nonemployee directors acting in their role as members of a board of directors are treated as employees if (a) those directors were elected by the Company’s shareholders and (b) the awards granted to nonemployee directors are for their services as directors but not for other services. (2) Represents awards granted to consultants of the Company. Years Ended December 31, 2021 2020 2019 Cost of revenue $ 500 $ 57 $ — Sales and marketing expense 865 113 — General and administrative expense 1,169 273 — Research and development expense 1,371 113 — Total stock-based compensation $ 3,905 $ 556 $ — As of December 31, 2021, unrecognized stock-based compensation expense related to nonvested awards by award type and their expected weighted-average recognition periods are summarized in the following table (dollars in thousands): Unrecognized Weighted- Equity-classified awards: MIUs $ 1,668 3.00 years RSUs—employee 29,014 3.53 years RSUs—nonemployee 115 3.47 years PSUs—employee 10,097 10.43 years Total equity-classified awards 40,894 Total unrecognized stock-based compensation $ 40,894 (1) The weighted-average recognition period is calculated as the sum of the weighted remaining period to recognize expense for nonvested awards divided by the sum of the shares that are expected to vest for all awards that have not vested or expired by the end of the reporting period. For awards that the straight-line method is used for expense recognition, the remaining recognition period is the amount of time between the end of the reporting period and the end of the entire award. For awards that the accelerated attribution method is used for expense recognition, the remaining recognition period is the amount of time between the end of the reporting period and the end of each separately vesting portion of the award. 2021 Equity Incentive Plan The Compensation Committee of the Company approved 5,091,331 RSU and 1,611,875 PSU awards in the year ended December 31, 2021. As of December 31, 2021, 109,862 unvested RSUs were forfeited upon the grantee’s termination of service, and 4,981,469 RSUs and 1,611,875 PSUs were outstanding. Restricted Stock Units As of December 31, 2021, all RSUs granted to employees and nonemployees are classified as equity. RSU activities for the year ended December 31, 2021 are summarized as follows (in thousands, except for per share data): Equity-classified RSUs - employee Number of Weighted- Weighted- Outstanding at December 31, 2020 — $ — Granted 5,072 6.44 Vested — — Forfeited (110 ) 6.33 Outstanding at December 31, 2021 4,962 $ 6.44 1.86 years Equity-classified RSUs Number of Weighted- Weighted- Outstanding at December 31, 2020 — $ — Granted 20 6.51 Vested — — Forfeited — — Outstanding at December 31, 2021 20 $ 6.51 1.69 years (1) The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding, expected to vest or currently exercisable by the end of the reporting period. Performance-Based Restricted Stock Units As of December 31, 2021, all PSUs granted to employees are classified as equity. As discussed in Note 2(x), the Company estimates the fair value of the PSUs at each measurement date by using a Monte Carlo simulation. The key inputs used in the Monte Carlo simulation are disclosed in the table below. The stock price is based on the closing price of the Company’s Class A common stock on Nasdaq as of the valuation date. The volatility input is estimated using the volatility of Company’s peer companies as well as the Company’s own implied volatility. The expected life of the PSUs 30 years and all PSUs are assumed to be fully vested at the end of year 30. The risk-free interest rate is based on the Thirty-year Constant Maturity Treasury Rate. The vesting hurdles are set forth in the PSU agreement. The weighted average assumptions (weighted by relative grant date fair value) used to value PSUs during the periods presented are as follows: December 31, Stock price $ 6.13 Measurement period 30.00 years Expected volatility 47.50 % Risk-free rate 1.89 % Vesting hurdle 1 $ 12.50 Vesting hurdle 2 $ 15.00 Vesting hurdle 3 $ 17.50 PSU activities for the year ended December 31, 2021 are summarized as follows (in thousands, except for per share data): Equity-classified PSUs - employee Number of Weighted- Weighted- Outstanding at December 31, 2020 — $ — Granted 1,612 6.50 Vested — — Forfeited — — Outstanding at December 31, 2021 1,612 $ 6.50 10.43 years (1) The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding, expected to vest or currently exercisable by the end of the reporting period. Management Incentive Units As discussed in Note 2(x), stock-based compensation for MIUs is measured based on the grant date fair value of the award estimated by using a Monte Carlo simulation. Assumptions used in the Monte Carlo simulation are disclosed in the table below. The holding period is the expected period until a major liquidity event is expected to occur. The expected volatility assumption is based on the historical volatility of a peer group of publicly traded companies. The discount for lack of marketability is driven by (i) the assumed participation threshold as outlined in the agreements governing the MIUs and (ii) the assumed holding period of two years. The risk-free rate for the expected term of the awards is based on U.S. Treasury zero-coupon The weighted average assumptions (weighted by relative grant date fair value) used to value MIUs during the periods presented are as follows: December 31, December 31, December 31, Holding period 2.00 years 2.00 years 2.00 years Volatility 45.0 % 45.0 % 45.0 % Discount for lack of marketability 28.0 % 28.0 % 28.0 % Risk-free rate 1.6 % 1.6 % 1.6 % MIU activities for the years ended December 31, 2021, 2020 and 2019 are summarized as follows (in thousands, except for per share data): Number of Weighted- Weighted- Outstanding at December 31, 2018 — $ — Granted 3,518 0.79 Vested — — Forfeited — — Outstanding at December 31, 2019 3,518 $ 0.79 Granted — — Vested — — Forfeited — — Outstanding at December 31, 2020 3,518 $ 0.79 Granted — — Vested (704 ) 0.79 Forfeited — — Outstanding at December 31, 2021 2,814 $ 0.79 1.50 years (1) The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding, expected to vest or currently exercisable by the end of the reporting period. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information Disaggregation of Revenue The following table disaggregates the Company’s revenue by geographic area for the years ended December 31, 2021, 2020, and 2019 (dollars in thousands): Years Ended December 31, 2021 2020 2019 United States $ 111,836 $ 97,034 $ 90,522 Americas (excluding United States) 2,808 1,870 1,227 Asia 4,450 3,509 864 Europe 137 132 142 Total revenue $ 119,231 $ 102,545 $ 92,755 Property and Equipment The following table summarizes total property and equipment, net in the respective locations at December 31, 2021 and 2020 (dollars in thousands): December 31, December 31, United States $ 1,989 $ 3,174 Americas (excluding United States) 367 192 Asia 654 139 Property and equipment, net $ 3,010 $ 3,505 The geographical location of the Company’s customers affects the nature, amount, timing and uncertainty of revenue and cash flows due to the potential for unfavorable and uncertain regulatory, political, economic and tax conditions. These uncertainties can impact the amount of revenue recognized through price adjustments and uncertainty of cash flows that may arise due to local regulations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes charged to operations consisted of the following for the years ended December 31, 2021, 2020 and 2019 (dollars in thousands): 2021 2020 2019 Current tax expense: Federal $ — $ (2 ) $ (2 ) State 47 8 188 Foreign 310 317 251 Total current tax expense 357 323 437 Deferred tax expense: Federal 3 2 2 State (186 ) (124 ) (282 ) Foreign (8 ) (5 ) (8 ) Total deferred tax benefit (191 ) (127 ) (288 ) Provision for income taxes $ 166 $ 196 $ 149 A reconciliation between the Company’s federal statutory tax rate and its effective tax rate for the years ended December 31, 2021, 2020 and 2019 is as follows: 2021 2020 2019 Federal statutory tax rate 21.00 % 21.00 % 21.00 % State tax, net of federal benefit 3.01 % 3.93 % 0.55 % Meals and entertainment (0.11 )% (1.07 )% (1.69 )% Global intangible low-taxed (0.07 )% (2.41 )% (1.07 )% Nondeductible stock-based compensation (0.11 )% (2.83 )% 0.00 % Nondeductible compensation (2.15 )% 0.00 % 0.00 % Transaction costs (2.61 )% 0.00 % 0.00 % Prior year provision to return true-up 0.16 % (2.13 )% (1.16 )% Change in valuation allowance (19.20 )% (18.90 )% (19.94 )% Foreign tax differential and permanent items (0.07 )% (2.27 )% 0.07 % Other (0.01 )% (0.08 )% (0.06 )% Effective tax rate (0.16 )% (4.76 )% (2.30 )% The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities consisted of the following at December 31, 2021 and 2020 (dollars in thousands): 2021 2020 Deferred tax assets: Net operating loss carryforward $ 26,828 $ 9,779 SPAC Transaction 944 — Compensation accruals 1,326 675 Share based compensation 807 — Foreign tax credits 487 552 Bad debt reserve 319 321 Interest expense limitation 1,080 274 Lease liability 1,489 1,119 Other 398 265 Total deferred tax assets 33,678 12,985 Deferred tax liabilities: Capitalized commissions (2,346 ) (1,192 ) Right-of-use (1,363 ) (972 ) Other intangibles amortization (2,447 ) (3,423 ) Other (274 ) (168 ) Total deferred tax liabilities (6,430 ) (5,755 ) Net deferred tax assets before valuation allowance 27,248 7,230 Valuation allowance (27,250 ) (7,423 ) Net deferred tax liabilities $ (2 ) $ (193 ) At December 31, 2021, the Company had available federal and combined state net operating loss carryforwards which may offset future taxable income of $23.5 million and $95.5 million, respectively. The federal net operating losses expire between 2026 and 2035 while the state net operating losses expire between 2025 and 2041. In addition, the Company has federal and state net operating loss carryforwards at December 31, 2021, of $72.4 million and $20.4 million, respectively, which do not expire. There were insufficient federal and state deferred tax liabilities to offset the federal and state deferred tax assets at December 31, 2021 and 2020; therefore, based on this and other available evidence, management believes it is more likely than not that the net federal and state deferred tax assets of LiveVox will not be fully realized and has recorded valuation allowances in the amounts of $27.3 million and $7.4 million as of December 31, 2021 and 2020, respectively. Past ownership changes and other equity transactions have triggered Section 382 and 383 provisions of the Internal Revenue Code, resulting in certain annual limitations on the utilization of existing federal and state net operating losses and credits. Such provisions may limit the potential future tax benefit to be realized by the Company from its accumulated net operating losses and tax credit carryforwards. Historically, the Company had not accrued a provision for U.S. deferred taxes or foreign withholding taxes on undistributed earnings of the Company’s wholly owned foreign subsidiaries because it was the intention of management to reinvest the undistributed earnings indefinitely in foreign operations. Undistributed earnings are generally no longer subject to U.S. tax upon repatriation beginning January 1, 2018; however, undistributed earnings remain subject to certain state income and foreign withholding taxes. It remains the intention of management to reinvest the undistributed earnings indefinitely in foreign operations. The Company also believes that any such state income or foreign withholding taxes would be immaterial. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law. The CARES Act contained certain income tax relief provisions, including a modification to the limitation of business interest expense for tax years beginning in 2019 and 2020. The modification to the interest expense limitation increased the allowable business interest deduction from 30% of adjusted taxable income to 50% of adjusted taxable income for 2019 and 2020. This modification resulted in the allowance of additional interest expense for the Company, resulting in an increase in its 2020 net operating loss carryforwards. The Company does not anticipate any further material tax impacts from the CARES Act. The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, India and Colombia. The tax returns are subject to statutes of limitations that vary by jurisdiction. At December 31, 2021, the Company remains subject to U.S. and certain state income tax examinations for tax years 2018 through 2021, and in certain other states for tax years 2017 through 2021. However, due to the Company’s net operating loss carryforwards in various jurisdictions, tax authorities have the ability to adjust carryforwards related to closed years. |
Retirement Benefit Plan
Retirement Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Benefit Plan | Retirement Benefit Plan The Company amended its existing 401(k) plan (the “Plan”) effective on July 1, 2018. The amended Plan covers eligible employees immediately upon employment with the Company. Participants may contribute up to a maximum percentage of their annual compensation to the Plan as determined by the Company limited to the maximum annual amount set by the Internal Revenue Service. The Plan provides for traditional tax-deferred two-hundre forty-eigh |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The following table sets forth the fair value of the Company’s assets and liabilities at December 31, 2021 (dollars in thousands): Level 1 Level 2 Level 3 Totals Cash and cash equivalents $ 47,217 $ — $ — $ 47,217 Restricted cash 100 — — 100 Marketable securities — 49,374 — 49,374 Total assets $ 47,317 $ 49,374 $ — $ 96,691 Term loan $ — $ 55,020 $ — $ 55,020 Finance lease obligations — 37 — 37 Warrant liability—Forward Purchase Warrants — — 767 767 Total liabilities $ — $ 55,057 $ 767 $ 55,824 The following table sets forth the fair value of the Company’s assets and liabilities at December 31, 2020 (dollars in thousands): Level 1 Level 2 Level 3 Totals Cash and cash equivalents $ 18,098 $ — $ — $ 18,098 Restricted cash 1,468 — — 1,468 Total assets $ 19,566 $ — $ — $ 19,566 Term loan $ — $ 56,044 $ — $ 56,044 Finance lease obligations — 430 — 430 VCIP/OBIP liability — — 286 286 Total liabilities $ — $ 56,474 $ 286 $ 56,760 Level 1 and Level 2 of the Fair Value Hierarchy As of December 31, 2021 and 2020, the carrying amounts of the Company’s cash, cash equivalents and restricted cash approximate their fair values due to their short maturities and has been classified as Level 1 of the fair value hierarchy. The fair value of the term loan and finance lease obligations approximate their carrying value. The fair value is determined based on observable inputs on the price of the term loan in the market and has been classified as Level 2 of the fair value hierarchy. The fair value of the Company’s AFS debt securities are determined based on valuations provided by external investment managers who obtain them from a variety of industry standard data providers and has been classified as Level 2 of the fair value hierarchy. Refer to Note 6 for additional information regarding the fair value of the Company’s marketable securities. Level 3 of the Fair Value Hierarchy The Company’s liability related to the Forward Purchase Warrants is measured at fair value on a recurring basis and is classified as Level 3 within the fair value hierarchy. There were no other assets or liabilities measured at fair value on a recurring basis at December 31, 2021. Warrant liability—Forward Purchase Warrants As discussed in Note 2(z), 833,333 Forward Purchase Warrants were issued pursuant to the Forward Purchase Agreement dated January 13, 2021 between Crescent and Old LiveVox. Upon consummation of the Merger, the Company concluded that the Forward Purchase Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. The Forward Purchase Warrants are classified as Level 3 fair value measurement. The Company employed a Black-Scholes option pricing model specific to the contractual terms of the Forward Purchase Warrants to determine their fair value at each reporting period, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss. Inherent in the options pricing model are assumptions related to current stock price, exercise price, expected share price volatility, expected life, risk-free interest rate and dividend yield. The stock price is based on the closing price of the Company’s Class A common stock on Nasdaq as of the valuation date. The exercise price is based on the terms of the warrant agreement. The volatility input is estimated using the implied volatility of the Public Warrants and the volatility of the Company’s peer companies. The expected life of the Forward Purchase Warrants is based on the time from valuation date to the contractual expiration date. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of issuance for zero-coupon The following table provides quantitative information regarding assumptions used in the Black Scholes option-pricing model to determine the fair value of the Forward Purchase Warrants: December 31, June 18, 2021 Stock price $ 5.15 $ 9.12 Exercise price $ 11.50 $ 11.50 Contractual term 4.50 years 5.00 years Expected volatility 47.50 % 37.50 % Risk-free rate 1.20 % 0.90 % Dividend yield 0.00 % 0.00 % Transfers Out of the Level 3 Fair Value Measurement The Company’s VCIP and OBIP accrued liability has historically been classified as Level 3 with the fair value hierarchy. The Old LiveVox board of directors, with assistance of management, has estimated the fair value of VCIP and OBIP accrued liability at each reporting period by considering a number of objective and subjective factors including important developments in the Company’s operations, valuations performed by an independent third party, actual results and financial performance, the conditions in the CCaaS industry and the economy in general, volatility of comparable public companies, among other factors. As discussed in Note 2(x), on June 18, 2021, the Company consummated the previously announced Merger between Old LiveVox and Crescent, in which all outstanding VCIP and OBIP awards were fully vested. The VCIP and OBIP awards were paid to the plan participants in a combination of cash awards and equity awards. The cash portion of the awards was recorded to accrued liability for unpaid cash awards, and the stock portion of the awards was recorded to additional paid-in fair value measurement to the Level 2 fair value measurement upon the consummation of the Merger on June 18, 2021. As of December 31, 2021, the VCIP and OBIP awards were paid in full and the fair value of the VCIP and OBIP accrued liability was transferred out of the Level 2 fair value measurement and reduced to zero. Changes in the Level 3 Fair Value Measurement The changes in fair value of the Level 3 liabilities are as follows (dollars in thousands): December 31, December 31, Balance, beginning of period $ 286 $ 286 VCIP/OBIP liability transferred out of Level 3 (286 ) — Closing-date fair value of warrant liability 2,008 — Changes in fair value of warrant liability (1,241 ) — Balance, end of period $ 767 $ 286 During the year ended December 31, 2021, the gain recognized due to decrease in the fair value of warrant liability was $1.2 million and was recorded within other expense, net in the consolidated statements of operations and comprehensive loss. There were no gains or losses recognized due to change in the fair value during the years ended December 31, 2020 and 2019. |
Basic and Diluted Loss Per Shar
Basic and Diluted Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share As discussed in Note 3, the shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger. As a result of the Merger, the Company has retrospectively adjusted the weighted-average number of shares of common stock outstanding prior to June 18, 2021 by multiplying them by the exchange ratio of 66,637 used to determine the number of shares of Class A common stock into which they converted. Basic net loss per share is calculated by dividing net loss by the weighted average number of shares of Class A common stock outstanding during the period, and excludes any dilutive effects of employee stock-based awards. Diluted net loss per share is computed giving effect to all potentially dilutive shares of Class A common stock, including Class A common stock issuable upon vesting of stock-based payment awards and contingent earnout shares. Basic and diluted loss per share was the same for each period presented as the inclusion of all potential Class A common stock outstanding would have been antidilutive. The computation of loss per share and weighted average shares of the Company’s common stock outstanding for the years ended December 31, 2021, 2020, and 2019 are as follows (in thousands, except per share data): Years Ended December 31, 2021 2020 2019 Numerator: Loss attributable to common stockholders—basic and diluted $ (103,194 ) $ (4,645 ) $ (6,913 ) Denominator: Weighted average shares outstanding—basic and diluted 79,964 66,637 66,637 Loss per share: Basic and diluted $ (1.29 ) $ (0.07 ) $ (0.10 ) The following outstanding common stock equivalents were either considered antidilutive or were contingently issuable upon the resolution of their contingencies, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented (in thousands): Years Ended 2021 2020 2019 Earn-Out 5,000 — — Lock-Up 2,544 — — Finders Agreement Shares (1) 1,644 — — Warrants to purchase common stock 13,333 — — RSUs 4,981 — — PSUs 1,612 — — Total 29,114 — — (1) Represents 1,643,750 Class A common stock to be issued only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021 through June 18, 2028, pursuant to the terms of the Finders Agreement. No contingent consideration shares were issued during the year ended December 31, 2021. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments As of December 31, 2021 and 2020, $55.5 million and $56.5 million of the term loan principal was outstanding, respectively. The term loan is due December 31, 2025. See Note 11 for more information. Contingencies The Company is subject to the possibility of various gain or loss contingencies arising in the ordinary course of business that will ultimately be resolved depending on future events. The Company considers the likelihood of loss or impairment of an asset, or the incurrence of a liability, as well as the ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the consolidated financial statements, and the amount or range of loss can be reasonably estimated. Legal costs are expensed as incurred. Gain contingencies are not recognized until they’re realized or realizable. Indemnification Agreements The Company has entered into indemnification agreements with its directors, officers and certain employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. There are no claims that the Company is aware of that could have a material effect on its consolidated balance sheets, consolidated statements of operations and comprehensive loss, or consolidated statements of cash flows. Litigation and Claims From time to time and in the ordinary course of business, the Company may be subject to various claims, charges, investigations, and litigation. The Company is engaged in three collection actions against former customers who defaulted in their contractual obligations. Two of those customers have filed counterclaims against LiveVox, also alleging breach of contract. LiveVox is vigorously defending against these counterclaims while pursuing its own claims and believes that the counterclaims are without merit. The Company does not expect that any of the three cases will have a material adverse effect on its business operations or financial position. As of the date of issuance of these consolidated financial statements, a potential loss as a result of the aforementioned cases is neither probable nor estimable. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | a) Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. All intercompany transactions and balances have been eliminated in consolidation. As a result of the Merger completed on June 18, 2021, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retroactively converted as shares reflecting the exchange ratio established in the Merger Agreement. |
Emerging Growth Company | b) Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth company (“EGC”) from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended (“Securities Act”) registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs The Company will remain an EGC until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the Initial Public Offering Closing Date, (b) in which the Company has total annual gross revenue of at least $1,070,000,000, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of the Company’s Class A common stock that is held by non-affiliates non-convertible |
Use of Estimates | c) Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial position and results of operations, requiring adjustment to these balances in future periods. Significant items subject to such estimates and assumptions include, but are not limited to, the determination of the useful lives of long-lived assets, allowances for doubtful accounts, fair value of goodwill and long-lived assets, fair value of incentive awards, fair value of Warrants, establishing standalone selling price, valuation of deferred tax assets, income tax uncertainties and other contingencies, including the Company’s ability to exercise its right to repurchase incentive options from terminated employees. |
Segment Information | d) Segment Information The Company has determined that its Chief Executive Officer is its chief operating decision maker. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of assessing performance and making decisions on how to allocate resources. Accordingly, the Company has determined that it operates in a single reportable segment. |
Foreign Currency Translation | e) Foreign Currency Translation The financial position and results of the Company’s international subsidiaries are measured using the local currency as the functional currency. Revenue and expenses have been translated into U.S. dollars at average exchange rates prevailing during the periods. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders’ equity (accumulated other comprehensive loss), unless there is a sale or complete liquidation of the underlying foreign investments, or the adjustment is inconsequential. |
Fair Value of Financial Instruments | f) Fair Value of Financial Instruments Fair value is defined as the price that would be received from the sale of an asset or the transfer of a liability in an orderly transaction between market participants at the measurement date. The Company utilizes a fair value hierarchy to classify fair value amounts of the Company’s assets and liabilities recognized or disclosed in the Company’s consolidated financial statements based on the lowest level of input that is significant to the fair value measurement. The levels of the hierarchy are described below: • Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2—Includes other inputs that are directly or indirectly observable in the marketplace. • Level 3—Unobservable inputs that are supported by little or no market activity. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions based on the best information available. The Company recognizes transfers into and out of the levels as of the end of each reporting period. Refer to Note 21 for additional information regarding the fair value measurements. |
Liquidity and Capital Resources | g) Liquidity and Capital Resources LiveVox’s consolidated financial statements have been prepared assuming the Company will continue as a going concern for the 12-month $1.6 million, respectively. During the year ended December 31, 2021, the Company’s cash flows also include net cash proceeds of $157.6 million from the Merger and the related PIPE, net of transaction costs, which are available for general corporate purposes. The Company had restricted cash of $0.1 million as of December 31, 2021 related to the holdback amount for one acquisition the Company made in 2019, and $1.5 million in restricted cash as of December 31, 2020 related to the holdback amount for two acquisitions the Company made in 2019, included in the change in cash. The Company’s primary use of cash is for operating and administrative activities including employee-related expenses, and general, operating and overhead expenses. Future capital requirements will depend on many factors, including the Company’s customer growth rate, customer retention, timing and extent of development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced services offerings, the continuing market acceptance of the Company’s services, effective integration of acquisition activities, and maintaining the Company’s bank credit facility. On March 17, 2020, as a precautionary measure to ensure financial flexibility and maintain liquidity in response to the COVID-19 COVID-19 COVID-19 The Company believes it has sufficient financial resources for at least the next 12 months from the date these consolidated financial statements are issued. |
Debt Discount and Issuance Costs | h) Debt Discount and Issuance Costs The Company’s debt issuance costs and debt discount are recorded as a direct reduction of the carrying amount of the debt liability and are amortized to interest expense over the contractual term of the term loan. |
Cash, Cash Equivalents and Restricted Cash | i) Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents are stated at fair value. The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. The Company limits its credit risk associated with the cash and cash equivalents by placing investments with banks it believes are highly credit worthy. The Company has exposure to credit risk to the extent cash balances exceed amounts covered by Federal deposit insurance. At December 31, 2021 and 2020, the Company had no cash equivalents. Cash consists of bank deposits. Restricted cash consists entirely of amounts held back from stockholders of the Company’s acquired businesses for indemnification of outstanding liabilities. Such amounts are retained temporarily for a period of 10.5 months and then remitted to the applicable stockholders, net of fees paid for indemnification of liabilities. Since restricted cash amounts represent funds held for others, there is also a corresponding liability account. As of December 31, 2021, the Company has identified $0.1 million as restricted cash as management’s intention is to use this cash for the specific purpose of fulfilling the obligations associated with the holdback amount from recent acquisitions. As of December 31, 2020, the Company had $1.5 million in restricted cash. |
Marketable Securities | j) Marketable Securities The Company invests in various marketable securities. As of December 31, 2021, the Company designated all of these marketable securities as debt securities and classified them as available-for-sale held-to-maturity re-evaluates Debt securities classified as AFS are reported at fair value with unrealized gains and losses, net of income taxes, as a separate component of other comprehensive income in the consolidated balance sheets until the securities are sold or there are indicators of impairment. Debt securities are classified as current or non-current, The Company monitors the carrying value of debt securities compared to their fair value to determine whether an other-than-temporary impairment has occurred. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, credit quality and the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. If a decline in fair value of debt securities is determined to be other-than-temporary, an impairment charge related to that specific investment is recorded in the consolidated statements of operations and comprehensive loss. Please refer to Note 6 for additional information relating to marketable securities. |
Accounts Receivable | k) Accounts Receivable Trade accounts receivable are stated net of any write-offs and the allowance for doubtful accounts, at the amount the Company expects to collect. The Company performs ongoing credit evaluations of its customers and generally does not require collateral unless a customer has previously defaulted. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Management considers the following factors when determining the collectability of specific customer accounts: aging of the account receivable, customer creditworthiness, past transaction history with the customer, current economic and industry trends, and changes in customer payment trends. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. At December 31, 2021, 2020 and 2019, the allowance for doubtful accounts was $1.3 million, $1.3 million and $1.0 million, respectively. Accounts receivable are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Recoveries of accounts receivable previously written off are recorded as income when received. The accounts receivable recoveries during the years ended December 31, 2021, 2020 and 2019 were immaterial. The bad debt expense recorded for the years ended December 31, 2021, 2020 and 2019 was $0.2 million, $0.6 million and $0.3 million, respectively. The accounts written off for the years ended December 31, 2021, 2020 and 2019 was $0.2 million, $0.3 million and $0.3 million, respectively. |
Property and Equipment | l) Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs, including planned major maintenance activities, are charged to expense as incurred. When assets are retired or disposed, the asset’s original cost and related accumulated depreciation are eliminated from the accounts and any gain or loss is reflected in the consolidated statements of operations and comprehensive loss. Amortization expense on capitalized software is included in depreciation expense. Depreciation of leasehold improvements is recorded over the shorter of the estimated useful life of the leasehold improvement or lease terms that are reasonably assured. Depreciation of property and equipment is provided using the straight-line method based on the following estimated useful lives: Years Computer equipment 3 - 5 Computer software 3 Furniture and fixtures 5 - 10 Leasehold improvements 5 Website development 2 |
Identified Intangible Assets | m) Identified Intangible Assets On March 21, 2014, LiveVox, Inc. and subsidiaries were acquired by LiveVox Holdings, Inc. On October 16, 2019, the Company acquired the rights to certain assets of Teckst Inc. On December 16, 2019, the Company acquired the rights to Speech IQ, LLC. On February 5, 2021, the Company completed its asset acquisition of BusinessPhone. The acquisitions resulted in identified marketing-based, technology-based, customer-based, trademark-based, and workforce-based intangible assets. The fair value of the identified assets was determined as of the date of the acquisition by management with the assistance of an independent valuation firm. The identified intangible assets are being amortized using the straight-line method based on the following estimated useful lives: Years Marketing-based 7 Technology-based 4 - 10 Customer-based 7 - 16 Trademark-based 4 Workforce-based 10 |
Goodwill | n) Goodwill Goodwill represents the excess of the purchase price of acquired business over the fair value of the underlying net tangible and intangible assets. Through the year ended December 31, 2019, the Company performed its annual impairment review of goodwill on December 31, and when a triggering event occurs between annual impairment tests. In anticipation of the reporting requirements in connection with being a public company, the Company changed the date of its annual goodwill impairment test to October 1, effective for the year 2020. During the years ended December 31, 2021, 2020 and 2019, no triggering events have occurred that would require an impairment review of goodwill outside of the required annual impairment review. Refer to Note 8 for more information. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine if it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount, including goodwill. In the fourth quarter of 2021, the Company elected to bypass the qualitative assessment and proceed directly to the quantitative impairment test in accordance with Accounting Standards Codification (“ASC”) 350-20-35, 2017-04, |
Impairment of Long-Lived Assets | o) Impairment of Long-Lived Assets Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset and long-lived assets to be disposed of are reported at the lower of the carrying amount or fair value. No impairment loss was recognized during the years ended December 31, 2021, 2020 and 2019. |
Amounts Due to Related Parties | p) Amounts Due to Related Parties In the ordinary course of business, the Company has and expects to continue to have transactions with its stockholders and affiliates. Refer to Note 13 for more information. |
Concentration of Risk | q) Concentration of Risk Concentration of Customer and Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. Risks associated with cash and cash equivalents and marketable securities are mitigated using what the Company considers creditworthy institutions. The Company performs ongoing credit evaluations of its customers’ financial condition. Substantially all of the Company’s assets are in the United States. As of December 31, 2021 and 2020, no single issuer represented more than 10% of the Company’s marketable securities. The Company’s customers are primarily in the receivables management, tele-sales and customer care industries. During years ended December 31, 2021, 2020 and 2019, substantially all the Company’s revenue was generated in the United States. For the years ended December 31, 2021, 2020 and 2019, the Company did not have any customers that individually represented 10% or more of the Company’s total revenue or whose accounts receivable balance at December 31, 2021 and 2020 individually represented 10% or more of the Company’s total accounts receivable. Concentration of Supplier Risk The Company relies on third parties for telecommunication, bandwidth, and co-location As of December 31, 2021, one vendor accounted for approximately 43% of the Company’s total accounts payable. No other single vendor exceeded 10% of the Company’s accounts payable at December 31, 2021. At December 31, 2020, two vendors accounted for approximately 55% of the Company’s accounts payable. No other single vendor exceeded 10% of the Company’s accounts payable at December 31, 2020. The Company believes there could be a material impact on future operating results should a relationship with an existing supplier cease. |
Revenue Recognition | r) Revenue Recognition The Company recognizes revenue in accordance with U.S. GAAP, pursuant to ASC 606, Revenue from Contracts with Customers The Company derives substantially all of its revenue by providing cloud-based contact center voice products under a usage-based model, with prices calculated on a per-call, per-seat, per-minute The Company determines revenue recognition through the following steps: a. Identification of the contract, or contracts, with a customer; b. Identification of the performance obligations in the contract; c. Determination of the transaction price; d. Allocation of the transaction price to the performance obligations in the contract; and e. Recognition of revenue when, or as, the performance obligations are satisfied. The Company enters into contracts that can include various combinations of services, each of which are distinct and accounted for as separate performance obligations. The Company’s cloud-based contact center solutions typically include a promise to provide continuous access to its hosted technology platform solutions through one of its data centers. Arrangements with customers do not provide the customer with the right to take possession of the Company’s software platform at any time. LiveVox’s performance obligations are satisfied over time as the customer simultaneously receives and consumes the benefits and the Company performs its services. The Company’s contracts typically range from one 10-60 The Company’s arrangements typically include monthly minimum usage commitments and specify the rate at which the customer must pay for actual usage above the monthly minimum. Additional usage in excess of contractual minimum commitments is deemed to be specific to the month that the usage occurs, since the minimum usage commitments reset at the beginning of each month. The Company has determined these arrangements meet the variable consideration allocation exception and therefore, it recognizes contractual monthly commitments and any overages as revenue in the month they are earned. The Company has service-level agreements with customers warranting defined levels of uptime reliability and performance. Customers may receive credits or refunds if the Company fails to meet such levels. If the services do not meet certain criteria, fees are subject to adjustment or refund representing a form of variable consideration. The Company records reductions to revenue for these estimated customer credits at the time the related revenue is recognized. These customer credits are estimated based on current and historical customer trends, and communications with its customers. Such customer credits have not been significant to date. For contracts with multiple performance obligations, the Company allocates the contract price to each performance obligation based on its relative standalone selling price (“SSP”). The Company generally determines SSP based on the prices charged to customers. In instances where SSP is not directly observable, such as when the Company does not sell the service separately, the SSP is determined using information that generally includes market conditions or other observable inputs. Professional services for configuration, system integration, optimization or education are billed on a fixed-price or time and material basis and are performed by the Company directly or, alternatively, customers may also choose to perform these services themselves or engage their own third-party service providers. Professional services revenue, which represents approximately 2% of revenue, is recognized over time as the services are rendered. Deferred revenue represents billings or payments received in advance of revenue recognition and is recognized upon transfer of control. Balances consist primarily of annual or multi-year minimum usage agreements not yet provided as of the balance sheet date. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as deferred revenue, current in the consolidated balance sheets, with the remainder recorded as deferred revenue, net of current in the Company’s consolidated balance sheets. |
Costs to Obtain Customer Contracts (Deferred Sales Commissions) | s) Costs to Obtain Customer Contracts (Deferred Sales Commissions) Sales commissions are paid for initial contracts and expansions of existing customer contracts. Sales commissions and related expenses are considered incremental and recoverable costs of acquiring customer contracts. These costs are capitalized and amortized on a straight-line basis over the anticipated period of benefit, which the Company has estimated to be five years. The Company determined the period of benefit by taking into consideration the length of the Company’s customer contracts, the customer attrition rate, the life of the technology provided and other factors. Amortization expense is recorded in sales and marketing expense within the Company’s consolidated statements of operations and comprehensive loss. Amortization expense for the years ended December 31, 2021, 2020 and 2019 was approximately $2.1 million, $1.3 million and $0.9 million, respectively. No impairment loss was recognized during the years ended December 31, 2021, 2020 and 2019. |
Advertising | t) Advertising The Company expenses non-direct |
Research and Development Costs | u) Research and Development Costs Research and development costs not related to the development of internal use software are charged to operations as incurred. Research and development expenses primarily include payroll and employee benefits, consulting services, travel, and software and support costs. |
Software Development Costs | v) Software Development Costs The Company capitalizes costs of materials, consultants, payroll, and payroll-related costs of employees incurred in developing internal-use internal-use |
Income Taxes | w) Income Taxes Deferred Taxes The Company accounts for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences arising from the temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements, as well as from net operating loss and tax credit carryforwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will be paid or refunds received, as provided for under currently enacted tax law. A valuation allowance is provided for deferred tax assets that, based on available evidence, are not expected to be realized. Enactment of the Tax Cuts and Jobs Act in 2017 subjects a U.S. shareholder to current tax on global intangible low-taxed Uncertain Tax Positions The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained in a court of last resort. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company does not believe its consolidated financial statements include any uncertain tax positions. It is the Company’s policy to recognize interest and penalties accrued on any unrecognized tax benefit as a component of income tax expense. |
Employee and Non-Employee Incentive Plans | x) Employee and Non-Employee Value Creation Incentive Plan and Option-Based Incentive Plan During 2014, the Company established two bonus incentive plans, the Value Creation Incentive Plan (“VCIP”) and the Option-Based Incentive Plan (“OBIP”), pursuant to which eligible participants receive a predetermined award based on the Company’s equity value at the time of a liquidity event, which includes a transaction where the Company merges with a special purpose acquisition company (“SPAC”). The VCIP was structured as a percentage of shareholder returns following a liquidity event for which 15% was allocated for distribution and the Company had granted 9.3% as of December 31, 2021, of which 9.3% fully vested following the Merger. As of December 31, 2020, the Company had granted 9.3%, of which 5.7% had met the time-based vesting condition. The OBIP had 2.0 million potential award units and the Company had granted 1.8 million award units as of December 31, 2021, of which 1.8 million fully vested following the Merger. As of December 31, 2020, the Company had granted 1.8 million award units of which 1.5 million had met the time-based vesting condition. Awards under the VCIP and OBIP generally time vest over five years and performance vest upon certain liquidity event conditions, subject to continued service through the vesting dates. The Company also has an option to repurchase both awards at an amount deemed to be fair value for which the time-based vesting period has been completed, contingent on the employee’s termination of service. Because vesting and payment under the VCIP and OBIP was contingent upon a liquidity event, the Company did not record compensation expense until a liquidity event occurred or unless and until they are repurchased, in which case the Company will record compensation expense equal to the vested or repurchase amount. During 2019, the LiveVox board of directors approved a one-time During 2020 and 2019, the Company repurchased in cash a portion of time-based vested OBIPs and VCIPs from terminated employees at an amount deemed to be fair value. These transactions were $0.8 million and $0.1 million for the years ended December 31, 2020 and 2019, respectively, and were recorded as compensation expense within the Company’s consolidated financial statements within cost of revenue and operating expenses. As of December 31, 2020, the total value of the incentive plans was $21.2 million, of which $13.7 million had met the time-based vesting condition. The liability accrued for the two plans was $0.3 million as of December 31, 2020 for the awards deemed probable of repurchase. As discussed in Note 1, on June 18, 2021, the Company consummated the previously announced Merger between Old LiveVox and Crescent, as a result of which all outstanding VCIP and OBIP awards became fully vested. As of December 31, 2021, the total value of the incentive plans was $68.7 million, of which $68.7 million were fully vested and paid to the plan participants in a combination of cash and equity. For the year ended December 31, 2021, the Company recorded compensation expense in the amount of $68.4 million for this event within cost of revenue and operating expenses in the consolidated statements of operations and comprehensive loss. Management Incentive Units During 2019, LiveVox TopCo established a Management Incentive Unit program whereby the LiveVox TopCo board of directors has the power and discretion to approve the issuance of Class B Units that represent management incentive units (“Management Incentive Units”, “MIUs” or “Units”) to any manager, director, employee, officer or consultant of the Company or its subsidiaries. Vesting begins on the date of issuance, and the MIUs vest ratably over five years with 20% of the MIUs vesting on each anniversary of a specified vesting commencement date, subject to the grantee’s continued employment with the Company on the applicable vesting date. Vesting of the MIUs will accelerate upon consummation of a “sale of the company”, which is defined by the LiveVox TopCo limited liability company agreement as (i) the sale or transfer of all or substantially all of the assets of LiveVox TopCo on a consolidated basis or (ii) any direct or indirect sale or transfer of a majority of interests in LiveVox TopCo and its subsidiaries on a consolidated basis, as a result of any party other than certain affiliates of Golden Gate Capital obtaining voting power to elect the majority of LiveVox TopCo’s governing body. Since the Merger does not meet the limited liability company agreement’s definition of a sale, it did not cause acceleration in vesting of the unvested Units and the Units will continue to vest based on the service condition. If a MIU holder terminates employment, any vested MIUs as of the termination date will be subject to a repurchase option held by LiveVox TopCo or funds affiliated with Golden Gate Capital. The option to repurchase can be exercised for one year beginning on the later of (a) the MIU holder’s termination date and (b) the 181 st On December 19, 2019, 3,518,096 Class B Units were issued to 12 recipients. The Company records stock-based compensation expense for the issued and outstanding Units based on the service condition reduced for actual forfeited Units. The Company elects to recognize stock-based compensation expense on a straight-line basis over the requisite service period of five years. Stock-based compensation for MIUs is measured based on the grant date fair value of the award estimated by using a Monte Carlo simulation. Monte Carlo simulation is a widely accepted approach for financial instruments with path dependencies. See Note 17 for further detail about stock-based compensation expenses related to MIUs. 2021 Equity Incentive Plan On June 16, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”), which became effective upon the closing of the Merger on June 18, 2021. The initial number of shares reserved for issuance under the 2021 Plan is 9,770,000. The number of shares of Company common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year during the term of the 2021 Plan, beginning on January 1, 2022, by 5% of the total number of shares of Company common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the board of directors. The Company grants Restricted Stock Units (“RSUs”) and Performance-based Restricted Stock Units (“PSUs”) awards to employees, executive officers, directors, and consultants of the Company. On November 11, 2021, the Company entered into letter agreements (the “Acceleration Letters”) with each of Louis Summe, Chief Executive Officer and Director, Gregory Clevenger, Chief Financial Officer and Executive Vice President, and Alexis Waadt, Vice President of Investor Relations, which amend the RSU Award Agreements entered into on August 18, 2021 to include a double trigger provision relating to the accelerated vesting of unvested RSUs in the event of a change in control and in the event the applicable executive’s employment is terminated within six months after the change in control by the Company without Cause or by such executive for Good Reason (each as defined in the Acceleration Letters). The addition of a double trigger accelerated vesting provision would not change the fair value of the applicable executives’ RSU awards on the modification date or result in incremental compensation cost to recognize. Awards settled in shares of Class A common stock are classified as equity, and awards settled in cash are classified as liabilities. The liability versus equity treatment will be reassessed on a quarterly basis for any changes that have occurred during the period that may result in a reclassification. Equity-classified awards are generally recognized as stock-based compensation expense over an employee’s requisite service period or a nonemployee’s vesting period on the basis of the grant date fair value. Liability-classified awards are initially based on the grant date fair value and subsequently remeasured at each reporting date to the then-current fair value. Ultimately, the total stock-based compensation expense recognized at the end of the vesting period equals the amount of cash paid to settle an award. RSUs are subject only to service conditions and typically vest over an employee’s requisite service period ranging from three PSUs are granted to certain key employees and vest either based on the achievement of predetermined market conditions (e.g., upon the Company’s volume-weighted average share price during the specified period achieving a specified level), or based on both service and market conditions. The Company records stock-based compensation expense for the issued and outstanding PSUs over an employee’s requisite service period, which is the longer of the time-vesting period of four pro-rated Except for the double trigger accelerated vesting provision included in the Acceleration Letters, if a grantee incurs a termination of continuous service for any reason, any unvested awards will be forfeited without consideration by the grantee. The Company elects to account for forfeitures as they occur, rather than making estimates of future forfeitures. Outstanding RSU and PSU awards have dividend equivalent rights that entitle holders of such outstanding awards to the same dividend value per share as holders of Class A common stock. Dividend equivalent rights are subject to the same vesting and other terms and conditions as the corresponding unvested awards. Dividend equivalent rights are accumulated and paid in additional shares when the underlying shares vest. See Note 17 for further detail about stock-based compensation expenses related to RSUs and PSUs under the 2021 Plan. |
Acquisitions | y) Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is a business combination or an acquisition of assets. |
Public and Forward Purchase Warrants | z) Public and Forward Purchase Warrants Prior to the Merger, Crescent issued 7,000,000 private placement warrants (“Private Warrants”) and 12,499,995 public warrants (“Public Warrants”) at the close of Crescent’s initial public offering (“IPO”) on March 7, 2019. As an incentive for LiveVox to enter into the Merger Agreement, pursuant to the Sponsor Support Agreement dated January 13, 2021, Crescent’s sponsor agreed to the cancellation of all of the Private Warrants prior to the Closing Date. In addition, 833,333 Forward Purchase Warrants (“Forward Purchase Warrants”) were issued pursuant to the Forward Purchase Agreement dated January 13, 2021 between Crescent and Old LiveVox. The 12,499,995 Public Warrants and the 833,333 Forward Purchase Warrants (collectively, the “Warrants”) remain outstanding after the Merger. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments. The Warrants are exercisable at any time prior to June 18, 2026. The Forward Purchase Warrants and the shares of Class A common stock issuable upon the exercise of the Forward Purchase Warrants are transferable, assignable or salable after June 18, 2021, subject to certain limited exceptions. Additionally, the Forward Purchase Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable Upon consummation of the Merger, the Company concluded that (a) the Public Warrants meet the derivative scope exception for contracts in the Company’s own stock and are recorded in stockholders’ equity and (b) the Forward Purchase Warrants do not meet the derivative scope exception and are accounted for as derivative liabilities. Specifically, the Forward Purchase Warrants contain provisions that cause the settlement amounts to be dependent upon the characteristics of the holder of the warrant which is not an input into the pricing of a fixed-for-fixed On June 18, 2021, the Company recorded a liability related to the Forward Purchase Warrants of $2.0 million, with an offsetting entry to additional paid-in value of the Forward Purchase Warrants decreased to $0.8 million, which amount is included in warrant liability within the consolidated balance sheets, with the gain on fair value change recorded in change in the fair value of warrant liability within the consolidated statements of operations and comprehensive loss. See Note 21 for further information on fair value. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | aa) Recently Adopted Accounting Pronouncements As an EGC, the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. ASU 2018-15—Intangibles—Goodwill 350-40) In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use 350-40): 2018-15”), 2018-15 SEC Final Rule Release 33-10786, 33-10786) In May 2020, the SEC issued Final Rule Release 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses (“Release No. 33-10786”) No. 33-10786, S-X No. 33-10786 No. 33-10786 SEC Final Rule Release 33-10825, S-K 33-10825) In August 2020, the SEC issued Final Rule Release 33-10825, Modernization of Regulation S-K 33-10825) Topic 326, Financial Instruments—Credit Losses Leases Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments No. 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief 2016-13, instrument-by-instrument No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) Codification Improvements to Topic 326, Financial Instruments—Credit Losses Codification Improvements to Financial Instruments ASU No. 2019-12, In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) step-up ASU No. 2020-06, 470-20) 815-40) In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): method of transition. The Company is currently evaluating the impact this pronouncement will have on its consolidated financial statements and plans to adopt this standard effective January 1, 2024. |
Fair Value Measurement | Level 1 and Level 2 of the Fair Value Hierarchy As of December 31, 2021 and 2020, the carrying amounts of the Company’s cash, cash equivalents and restricted cash approximate their fair values due to their short maturities and has been classified as Level 1 of the fair value hierarchy. The fair value of the term loan and finance lease obligations approximate their carrying value. The fair value is determined based on observable inputs on the price of the term loan in the market and has been classified as Level 2 of the fair value hierarchy. The fair value of the Company’s AFS debt securities are determined based on valuations provided by external investment managers who obtain them from a variety of industry standard data providers and has been classified as Level 2 of the fair value hierarchy. Refer to Note 6 for additional information regarding the fair value of the Company’s marketable securities. Level 3 of the Fair Value Hierarchy The Company’s liability related to the Forward Purchase Warrants is measured at fair value on a recurring basis and is classified as Level 3 within the fair value hierarchy. There were no other assets or liabilities measured at fair value on a recurring basis at December 31, 2021. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property and equipment | Depreciation of property and equipment is provided using the straight-line method based on the following estimated useful lives: Years Computer equipment 3 - 5 Computer software 3 Furniture and fixtures 5 - 10 Leasehold improvements 5 Website development 2 Property and equipment consisted of the following at December 31, 2021 and 2020 (dollars in thousands): December 31, December 31, Computer software $ 1,253 $ 1,226 Computer equipment 9,063 7,965 Furniture and fixtures 1,181 1,152 Leasehold improvements 1,478 1,064 Total 12,975 11,407 Less: accumulated depreciation and amortization (9,965 ) (7,902 ) Property and equipment, net $ 3,010 $ 3,505 |
Schedule of estimated useful lives of identified intangible assets | The identified intangible assets are being amortized using the straight-line method based on the following estimated useful lives: Years Marketing-based 7 Technology-based 4 - 10 Customer-based 7 - 16 Trademark-based 4 Workforce-based 10 Identified intangible assets consisted of the following at December 31, 2021 (dollars in thousands): Cost Accumulated Amortization Carrying Amount Weighted Average Remaining Life (In Years) Marketing-based $ 1,400 $ (1,253 ) $ 147 1.96 Technology-based 18,300 (15,791 ) 2,509 2.01 Customer-based 27,700 (10,506 ) 17,194 8.37 Workforce-based 380 (35 ) 345 9.10 $ 47,780 $ (27,585 ) $ 20,195 Identified intangible assets consisted of the following at December 31, 2020 (dollars in thousands): Cost Accumulated Amortization Carrying Amount Weighted Average Remaining Life (In Years) Marketing-based $ 1,400 $ (1,144 ) $ 256 2.59 Technology-based 18,300 (13,484 ) 4,816 2.56 Customer-based 22,100 (8,484 ) 13,616 9.05 $ 41,800 $ (23,112 ) $ 18,688 |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | The following table reconciles the elements of the Merger to the consolidated statements of cash flows and the consolidated statements of stockholders’ equity for the year ended December 31, 2021 (dollars in thousands): Recapitalization Cash proceeds from Crescent Crescent’s cash in trust account $ 253,395 Crescent’s cash and cash equivalents 20 Less: redemptions (155,372 ) Cash proceeds from PIPE Investment (1) 75,000 Cash proceeds from Forward Purchase Agreement (2) 25,000 Less: Cash payments to escrow (2,000 ) Less: Cash payments to stockholder representative expense holdback (100 ) Less: Cash payments of direct and incremental Merger transaction costs (36,252 ) Net cash proceeds from Merger and PIPE financing reflected as financing cash flows 159,691 Cash payments of indirect or non-incremental (2,085 ) Net cash proceeds from Merger and PIPE financing reflected as operating cash flows (2,085 ) Net cash proceeds from Merger and PIPE financing 157,606 Merger transaction costs not impacting additional paid-in 2,085 Non-cash 32,637 Non-cash 36 Non-cash 41 Less: warrant liability (2,008 ) Net contribution from Merger and PIPE financing $ 190,397 (1) Proceeds of $75.0 million from the Company’s private placement of an aggregate of 7,500,000 shares of Class A common stock at a per share price of $10.00 (the “PIPE Investment”). (2) Proceeds of $25.0 million from the Company’s private placement of an aggregate of 2,500,000 shares of Class A common stock at a per share price of $10.00 (the “Forward Purchase Agreement”). (3) Capitalized offering costs related to Forward Purchase Warrants which have been expensed in the consolidated statements of operations and comprehensive loss. Number of Class A common stock of Crescent, outstanding prior to Closing 24,988 Less: Redemption of Crescent Class A common stock (15,321 ) Class A common stock issued in PIPE Investment (1) 7,500 Class A common stock issued under Forward Purchase Agreement (2) 2,500 Shares of Crescent common stock prior to Closing 19,667 Class F common stock of Crescent converted into Class A common stock on a one-for-one 6,250 Less: cancellation of Class F common stock of Crescent (2,925 ) Earn-Out 5,000 Recapitalization of Old LiveVox common stock into Class A common stock (5) 66,637 Shares of newly issued Class A common stock in connection with Closing 74,962 Shares of Class A common stock outstanding as of the Closing Date, including Escrowed Shares 94,629 Less: Escrowed Shares (6) (7,544 ) Total shares of Class A common stock outstanding as of the Closing Date, excluding Escrowed Shares 87,085 (1) See footnote (1) to the preceding table. (2) See footnote (2) to the preceding table. (3) Includes a total of 2,543,750 shares of converted Class A common stock held by the SPAC sponsor and certain independent directors (the “Lock-Up (4) As additional consideration payable to the LiveVox Stockholder, the Company issued 5,000,000 shares of Class A common stock (the “Earn-Out (5) The number of Old LiveVox shares was determined from 1,000 shares of Old LiveVox common stock outstanding immediately prior to the closing of the Merger converted at the exchange ratio of 66,637 established in the Merger. (6) 2,543,750 Lock-Up Earn-Out paid-in released from escrow within the seven-year period beginning June 18, 2021 will be forfeited and canceled for no consideration. The Escrowed Shares are treated as equity-linked instruments as opposed to shares outstanding, and as such are not included in shares outstanding on the Company’s consolidated balance sheets. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition | The following tables present the total cost of the asset acquisition and the allocation to the assets acquired and liabilities assumed based upon their relative fair value at the Asset Acquisition Date (dollars in thousands): Amount Cost of the asset acquisition Base purchase price $ 750 Contingent consideration 5,969 Direct transaction costs 284 Total cost of the asset acquisition $ 7,003 Amount Assets acquired Cash and cash equivalents $ 784 Restricted cash 826 Accounts receivable, net 696 Deposits and other 78 Property and equipment, net 76 Intangible assets, net: Customer relationships 5,600 Acquired workforce 380 Total assets acquired 8,440 Liabilities assumed Accounts payable 439 Accrued expenses and other 182 Short-term debt 816 Total liabilities assumed 1,437 Net identifiable assets acquired $ 7,003 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of information about accounts receivable, net, and contract liabilities from contracts with customers | The following table provides information about accounts receivable, net, and contract liabilities from contracts with customers. The Company did not have any contract assets as of December 31, 2021 or December 31, 2020 (dollars in thousands): December 31, December 31, Accounts receivable, net $ 20,128 $ 13,817 Contract liabilities, current (deferred revenue) 1,307 1,140 Contract liabilities, non-current 456 237 Changes in the contract liabilities balances are as follows (dollars in thousands): December 31, December 31, $ Change Contract liabilities (deferred revenue) $ 1,762 $ 1,377 $ 385 |
Marketable Securities - (Tables
Marketable Securities - (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment In Debt Securities | The following table presents the amortized cost, gross unrealized gains and losses, and fair value of the Company’s debt securities at December 31, 2021 aggregated by major security type (dollars in thousands): Amortized Gross Gross Fair Value U.S. corporate securities $ 39,370 $ 5 $ (154 ) $ 39,221 U.S. government securities 2,997 — (1 ) 2,996 Asset-backed securities 6,439 1 (22 ) 6,418 Other debt securities 745 — (6 ) 739 Total available for sale securities 49,551 6 (183 ) 49,374 Total debt securities $ 49,551 $ 6 $ (183 ) $ 49,374 The following table presents the amortized cost and fair value of the Company’s debt securities by contractual maturities at December 31, 2021 (dollars in thousands): As of December 31, 2021 Amortized Fair Due in one year or less $ 8,858 $ 8,847 Due after one year through five years 40,693 40,527 Total available for sale securities 49,551 49,374 Total debt securities $ 49,551 $ 49,374 Proceeds from sales of debt securities and the associated gains and losses during the years ended December 31, 2021, 2020, and 2019 are listed below (dollars in thousands): Years Ended December 31, 2021 2020 2019 Available for sale debt securities: Proceeds from sales of debt securities $ 1,250 $ — $ — Gross realized gains 4 — — Gross realized losses — — — |
Schedule of Unrealized Loss on Investments | The following table presents the amortized cost and fairvalue of the Company’s debt securities that are in an unrealized loss position and for which an other-than-temporary impairment has not been recognized in earnings at December 31, 2021 (dollars in thousands): In Unrealized Loss In Unrealized Fair Gross Fair Gross U.S. corporate securities $ 35,961 $ (154 ) $ — $ — U.S. government securities 2,996 (1 ) — — Asset-backed securities 4,938 (22 ) — — Other debt securities 739 (6 ) — — Total available for sale securities 44,634 (183 ) — — Total debt securities $ 44,634 $ (183 ) $ — $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of estimated useful lives of property and equipment | Depreciation of property and equipment is provided using the straight-line method based on the following estimated useful lives: Years Computer equipment 3 - 5 Computer software 3 Furniture and fixtures 5 - 10 Leasehold improvements 5 Website development 2 Property and equipment consisted of the following at December 31, 2021 and 2020 (dollars in thousands): December 31, December 31, Computer software $ 1,253 $ 1,226 Computer equipment 9,063 7,965 Furniture and fixtures 1,181 1,152 Leasehold improvements 1,478 1,064 Total 12,975 11,407 Less: accumulated depreciation and amortization (9,965 ) (7,902 ) Property and equipment, net $ 3,010 $ 3,505 |
Goodwill and Identified Intan_2
Goodwill and Identified Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020, are as follows (dollars in thousands): December 31, December 31, Balance, beginning of period $ 47,481 $ 47,461 Addition — 20 Balance, end of period $ 47,481 $ 47,481 |
Schedule of estimated useful lives of identified intangible assets | The identified intangible assets are being amortized using the straight-line method based on the following estimated useful lives: Years Marketing-based 7 Technology-based 4 - 10 Customer-based 7 - 16 Trademark-based 4 Workforce-based 10 Identified intangible assets consisted of the following at December 31, 2021 (dollars in thousands): Cost Accumulated Amortization Carrying Amount Weighted Average Remaining Life (In Years) Marketing-based $ 1,400 $ (1,253 ) $ 147 1.96 Technology-based 18,300 (15,791 ) 2,509 2.01 Customer-based 27,700 (10,506 ) 17,194 8.37 Workforce-based 380 (35 ) 345 9.10 $ 47,780 $ (27,585 ) $ 20,195 Identified intangible assets consisted of the following at December 31, 2020 (dollars in thousands): Cost Accumulated Amortization Carrying Amount Weighted Average Remaining Life (In Years) Marketing-based $ 1,400 $ (1,144 ) $ 256 2.59 Technology-based 18,300 (13,484 ) 4,816 2.56 Customer-based 22,100 (8,484 ) 13,616 9.05 $ 41,800 $ (23,112 ) $ 18,688 |
Schedule of future amortization of finite-lived intangible assets | Future amortization of identified intangible assets at December 31, 2021 is shown below (dollars in thousands): As of December 31, 2021 Amount 2022 $ 3,479 2023 3,189 2024 2,328 2025 2,114 2026 and beyond 9,085 Total future identified intangible asset amortization $ 20,195 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consisted of the following at December 31, 2021 and 2020 (dollars in thousands): December 31, December 31, Accrued bonuses $ 3,580 $ 3,602 Accrued paid time off 2,802 2,240 Accrued commissions 2,748 1,036 Other accrued expenses 4,725 4,789 Total accrued expenses $ 13,855 $ 11,667 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of lease cost | The components of lease expenses were as follows (dollars in thousands): Years Ended December 31, 2021 2020 2019 Operating lease cost $ 2,059 $ 1,515 $ — Finance lease cost: Amortization of right-of-use $ 462 $ 534 $ 522 Interest on lease liabilities 16 59 119 Total finance lease cost $ 478 $ 593 $ 641 Supplemental cash flow information related to leases was as follows (dollars in thousands): Years Ended December 31, 2021 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used in operating leases $ 2,104 $ 1,608 $ — Financing cash used in finance leases 408 810 1,022 Right-of-use Operating leases $ 3,246 $ 997 $ — Finance leases — 74 403 |
Schedule of supplemental balance sheet information | Supplemental balance sheet information related to leases was as follows (dollars in thousands): December 31, December 31, Operating Leases Operating lease right-of-use $ 5,483 $ 3,858 Operating lease liabilities: Operating lease liabilities—current $ 1,946 $ 1,353 Operating lease liabilities—less current portion 4,046 3,088 Total operating lease liabilities $ 5,992 $ 4,441 Finance Leases Property and equipment, gross $ 2,182 $ 2,182 Less: accumulated depreciation and amortization (1,621 ) (1,159 ) Property and equipment, net $ 561 $ 1,023 Finance lease liabilities: Finance lease liabilities—current $ 26 $ 392 Finance lease liabilities—less current portion 11 38 Total finance lease liabilities $ 37 $ 430 Weighted average remaining terms were as follows: December 31, December 31, Weighted average remaining lease term Operating Leases 3.58 years 3.64 years Finance Leases 1.67 years 1.05 years Weighted average discount rates were as follows: December 31, December 31, Weighted average discount rate Operating Leases 8.1 % 6.9 % Finance Leases 7.5 % 7.6 % |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities were as follows (dollars in thousands): As of December 31, 2021 Operating Leases Finance Leases 2022 $ 2,301 $ 28 2023 1,880 11 2024 1,168 — 2025 997 — 2026 and beyond 429 — Total lease payments 6,775 39 Less: imputed interest (783 ) (2 ) Total $ 5,992 $ 37 |
Finance Lease, Liability, Fiscal Year Maturity | Maturities of lease liabilities were as follows (dollars in thousands): As of December 31, 2021 Operating Leases Finance Leases 2022 $ 2,301 $ 28 2023 1,880 11 2024 1,168 — 2025 997 — 2026 and beyond 429 — Total lease payments 6,775 39 Less: imputed interest (783 ) (2 ) Total $ 5,992 $ 37 |
Borrowings Under Term Loan an_2
Borrowings Under Term Loan and Line of Credit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | At December 31, 2021 and 2020, term loan borrowings were as follows (dollars in thousands): December 31, December 31, Total term loan obligations $ 55,020 $ 56,044 Less: current portion of term loan (561 ) (1,440 ) Long-term term loan obligations $ 54,459 $ 54,604 |
Schedule of principal maturities of long-term debt | Aggregate principal maturities of the term loan as of December 31, 2021 was as follows (dollars in thousands): As of December 31, 2021 Amount to 2022 $ 561 2023 982 2024 1,753 2025 52,158 Total $ 55,454 |
Schedule of debt | The net carrying amount of the liability component of the term loan was as follows (dollars in thousands): December 31, December 31, Principal $ 55,454 $ 56,454 Unamortized issuance costs (434 ) (410 ) Net carrying amount $ 55,020 $ 56,044 |
Analysis of the Changes in Ac_2
Analysis of the Changes in Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of accumulated other comprehensive loss | Following is an analysis of the changes in the accumulated other comprehensive loss, net of applicable taxes, at December 31, 2021 and 2020 (dollars in thousands): December 31, 2020 Foreign currency Unrealized loss Total accumulated Balance, beginning of period $ (218 ) $ — $ (218 ) Other comprehensive income 12 — 12 Balance, end of period $ (206 ) $ — $ (206 ) December 31, 2021 Foreign currency Unrealized loss Total accumulated Balance, beginning of period $ (206 ) $ — $ (206 ) Other comprehensive loss (94 ) (177 ) (271 ) Balance, end of period $ (300 ) $ (177 ) $ (477 ) |
Components of other comprehensive income (loss) | Components of other comprehensive income (loss) and related taxes for the years ended December 31, 2021, 2020 and 2019 are as follows (dollars in thousands): Years Ended December 31, 2021 2020 2019 Before Tax Net of Before Tax Net Before Tax Net Foreign currency translation adjustment $ (94 ) $ — $ (94 ) $ 11 $ 1 $ 12 $ (47 ) $ (1 ) $ (48 ) Unrealized loss on marketable securities (177 ) — (177 ) — — — — — — Total other comprehensive income (loss) $ (271 ) $ — $ (271 ) $ 11 $ 1 $ 12 $ (47 ) $ (1 ) $ (48 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock-based compensation expense | The following tables present the Company’s stock-based compensation expense by award type and financial statement line for the years ended December 31, 2021, 2020 and 2019 (dollars in thousands): Years Ended December 31, 2021 2020 2019 Equity-classified awards: MIUs $ 556 $ 556 $ — RSUs—employee (1) 2,949 — — RSUs—nonemployee (2) 12 — — PSUs—employee (1) 388 — — Total equity-classified awards 3,905 556 — Total stock-based compensation $ 3,905 $ 556 $ — (1) Represents awards granted to employees, executive officers and directors of the Company. Nonemployee directors acting in their role as members of a board of directors are treated as employees if (a) those directors were elected by the Company’s shareholders and (b) the awards granted to nonemployee directors are for their services as directors but not for other services. (2) Represents awards granted to consultants of the Company. Years Ended December 31, 2021 2020 2019 Cost of revenue $ 500 $ 57 $ — Sales and marketing expense 865 113 — General and administrative expense 1,169 273 — Research and development expense 1,371 113 — Total stock-based compensation $ 3,905 $ 556 $ — As of December 31, 2021, unrecognized stock-based compensation expense related to nonvested awards by award type and their expected weighted-average recognition periods are summarized in the following table (dollars in thousands): Unrecognized Weighted- Equity-classified awards: MIUs $ 1,668 3.00 years RSUs—employee 29,014 3.53 years RSUs—nonemployee 115 3.47 years PSUs—employee 10,097 10.43 years Total equity-classified awards 40,894 Total unrecognized stock-based compensation $ 40,894 (1) The weighted-average recognition period is calculated as the sum of the weighted remaining period to recognize expense for nonvested awards divided by the sum of the shares that are expected to vest for all awards that have not vested or expired by the end of the reporting period. For awards that the straight-line method is used for expense recognition, the remaining recognition period is the amount of time between the end of the reporting period and the end of the entire award. For awards that the accelerated attribution method is used for expense recognition, the remaining recognition period is the amount of time between the end of the reporting period and the end of each separately vesting portion of the award. |
Schedule of stock-based compensation by award | RSU activities for the year ended December 31, 2021 are summarized as follows (in thousands, except for per share data): Equity-classified RSUs - employee Number of Weighted- Weighted- Outstanding at December 31, 2020 — $ — Granted 5,072 6.44 Vested — — Forfeited (110 ) 6.33 Outstanding at December 31, 2021 4,962 $ 6.44 1.86 years Equity-classified RSUs Number of Weighted- Weighted- Outstanding at December 31, 2020 — $ — Granted 20 6.51 Vested — — Forfeited — — Outstanding at December 31, 2021 20 $ 6.51 1.69 years (1) The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding, expected to vest or currently exercisable by the end of the reporting period. The weighted average assumptions (weighted by relative grant date fair value) used to value PSUs during the periods presented are as follows: December 31, Stock price $ 6.13 Measurement period 30.00 years Expected volatility 47.50 % Risk-free rate 1.89 % Vesting hurdle 1 $ 12.50 Vesting hurdle 2 $ 15.00 Vesting hurdle 3 $ 17.50 PSU activities for the year ended December 31, 2021 are summarized as follows (in thousands, except for per share data): Equity-classified PSUs - employee Number of Weighted- Weighted- Outstanding at December 31, 2020 — $ — Granted 1,612 6.50 Vested — — Forfeited — — Outstanding at December 31, 2021 1,612 $ 6.50 10.43 years (1) The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding, expected to vest or currently exercisable by the end of the reporting period. The weighted average assumptions (weighted by relative grant date fair value) used to value MIUs during the periods presented are as follows: December 31, December 31, December 31, Holding period 2.00 years 2.00 years 2.00 years Volatility 45.0 % 45.0 % 45.0 % Discount for lack of marketability 28.0 % 28.0 % 28.0 % Risk-free rate 1.6 % 1.6 % 1.6 % MIU activities for the years ended December 31, 2021, 2020 and 2019 are summarized as follows (in thousands, except for per share data): Number of Weighted- Weighted- Outstanding at December 31, 2018 — $ — Granted 3,518 0.79 Vested — — Forfeited — — Outstanding at December 31, 2019 3,518 $ 0.79 Granted — — Vested — — Forfeited — — Outstanding at December 31, 2020 3,518 $ 0.79 Granted — — Vested (704 ) 0.79 Forfeited — — Outstanding at December 31, 2021 2,814 $ 0.79 1.50 years (1) The weighted-average remaining contractual term is calculated as the sum of the weighted amount of time between the reporting period end and the vest date divided by the sum of the shares that are outstanding, expected to vest or currently exercisable by the end of the reporting period. |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of revenue by geographic area | The following table disaggregates the Company’s revenue by geographic area for the years ended December 31, 2021, 2020, and 2019 (dollars in thousands): Years Ended December 31, 2021 2020 2019 United States $ 111,836 $ 97,034 $ 90,522 Americas (excluding United States) 2,808 1,870 1,227 Asia 4,450 3,509 864 Europe 137 132 142 Total revenue $ 119,231 $ 102,545 $ 92,755 |
Schedule of property and equipment, net by location | The following table summarizes total property and equipment, net in the respective locations at December 31, 2021 and 2020 (dollars in thousands): December 31, December 31, United States $ 1,989 $ 3,174 Americas (excluding United States) 367 192 Asia 654 139 Property and equipment, net $ 3,010 $ 3,505 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes charged to operations consisted of the following for the years ended December 31, 2021, 2020 and 2019 (dollars in thousands): 2021 2020 2019 Current tax expense: Federal $ — $ (2 ) $ (2 ) State 47 8 188 Foreign 310 317 251 Total current tax expense 357 323 437 Deferred tax expense: Federal 3 2 2 State (186 ) (124 ) (282 ) Foreign (8 ) (5 ) (8 ) Total deferred tax benefit (191 ) (127 ) (288 ) Provision for income taxes $ 166 $ 196 $ 149 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the Company’s federal statutory tax rate and its effective tax rate for the years ended December 31, 2021, 2020 and 2019 is as follows: 2021 2020 2019 Federal statutory tax rate 21.00 % 21.00 % 21.00 % State tax, net of federal benefit 3.01 % 3.93 % 0.55 % Meals and entertainment (0.11 )% (1.07 )% (1.69 )% Global intangible low-taxed (0.07 )% (2.41 )% (1.07 )% Nondeductible stock-based compensation (0.11 )% (2.83 )% 0.00 % Nondeductible compensation (2.15 )% 0.00 % 0.00 % Transaction costs (2.61 )% 0.00 % 0.00 % Prior year provision to return true-up 0.16 % (2.13 )% (1.16 )% Change in valuation allowance (19.20 )% (18.90 )% (19.94 )% Foreign tax differential and permanent items (0.07 )% (2.27 )% 0.07 % Other (0.01 )% (0.08 )% (0.06 )% Effective tax rate (0.16 )% (4.76 )% (2.30 )% |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities consisted of the following at December 31, 2021 and 2020 (dollars in thousands): 2021 2020 Deferred tax assets: Net operating loss carryforward $ 26,828 $ 9,779 SPAC Transaction 944 — Compensation accruals 1,326 675 Share based compensation 807 — Foreign tax credits 487 552 Bad debt reserve 319 321 Interest expense limitation 1,080 274 Lease liability 1,489 1,119 Other 398 265 Total deferred tax assets 33,678 12,985 Deferred tax liabilities: Capitalized commissions (2,346 ) (1,192 ) Right-of-use (1,363 ) (972 ) Other intangibles amortization (2,447 ) (3,423 ) Other (274 ) (168 ) Total deferred tax liabilities (6,430 ) (5,755 ) Net deferred tax assets before valuation allowance 27,248 7,230 Valuation allowance (27,250 ) (7,423 ) Net deferred tax liabilities $ (2 ) $ (193 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of assets and liabilities measured on a non-recurring basis | The following table sets forth the fair value of the Company’s assets and liabilities at December 31, 2021 (dollars in thousands): Level 1 Level 2 Level 3 Totals Cash and cash equivalents $ 47,217 $ — $ — $ 47,217 Restricted cash 100 — — 100 Marketable securities — 49,374 — 49,374 Total assets $ 47,317 $ 49,374 $ — $ 96,691 Term loan $ — $ 55,020 $ — $ 55,020 Finance lease obligations — 37 — 37 Warrant liability—Forward Purchase Warrants — — 767 767 Total liabilities $ — $ 55,057 $ 767 $ 55,824 The following table sets forth the fair value of the Company’s assets and liabilities at December 31, 2020 (dollars in thousands): Level 1 Level 2 Level 3 Totals Cash and cash equivalents $ 18,098 $ — $ — $ 18,098 Restricted cash 1,468 — — 1,468 Total assets $ 19,566 $ — $ — $ 19,566 Term loan $ — $ 56,044 $ — $ 56,044 Finance lease obligations — 430 — 430 VCIP/OBIP liability — — 286 286 Total liabilities $ — $ 56,474 $ 286 $ 56,760 |
Schedule of valuation assumptions | The following table provides quantitative information regarding assumptions used in the Black Scholes option-pricing model to determine the fair value of the Forward Purchase Warrants: December 31, June 18, 2021 Stock price $ 5.15 $ 9.12 Exercise price $ 11.50 $ 11.50 Contractual term 4.50 years 5.00 years Expected volatility 47.50 % 37.50 % Risk-free rate 1.20 % 0.90 % Dividend yield 0.00 % 0.00 % |
Schedule of changes in fair value of level 3 liabilities | The changes in fair value of the Level 3 liabilities are as follows (dollars in thousands): December 31, December 31, Balance, beginning of period $ 286 $ 286 VCIP/OBIP liability transferred out of Level 3 (286 ) — Closing-date fair value of warrant liability 2,008 — Changes in fair value of warrant liability (1,241 ) — Balance, end of period $ 767 $ 286 |
Basic and Diluted Loss Per Sh_2
Basic and Diluted Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of loss per share | The computation of loss per share and weighted average shares of the Company’s common stock outstanding for the years ended December 31, 2021, 2020, and 2019 are as follows (in thousands, except per share data): Years Ended December 31, 2021 2020 2019 Numerator: Loss attributable to common stockholders—basic and diluted $ (103,194 ) $ (4,645 ) $ (6,913 ) Denominator: Weighted average shares outstanding—basic and diluted 79,964 66,637 66,637 Loss per share: Basic and diluted $ (1.29 ) $ (0.07 ) $ (0.10 ) |
Schedule of antidilutive securities excluded from the computation of earnings per share | The following outstanding common stock equivalents were either considered antidilutive or were contingently issuable upon the resolution of their contingencies, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented (in thousands): Years Ended 2021 2020 2019 Earn-Out 5,000 — — Lock-Up 2,544 — — Finders Agreement Shares (1) 1,644 — — Warrants to purchase common stock 13,333 — — RSUs 4,981 — — PSUs 1,612 — — Total 29,114 — — (1) Represents 1,643,750 Class A common stock to be issued only if the price of Class A common stock trading on Nasdaq exceeds certain thresholds during the seven-year period beginning June 18, 2021 through June 18, 2028, pursuant to the terms of the Finders Agreement. No contingent consideration shares were issued during the year ended December 31, 2021. |
Organization (Details)
Organization (Details) - Subsidiaries | Dec. 31, 2021subsidiary |
LiveVox, Inc. | |
Class of Stock [Line Items] | |
Number of operating subsidiaries | 4 |
LiveVox Private Solutions, LTD | LiveVox, Inc. | |
Class of Stock [Line Items] | |
Ownership percentage | 99.99% |
LiveVox Private Solutions, LTD | LiveVox International, Inc. | |
Class of Stock [Line Items] | |
Ownership percentage | 0.01% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | Jun. 18, 2021USD ($)$ / sharesshares | Mar. 17, 2021USD ($) | Mar. 17, 2020USD ($) | Dec. 19, 2019Recipientsshares | Dec. 31, 2014award_type | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)award_typeshares | Dec. 31, 2019USD ($)business | Jun. 16, 2021shares | Jan. 13, 2021$ / sharesshares | Mar. 07, 2019shares |
Debt Instrument [Line Items] | |||||||||||
Net cash provided by (used in) operating activities | $ (69,057,000) | $ 1,070,000 | $ 1,568,000 | ||||||||
Net cash proceeds from Merger and PIPE financing | $ 157,606,000 | ||||||||||
Restricted cash | 100,000 | 1,500,000 | |||||||||
Repayment of drawdown on line of credit | 0 | 4,672,000 | 0 | ||||||||
Cash equivalents | $ 0 | 0 | |||||||||
Restricted cash, temporary retention period | 10 years 6 months | ||||||||||
Allowance for doubtful accounts | $ 1,300,000 | 1,300,000 | 1,000,000 | ||||||||
Bad debt expense | 195,000 | 636,000 | 340,000 | ||||||||
Accounts receivable, writeoffs | 200,000 | 300,000 | 300,000 | ||||||||
Goodwill impairment charge | 0 | 0 | 0 | ||||||||
Impairment of long-lived assets | $ 0 | 0 | 0 | ||||||||
Deferred sales commission, amortization period | 5 years | ||||||||||
Amortization of deferred sales commissions | $ 2,052,000 | 1,259,000 | 889,000 | ||||||||
Deferred sales commission, impairment loss | 0 | 0 | 0 | ||||||||
Capitalized advertising | 0 | 0 | 0 | ||||||||
Advertising expense | 1,200,000 | 600,000 | 400,000 | ||||||||
Capitalized software development costs related to internal-use software | 0 | 0 | 0 | ||||||||
Number of incentive award types | award_type | 2 | ||||||||||
Stock-based compensation expense | 3,905,000 | 556,000 | 0 | ||||||||
Accrued bonuses | $ 3,580,000 | 3,602,000 | |||||||||
Number of warrants outstanding (in shares) | shares | 13,333,328 | ||||||||||
Number of common shares called by each warrant (in shares) | shares | 1 | 1 | |||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |||||||||
Warrant liability | $ 767,000 | $ 0 | |||||||||
Value Creation Incentive Plan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Allocated percentage for distribution | 15.00% | ||||||||||
Granted percentage | 9.30% | 9.30% | |||||||||
Vested percentage | 9.30% | 5.70% | |||||||||
Vesting period | 5 years | ||||||||||
Value Creation Incentive Plan | Executive | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stock-based compensation expense | 8,700,000 | ||||||||||
Accrued bonuses | 4,300,000 | ||||||||||
Option-Based Incentive Plan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of potential award units (in shares) | shares | 2,000,000 | ||||||||||
Number of award units granted (in shares) | shares | 1,800,000 | 1,800,000 | |||||||||
Number of award units vested (in shares) | shares | 1,800,000 | 1,500,000 | |||||||||
Vesting period | 5 years | ||||||||||
Value Creation Incentive Plan and Option-Based Incentive Plan, Cash Portion | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of incentive award types | award_type | 2 | ||||||||||
Total value of incentive plans | $ 68,700,000 | $ 21,200,000 | |||||||||
Value of vested incentive plans | 68,700,000 | 13,700,000 | |||||||||
Awards deemed probably of repurchase | 300,000 | ||||||||||
Stock-based compensation expense | $ 68,400,000 | ||||||||||
Value Creation Incentive Plan and Option-Based Incentive Plan, Cash Portion | Terminated Employee | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stock-based compensation expense | 800,000 | $ 100,000 | |||||||||
2021 Equity Incentive Plan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of potential award units (in shares) | shares | 9,770,000 | ||||||||||
Increase in common stock reserved for issuance as a percentage of shares outstanding | 5.00% | ||||||||||
Company One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of businesses acquired | business | 1 | ||||||||||
Company Two and Company Three | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of businesses acquired | business | 2 | ||||||||||
Private Warrants | Crescent | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants issued (in shares) | shares | 7,000,000 | ||||||||||
Public Warrant | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of warrants outstanding (in shares) | shares | 12,499,995 | ||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.01 | ||||||||||
Public Warrant | Crescent | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants issued (in shares) | shares | 12,499,995 | ||||||||||
Forward Purchase Warrant | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants issued (in shares) | shares | 833,333 | ||||||||||
Number of warrants outstanding (in shares) | shares | 833,333 | ||||||||||
Warrant liability | $ 2,000,000 | $ 800,000 | |||||||||
Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Typical contract term | 1 year | ||||||||||
Payment term | 10 days | ||||||||||
Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Typical contract term | 3 years | ||||||||||
Payment term | 60 days | ||||||||||
MIUs | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stock-based compensation expense | $ 556,000 | 556,000 | $ 0 | ||||||||
Share-based compensation expense, amortization period | 3 years | ||||||||||
MIUs | Management Incentive Unit Program | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Vesting period | 5 years | ||||||||||
Percent vested each anniversary | 20.00% | ||||||||||
Number of units issued (in shares) | shares | 3,518,096 | ||||||||||
Number of recipients | Recipients | 12 | ||||||||||
Share-based compensation expense, amortization period | 5 years | ||||||||||
RSUs | Employee | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stock-based compensation expense | $ 2,949,000 | 0 | $ 0 | ||||||||
Share-based compensation expense, amortization period | 3 years 6 months 10 days | ||||||||||
RSUs | Nonemployee | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stock-based compensation expense | $ 12,000 | 0 | 0 | ||||||||
Share-based compensation expense, amortization period | 3 years 5 months 19 days | ||||||||||
RSUs | 2021 Equity Incentive Plan | Nonemployee | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
RSUs | Minimum | 2021 Equity Incentive Plan | Employee | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Vesting period | 3 years | ||||||||||
RSUs | Maximum | 2021 Equity Incentive Plan | Employee | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Vesting period | 6 years | ||||||||||
PSUs | Employee | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stock-based compensation expense | $ 388,000 | $ 0 | $ 0 | ||||||||
Share-based compensation expense, amortization period | 10 years 5 months 4 days | ||||||||||
PSUs | Minimum | 2021 Equity Incentive Plan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
PSUs | Maximum | 2021 Equity Incentive Plan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Vesting period | 6 years | ||||||||||
Accounts Payable Benchmark | Supplier Concentration Risk | Two Largest Suppliers | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Concentration risk, percentage | 55.00% | ||||||||||
Accounts Payable Benchmark | Supplier Concentration Risk | One Supplier | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Concentration risk, percentage | 43.00% | ||||||||||
Revenue Benchmark | Professional Service | Professional Services | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Concentration risk, percentage | 2.00% | ||||||||||
Revolving Credit Facility | Amended Credit Facility Effective February 2018 | PNC Bank | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of drawdown on line of credit | $ 4,700,000 | $ 4,700,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of property and equipment useful lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Computer software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 3 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 10 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 5 years |
Website development | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, useful life | 2 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of finite lived intangible assets useful lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Marketing-based | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 7 years |
Technology-based | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 4 years |
Technology-based | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 10 years |
Customer-based | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 7 years |
Customer-based | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 16 years |
Trademark-based | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 4 years |
Workforce-based | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 10 years |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 02, 2021 | Jun. 18, 2021 | Dec. 31, 2021 |
Reverse Recapitalization [Abstract] | |||
Value of shares issued to company stockholders | $ 666,400 | ||
Value per share issued to company stockholders (in dollars per share) | $ 10 | ||
Net cash proceeds from Merger and PIPE financing | $ 157,606 | ||
Shares of newly issued Class A common stock in connection with Closing (in shares) | 33,609 | 74,962,092 | |
Incurred direct and incremental transaction costs | $ 4,500 | $ 2,600 | |
Total transaction costs expensed as incurred | 2,000 | ||
Transaction costs expensed as incurred | $ 1,300 |
Reverse Recapitalization - Sche
Reverse Recapitalization - Schedule of Reverse Recapitalization (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 18, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash proceeds from Crescent | ||||
Crescent's cash in trust account | $ 253,395 | |||
Crescent's cash and cash equivalents | 20 | |||
Less: redemptions | (155,372) | |||
Cash proceeds from PIPE Investment | 75,000 | |||
Cash proceeds from Forward Purchase Agreement | 25,000 | |||
Less: Cash payments to escrow | (2,000) | |||
Less: Cash payments to stockholder representative expense holdback | (100) | |||
Less: Cash payments of direct and incremental Merger transaction costs | (36,252) | |||
Net cash proceeds from Merger and PIPE financing reflected as financing cash flows | 159,691 | $ 159,691 | $ 0 | $ 0 |
Cash payments of indirect or non-incremental Merger transaction costs | (2,085) | |||
Net cash proceeds from Merger and PIPE financing reflected as operating cash flows | (2,085) | |||
Net cash proceeds from Merger and PIPE financing | 157,606 | |||
Merger transaction costs not impacting additional paid-in capital | 2,085 | |||
Non-cash VCIP/OBIP stock bonus | 32,637 | |||
Non-cash net assets assumed from Crescent | 36 | |||
Non-cash offering cost associated with warrant liability | 41 | |||
Less: warrant liability | (2,008) | |||
Net contribution from Merger and PIPE financing | $ 190,397 | |||
Class A common stock issued (in shares) | 7,500,000 | |||
Per share price on the Closing Date (in dollars per share) | $ 10 | |||
Class A Common Stock, Forward Purchase Agreement | ||||
Cash proceeds from Crescent | ||||
Class A common stock issued (in shares) | 2,500,000 | |||
Per share price on the Closing Date (in dollars per share) | $ 10 |
Reverse Recapitalization - Sc_2
Reverse Recapitalization - Schedule of shares outstanding (Details) | Nov. 02, 2021shares | Jun. 18, 2021shares | Dec. 31, 2021shares | Jun. 17, 2021shares | Dec. 31, 2020shares | Dec. 31, 2019shares | Dec. 31, 2018shares |
Schedule of Reverse Recapitalization [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 87,084,637 | 90,696,977 | 66,637,092 | ||||
Class A common stock issued (in shares) | 7,500,000 | ||||||
Conversion ratio of common stock | 1 | ||||||
Common stock converted (in shares) | 66,637,000 | ||||||
Shares of newly issued Class A common stock in connection with Closing (in shares) | 33,609 | 74,962,092 | |||||
Common stock, shares outstanding including shares held in escrow (in shares) | 94,629,000 | 98,240,727 | |||||
Earn-out period | 7 years | ||||||
Exchange ratio | 66,637 | ||||||
Common Stock | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Shares of newly issued Class A common stock in connection with Closing (in shares) | 24,060,000 | ||||||
Number of shares outstanding (in shares) | 90,697,000 | 66,637,000 | 66,637,000 | 66,637,000 | |||
Previously Reported | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 1,000 | ||||||
Previously Reported | Common Stock | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Number of shares outstanding (in shares) | 1,000 | 1,000 | 1,000 | 1,000 | |||
Common Shareholders | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Earn-Out Shares placed into an escrow account (in shares) | 5,000,000 | ||||||
Sponsor Members | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Earn-Out Shares placed into an escrow account (in shares) | 2,543,750 | ||||||
Class A Common Stock, Private Placement | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Class A common stock issued (in shares) | 7,500,000 | ||||||
Class A Common Stock, Forward Purchase Agreement | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Class A common stock issued (in shares) | 2,500,000 | ||||||
Class A common stock | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Common stock converted (in shares) | 6,250,000 | ||||||
Common Class F | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Less: cancellation of Class F common stock of Crescent (in shares) | (2,925,000) | ||||||
Escrowed Shares | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Earn-Out Shares placed into an escrow account (in shares) | (7,544) | ||||||
Lock-Up Shares | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Earn-Out Shares placed into an escrow account (in shares) | 2,543,750 | ||||||
Shares of newly issued Class A common stock in connection with Closing (in shares) | 0 | ||||||
Earn-Out Shares | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Earn-Out Shares placed into an escrow account (in shares) | 5,000,000 | ||||||
Shares of newly issued Class A common stock in connection with Closing (in shares) | 0 | ||||||
Crescent | |||||||
Schedule of Reverse Recapitalization [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 24,988,000 | ||||||
Less: Redemption of Crescent Class A common stock (in shares) | (15,321,000) | ||||||
Shares of Crescent common stock prior to Closing (in shares) | 19,667,000 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Feb. 05, 2021 | Dec. 16, 2019 | Dec. 31, 2021 |
Workforce-based | |||
Asset Acquisition [Line Items] | |||
Finite-lived intangible asset, useful life | 10 years | ||
Engage Holdings, LLC (d/b/a "BusinessPhone.com" | |||
Asset Acquisition [Line Items] | |||
Total cost of asset acquisition | $ 7,000 | $ 7,400 | |
Total cost of asset acquisition | 7,003 | ||
Contingent consideration | 5,969 | ||
Accrued contingent consideration | $ 0 | ||
Engage Holdings, LLC (d/b/a "BusinessPhone.com" | Customer relationships | |||
Asset Acquisition [Line Items] | |||
Intangible assets, net | $ 5,600 | ||
Finite-lived intangible asset, useful life | 10 years | ||
Engage Holdings, LLC (d/b/a "BusinessPhone.com" | Workforce-based | |||
Asset Acquisition [Line Items] | |||
Intangible assets, net | $ 380 | ||
Finite-lived intangible asset, useful life | 10 years | ||
SpeechIQ LLC | |||
Asset Acquisition [Line Items] | |||
Contingent consideration transferred | $ 1,100 |
Acquisitions - Schedule of asse
Acquisitions - Schedule of asset acquisition (Details) - Engage Holdings, LLC (d/b/a "BusinessPhone.com" $ in Thousands | Feb. 05, 2021USD ($) |
Cost of the asset acquisition | |
Base purchase price | $ 750 |
Contingent consideration | 5,969 |
Direct transaction costs | 284 |
Total cost of the asset acquisition | 7,003 |
Assets acquired | |
Cash and cash equivalents | 784 |
Restricted cash | 826 |
Accounts receivable, net | 696 |
Deposits and other | 78 |
Property and equipment, net | 76 |
Total assets acquired | 8,440 |
Liabilities assumed | |
Accounts payable | 439 |
Accrued expenses and other | 182 |
Short-term debt | 816 |
Total liabilities assumed | 1,437 |
Net identifiable assets acquired | 7,003 |
Customer relationships | |
Assets acquired | |
Intangible assets, net | 5,600 |
Acquired workforce | |
Assets acquired | |
Intangible assets, net | $ 380 |
Revenue (Details)
Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 0 | $ 0 |
Accounts receivable, net | 20,128,000 | 13,817,000 |
Contract liabilities, current (deferred revenue) | 1,307,000 | 1,140,000 |
Contract liabilities, non-current (deferred revenue) | 456,000 | 237,000 |
Contract liabilities (deferred revenue) | 1,762,000 | $ 1,377,000 |
Change in contract liabilities | $ 385,000 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining amount of performance obligation | $ 160.2 | |
Revenue recognized which was included in the deferred revenue balance at the beginning of the period | $ 1.2 | $ 0.7 |
Minimum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Typical contract term | 1 year | |
Maximum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Typical contract term | 3 years | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining amount of performance obligation | $ 80.2 | |
Expected timing of satisfaction | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining amount of performance obligation | $ 80 | |
Expected timing of satisfaction | 66 months |
Marketable Securities - Amortiz
Marketable Securities - Amortized Cost, Gross Unrealized Gains and Losses and Fair Value of Debt Securities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 49,551 |
Gross Unrealized Gain | 6 |
Gross Unrealized Loss | (183) |
Fair Value | 49,374 |
U.S. corporate securities | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 39,370 |
Gross Unrealized Gain | 5 |
Gross Unrealized Loss | (154) |
Fair Value | 39,221 |
U.S. government securities | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 2,997 |
Gross Unrealized Gain | 0 |
Gross Unrealized Loss | (1) |
Fair Value | 2,996 |
Asset-backed securities | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 6,439 |
Gross Unrealized Gain | 1 |
Gross Unrealized Loss | (22) |
Fair Value | 6,418 |
Other debt securities | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 745 |
Gross Unrealized Gain | 0 |
Gross Unrealized Loss | (6) |
Fair Value | $ 739 |
Marketable Securities - Maturit
Marketable Securities - Maturity of Debt Securities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Amortized Cost | |
Due in one year or less | $ 8,858 |
Due after one year through five years | 40,693 |
Amortized Cost | 49,551 |
Fair Value | |
Due in one year or less | 8,847 |
Due after one year through five years | 40,527 |
Fair Value | $ 49,374 |
Marketable Securities - Proceed
Marketable Securities - Proceeds from Sales of Debt Securities and the Associated Gains and Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Available for sale debt securities: | |||
Proceeds from sale of marketable securities | $ 1,250 | $ 0 | $ 0 |
Gross realized gains | 4 | 0 | 0 |
Gross realized losses | $ 0 | $ 0 | $ 0 |
Marketable Securities - Unreali
Marketable Securities - Unrealized Loss Position (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
AFS, Less than 12 months, Fair Value | $ 44,634 |
AFS, Less than 12 months, Gross Unrealized losses | (183) |
AFS, 12 months or longer, Fair Value | 0 |
AFS, 12 months or longer, Gross Unrealized Losses | 0 |
Total available for sale securities | |
Debt Securities, Available-for-sale [Line Items] | |
AFS, Less than 12 months, Fair Value | 44,634 |
AFS, Less than 12 months, Gross Unrealized losses | (183) |
AFS, 12 months or longer, Fair Value | 0 |
AFS, 12 months or longer, Gross Unrealized Losses | 0 |
U.S. corporate securities | |
Debt Securities, Available-for-sale [Line Items] | |
AFS, Less than 12 months, Fair Value | 35,961 |
AFS, Less than 12 months, Gross Unrealized losses | (154) |
AFS, 12 months or longer, Fair Value | 0 |
AFS, 12 months or longer, Gross Unrealized Losses | 0 |
U.S. government securities | |
Debt Securities, Available-for-sale [Line Items] | |
AFS, Less than 12 months, Fair Value | 2,996 |
AFS, Less than 12 months, Gross Unrealized losses | (1) |
AFS, 12 months or longer, Fair Value | 0 |
AFS, 12 months or longer, Gross Unrealized Losses | 0 |
Asset-backed securities | |
Debt Securities, Available-for-sale [Line Items] | |
AFS, Less than 12 months, Fair Value | 4,938 |
AFS, Less than 12 months, Gross Unrealized losses | (22) |
AFS, 12 months or longer, Fair Value | 0 |
AFS, 12 months or longer, Gross Unrealized Losses | 0 |
Other debt securities | |
Debt Securities, Available-for-sale [Line Items] | |
AFS, Less than 12 months, Fair Value | 739 |
AFS, Less than 12 months, Gross Unrealized losses | (6) |
AFS, 12 months or longer, Fair Value | 0 |
AFS, 12 months or longer, Gross Unrealized Losses | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | $ 12,975 | $ 11,407 | |
Less: accumulated depreciation and amortization | (9,965) | (7,902) | |
Property and equipment, net | 3,010 | 3,505 | |
Depreciation and amortization | 2,106 | 1,876 | $ 1,559 |
Amortization expense | 200 | 200 | 200 |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 1,253 | 1,226 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 9,063 | 7,965 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 1,181 | 1,152 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross | 1,478 | 1,064 | |
Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 2,100 | $ 1,900 | $ 1,600 |
Goodwill and Identified Intan_3
Goodwill and Identified Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill impairment charge | $ 0 | $ 0 | $ 0 |
Amortization of identified intangible assets | $ 4,473 | $ 4,189 | $ 3,335 |
Goodwill and Identified Intan_4
Goodwill and Identified Intangible Assets - Schedule of changes in the carrying amount of goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | $ 47,481 | $ 47,461 |
Addition | 0 | 20 |
Balance, end of period | $ 47,481 | $ 47,481 |
Goodwill and Identified Intan_5
Goodwill and Identified Intangible Assets - Schedule of finite-lived intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 47,780 | $ 41,800 |
Accumulated Amortization | (27,585) | (23,112) |
Carrying Amount | 20,195 | 18,688 |
Marketing-based | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,400 | 1,400 |
Accumulated Amortization | (1,253) | (1,144) |
Carrying Amount | $ 147 | $ 256 |
Weighted Average Remaining Life (In Years) | 1 year 11 months 15 days | 2 years 7 months 2 days |
Technology-based | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 18,300 | $ 18,300 |
Accumulated Amortization | (15,791) | (13,484) |
Carrying Amount | $ 2,509 | $ 4,816 |
Weighted Average Remaining Life (In Years) | 2 years 3 days | 2 years 6 months 21 days |
Customer-based | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 27,700 | $ 22,100 |
Accumulated Amortization | (10,506) | (8,484) |
Carrying Amount | $ 17,194 | $ 13,616 |
Weighted Average Remaining Life (In Years) | 8 years 4 months 13 days | 9 years 18 days |
Workforce-based | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 380 | |
Accumulated Amortization | (35) | |
Carrying Amount | $ 345 | |
Weighted Average Remaining Life (In Years) | 9 years 1 month 6 days |
Goodwill and Identified Intan_6
Goodwill and Identified Intangible Assets - Schedule of future amortization of finite-lived intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 3,479 | |
2023 | 3,189 | |
2024 | 2,328 | |
2025 | 2,114 | |
2026 and beyond | 9,085 | |
Carrying Amount | $ 20,195 | $ 18,688 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued bonuses | $ 3,580 | $ 3,602 |
Accrued paid time off | 2,802 | 2,240 |
Accrued commissions | 2,748 | 1,036 |
Other accrued expenses | 4,725 | 4,789 |
Total accrued expenses | $ 13,855 | $ 11,667 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term of leases | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term of leases | 6 years |
Leases - Schedule of components
Leases - Schedule of components of lease expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 2,059 | $ 1,515 | $ 0 |
Finance lease cost: | |||
Amortization of right-of-use assets | 462 | 534 | 522 |
Interest on lease liabilities | 16 | 59 | 119 |
Total finance lease cost | $ 478 | $ 593 | $ 641 |
Leases - Schedule of supplement
Leases - Schedule of supplemental cash flow information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash used in operating leases | $ 2,104 | $ 1,608 | $ 0 |
Financing cash used in finance leases | 408 | 810 | 1,022 |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | 3,246 | 997 | 0 |
Finance leases | $ 0 | $ 74 | $ 403 |
Leases - Schedule of suppleme_2
Leases - Schedule of supplemental balance sheet information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
Operating lease right-of-use assets | $ 5,483 | $ 3,858 |
Operating lease liabilities: | ||
Operating lease liabilities—current | 1,946 | 1,353 |
Operating lease liabilities—less current portion | 4,046 | 3,088 |
Total operating lease liabilities | 5,992 | 4,441 |
Finance Leases | ||
Property and equipment, gross | 2,182 | 2,182 |
Less: accumulated depreciation and amortization | (1,621) | (1,159) |
Property and equipment, net | 561 | 1,023 |
Finance lease liabilities: | ||
Finance lease liabilities—current | 26 | 392 |
Finance lease liabilities—less current portion | 11 | 38 |
Total finance lease liabilities | $ 37 | $ 430 |
Weighted average remaining lease term | ||
Operating Leases | 3 years 6 months 29 days | 3 years 7 months 20 days |
Finance Leases | 1 year 8 months 1 day | 1 year 18 days |
Weighted average discount rate | ||
Operating Leases | 8.10% | 6.90% |
Finance Leases | 7.50% | 7.60% |
Leases - Schedule of lease liab
Leases - Schedule of lease liability maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 2,301 | |
2023 | 1,880 | |
2024 | 1,168 | |
2025 | 997 | |
2026 and beyond | 429 | |
Total lease payments | 6,775 | |
Less: imputed interest | (783) | |
Total | 5,992 | $ 4,441 |
Finance Leases | ||
2022 | 28 | |
2023 | 11 | |
2024 | 0 | |
2025 | 0 | |
2026 and beyond | 0 | |
Total lease payments | 39 | |
Less: imputed interest | (2) | |
Total | $ 37 | $ 430 |
Borrowings Under Term Loan an_3
Borrowings Under Term Loan and Line of Credit - Schedule of long-term debt balances (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less: current portion of term loan | $ (561) | $ (1,440) |
Term Loan | ||
Debt Instrument [Line Items] | ||
Net carrying amount | 55,020 | 56,044 |
Less: current portion of term loan | (561) | (1,440) |
Long-term term loan obligations | $ 54,459 | $ 54,604 |
Borrowings Under Term Loan an_4
Borrowings Under Term Loan and Line of Credit - Narrative (Details) - USD ($) $ in Thousands | Aug. 02, 2021 | Mar. 17, 2021 | Mar. 17, 2020 | Dec. 16, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 19, 2019 | Feb. 28, 2018 | Apr. 26, 2017 | Nov. 08, 2016 |
Debt Instrument [Line Items] | |||||||||||
Repayment of drawdown on line of credit | $ 0 | $ 4,672 | $ 0 | ||||||||
Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Deferred original issue discount and loan fees | 434 | 410 | |||||||||
Term Loan | PNC Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan repayments made | 1,000 | 1,200 | $ 800 | ||||||||
Deferred original issue discount and loan fees | $ 400 | 400 | |||||||||
Letter of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 500 | $ 300 | |||||||||
Amended Credit Facility Effective February 2018 | Term Loan | PNC Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 45,000 | ||||||||||
Amended Credit Facility Effective February 2018 | Revolving Credit Facility | Line of Credit | PNC Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 5,000 | ||||||||||
Repayment of drawdown on line of credit | $ 4,700 | $ 4,700 | |||||||||
Amended Credit Facility Effective February 2018 | Letter of Credit | Line of Credit | PNC Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 1,500 | ||||||||||
Amended Credit Facility Effective December 2019 | Term Loan | PNC Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount | $ 57,600 | ||||||||||
Amount of increase to term loan borrowing | 13,900 | ||||||||||
Loan fees | $ 100 | ||||||||||
Unused borrowing capacity | $ 0 | ||||||||||
Amended Credit Facility Effective December 2019 | Term Loan | PNC Bank | Trigger One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan repayment, quarterly installment amount | 300 | ||||||||||
Amended Credit Facility Effective December 2019 | Term Loan | PNC Bank | Trigger Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan repayment, quarterly installment amount | 400 | ||||||||||
Amended Credit Facility Effective December 2019 | Term Loan | PNC Bank | Trigger Three | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan repayment, quarterly installment amount | 700 | ||||||||||
Amended Credit Facility Effective August 2021 | Term Loan | PNC Bank | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Original issue discount | $ 200 | ||||||||||
Amended Credit Facility Effective August 2021 | Term Loan | PNC Bank | Trigger One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan repayment, quarterly installment amount | 100 | ||||||||||
Amended Credit Facility Effective August 2021 | Term Loan | PNC Bank | Trigger Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan repayment, quarterly installment amount | 300 | ||||||||||
Amended Credit Facility Effective August 2021 | Term Loan | PNC Bank | Trigger Three | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan repayment, quarterly installment amount | 500 | ||||||||||
Amended Credit Facility Effective August 2021 | Term Loan | PNC Bank | Trigger Four | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term loan repayment, quarterly installment amount | $ 700 | ||||||||||
Credit Agreement Effective November 2016, Amended Credit Facility Effective February 2018, and Amended Credit Facility Effective December 2019 | Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Deferred original issue discount and loan fees | $ 300 |
Borrowings Under Term Loan an_5
Borrowings Under Term Loan and Line of Credit - Schedule of principal maturities of long-term debt (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2022 | $ 561 |
2023 | 982 |
2024 | 1,753 |
2025 | 52,158 |
Total | $ 55,454 |
Borrowings Under Term Loan an_6
Borrowings Under Term Loan and Line of Credit - Schedule of debt instrument carrying amount (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Principal | $ 55,454 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Principal | 55,454 | $ 56,454 |
Unamortized issuance costs | (434) | (410) |
Net carrying amount | $ 55,020 | $ 56,044 |
Letters of Credit (Details)
Letters of Credit (Details) - Letter of Credit - USD ($) $ in Millions | Nov. 08, 2016 | Feb. 01, 2019 | Dec. 31, 2017 | Apr. 26, 2017 |
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 0.3 | $ 0.5 | ||
Automatic extension term | 1 year | |||
Number of days prior to expiration date that written notice is required to terminate letter of credit | 60 days | |||
Additional deposit required | $ 0.1 | |||
Decrease to letter of credit per year | $ 0.1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Unpaid balance | $ 0 | ||
Majority Shareholder | |||
Related Party Transaction [Line Items] | |||
Unpaid balance | $ 0 | 0 | $ 500,000 |
Majority Shareholder | Management Service | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 500 | 400,000 | |
Majority Shareholder | Expense Reimbursements | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 0 | 100,000 | |
Majority Shareholder | Acqusition Related Expenses | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 600,000 | ||
Director | |||
Related Party Transaction [Line Items] | |||
Unpaid balance | 0 | 0 | 0 |
Director | Expense Reimbursements | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 0 | 0 | 0 |
Director | Board of Director Fees | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 600,000 | 500,000 | 500,000 |
Director | Value Creation Incentive Plan | |||
Related Party Transaction [Line Items] | |||
Related party expenses | 4,100,000 | $ 0 | $ 300,000 |
Director | 2021 Equity Incentive Plan | RSUs | |||
Related Party Transaction [Line Items] | |||
Related party expenses | $ 200,000 |
Stock Warrants (Details)
Stock Warrants (Details) | Jun. 18, 2021day$ / sharesshares | Dec. 31, 2021shares | Jan. 13, 2021$ / sharesshares |
Class of Warrant or Right [Line Items] | |||
Number of common shares called by each warrant (in shares) | 1 | 1 | |
Exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | |
Redemption period, prior written notice | 30 days | ||
Trading days used for redemption price | day | 20 | ||
Measurement period used for redemption price | 30 days | ||
Minimum reference value (in dollars per share) | $ / shares | $ 18 | ||
Redemption period, threshold after merger | 30 days | ||
Number of warrants outstanding (in shares) | 13,333,328 | ||
Number of warrants exercised (in shares) | 0 | ||
Forward Purchase Warrant | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants assumed (in shares) | 833,333 | ||
Number of warrants outstanding (in shares) | 833,333 | ||
Public Warrant | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants assumed (in shares) | 12,499,995 | ||
Exercise price (in dollars per share) | $ / shares | $ 0.01 | ||
Number of warrants outstanding (in shares) | 12,499,995 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Nov. 02, 2021 | Jun. 18, 2021 | Dec. 31, 2021 | Jun. 17, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued (in shares) | 90,696,977 | 66,637,092 | |||
Common stock, shares outstanding (in shares) | 87,084,637 | 90,696,977 | 66,637,092 | ||
Common stock, shares outstanding including shares held in escrow (in shares) | 94,629,000 | 98,240,727 | |||
Common stock, shares issued including shares held in escrow (in shares) | 98,240,727 | ||||
Common stock, shares held in escrow (in shares) | 7,543,750 | ||||
Merger and PIPE financing (in shares) | 33,609 | 74,962,092 | |||
Merger and PIPE financing | $ 336,097 | $ 190,397,000 | |||
Equity incentive bonus (in shares) | 3,578,731 | ||||
Accumulated other comprehensive loss | 500,000 | $ 200,000 | |||
Accumulated deficit | $ 128,022,000 | $ 24,828,000 | |||
Preferred stock, shares authorized (in shares) | 25,000,000 | 0 | |||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued (in shares) | 0 | 0 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
Previously Reported | |||||
Class of Stock [Line Items] | |||||
Common stock, shares outstanding (in shares) | 1,000 |
Analysis of the Changes in Ac_3
Analysis of the Changes in Accumulated Other Comprehensive Income (Loss) - Analysis of Change (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 34,141 | $ 38,218 | $ 45,179 |
Other comprehensive income | (271) | 12 | (48) |
Ending balance | 124,978 | 34,141 | 38,218 |
Foreign currency translation adjustment | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (206) | (218) | |
Other comprehensive income | (94) | 12 | (48) |
Ending balance | (300) | (206) | (218) |
Unrealized loss on marketable securities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 0 | 0 | |
Other comprehensive income | (177) | 0 | 0 |
Ending balance | (177) | 0 | 0 |
Total accumulated other comprehensive loss | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (206) | (218) | (170) |
Other comprehensive income | (271) | 12 | |
Ending balance | $ (477) | $ (206) | $ (218) |
Analysis of the Changes in Ac_4
Analysis of the Changes in Accumulated Other Comprehensive Income (Loss) - Components of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Before tax | $ (271) | $ 11 | $ (47) |
Tax effect | 0 | 1 | (1) |
Other comprehensive (loss) income, net of tax | (271) | 12 | (48) |
Foreign currency translation adjustment | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Before tax | (94) | 11 | (47) |
Tax effect | 0 | 1 | (1) |
Other comprehensive (loss) income, net of tax | (94) | 12 | (48) |
Unrealized loss on marketable securities | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Before tax | (177) | 0 | 0 |
Tax effect | 0 | 0 | 0 |
Other comprehensive (loss) income, net of tax | $ (177) | $ 0 | $ 0 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 3,905 | $ 556 | $ 0 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 500 | 57 | 0 |
Research and development expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 1,371 | 113 | 0 |
Sales and marketing expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 865 | 113 | 0 |
General and administrative expense | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 1,169 | 273 | 0 |
MIUs | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 556 | 556 | 0 |
RSUs | Employee | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 2,949 | 0 | 0 |
RSUs | Nonemployee | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 12 | 0 | 0 |
PSUs | Employee | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 388 | $ 0 | $ 0 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of unrecognized compensation expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-based Compensation Expense | $ 40,894 |
MIUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-based Compensation Expense | $ 1,668 |
Weighted-average Recognition Period | 3 years |
RSUs | Employee | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-based Compensation Expense | $ 29,014 |
Weighted-average Recognition Period | 3 years 6 months 10 days |
RSUs | Nonemployee | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-based Compensation Expense | $ 115 |
Weighted-average Recognition Period | 3 years 5 months 19 days |
PSUs | Employee | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-based Compensation Expense | $ 10,097 |
Weighted-average Recognition Period | 10 years 5 months 4 days |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 5,091,331 |
Number of awards forfeited (in shares) | 109,862 |
Awards outstanding (in shares) | 4,981,469 |
PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted (in shares) | 1,611,875 |
Awards outstanding (in shares) | 1,611,875 |
Holding period | 30 years |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of RSU activity (Details) - RSUs | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Shares | |
Granted (in shares) | 5,091,331 |
Forfeited (in shares) | (109,862) |
Ending balance (in shares) | 4,981,469 |
Employee | |
Number of Shares | |
Beginning balance (in shares) | 0 |
Granted (in shares) | 5,072,000 |
Vested (in shares) | 0 |
Forfeited (in shares) | (110,000) |
Ending balance (in shares) | 4,962,000 |
Weighted-average Grant Date Fair Value (per share) | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 6.44 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 6.33 |
Ending balance (in dollars per share) | $ / shares | $ 6.44 |
Weighted-average Remaining Contractual Term | |
Outstanding | 1 year 10 months 9 days |
Nonemployee | |
Number of Shares | |
Beginning balance (in shares) | 0 |
Granted (in shares) | 20,000 |
Vested (in shares) | 0 |
Forfeited (in shares) | 0 |
Ending balance (in shares) | 20,000 |
Weighted-average Grant Date Fair Value (per share) | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 6.51 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 6.51 |
Weighted-average Remaining Contractual Term | |
Outstanding | 1 year 8 months 8 days |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of PSU Assumptions (Details) - PSUs | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock price (in dollars per share) | $ 6.13 |
Measurement period | 30 years |
Expected volatility | 47.50% |
Risk-free rate | 1.89% |
Vesting hurdle 1 (in dollars per share) | $ 12.50 |
Vesting hurdle 2 (in dollars per share) | 15 |
Vesting hurdle 3 (in dollars per share) | $ 17.50 |
Stock-Based Compensation - Sc_5
Stock-Based Compensation - Schedule of PSU activity (Details) - PSUs | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Shares | |
Granted (in shares) | 1,611,875 |
Ending balance (in shares) | 1,611,875 |
Employee | |
Number of Shares | |
Beginning balance (in shares) | 0 |
Granted (in shares) | 1,612,000 |
Vested (in shares) | 0 |
Forfeited (in shares) | 0 |
Ending balance (in shares) | 1,612,000 |
Weighted-average Grant Date Fair Value (per share) | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 6.50 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 6.50 |
Weighted-average Remaining Contractual Term | |
Outstanding | 10 years 5 months 4 days |
Stock-Based Compensation - Sc_6
Stock-Based Compensation - Schedule of weighted average assumptions used to value stock-based compensation awards (Details) - MIUs | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Holding period | 2 years | 2 years | 2 years |
Volatility | 45.00% | 45.00% | 45.00% |
Discount for lack of marketability | 28.00% | 28.00% | 28.00% |
Risk-free rate | 1.60% | 1.60% | 1.60% |
Stock-Based Compensation - Sc_7
Stock-Based Compensation - Schedule of MIU activity (Details) - MIUs - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares | |||
Beginning balance (in shares) | 3,518 | 3,518 | 0 |
Granted (in shares) | 0 | 0 | 3,518 |
Vested (in shares) | (704) | 0 | 0 |
Forfeited (in shares) | 0 | 0 | 0 |
Ending balance (in shares) | 2,814 | 3,518 | 3,518 |
Weighted-average Grant Date Fair Value (per share) | |||
Beginning balance (in dollars per share) | $ 0.79 | $ 0.79 | $ 0 |
Granted (in dollars per share) | 0 | 0 | 0.79 |
Vested (in dollars per share) | 0.79 | 0 | 0 |
Forfeited (in dollars per share) | 0 | 0 | 0 |
Ending balance (in dollars per share) | $ 0.79 | $ 0.79 | $ 0.79 |
Weighted-average Remaining Contractual Term | |||
Outstanding | 1 year 6 months |
Geographic Information - Schedu
Geographic Information - Schedule of revenue by geographic area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 119,231 | $ 102,545 | $ 92,755 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 111,836 | 97,034 | 90,522 |
Americas (excluding United States) | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 2,808 | 1,870 | 1,227 |
Asia | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 4,450 | 3,509 | 864 |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 137 | $ 132 | $ 142 |
Geographic Information - Sche_2
Geographic Information - Schedule of property and equipment, net by location (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 3,010 | $ 3,505 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 1,989 | 3,174 |
Americas (excluding United States) | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 367 | 192 |
Asia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 654 | $ 139 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax expense: | |||
Federal | $ 0 | $ (2) | $ (2) |
State | 47 | 8 | 188 |
Foreign | 310 | 317 | 251 |
Total current tax expense | 357 | 323 | 437 |
Deferred tax expense: | |||
Federal | 3 | 2 | 2 |
State | (186) | (124) | (282) |
Foreign | (8) | (5) | (8) |
Deferred income tax benefit | (191) | (127) | (288) |
Provision for income taxes | $ 166 | $ 196 | $ 149 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory tax rate | 21.00% | 21.00% | 21.00% |
State tax, net of federal benefit | 3.01% | 3.93% | 0.55% |
Meals and entertainment | (0.11%) | (1.07%) | (1.69%) |
Global intangible low-taxed income inclusion | (0.07%) | (2.41%) | (1.07%) |
Nondeductible stock-based compensation | (0.11%) | (2.83%) | 0.00% |
Nondeductible compensation | (2.15%) | 0.00% | 0.00% |
Transaction costs | (2.61%) | 0.00% | 0.00% |
Prior year provision to return true-up | 0.16% | (2.13%) | (1.16%) |
Change in valuation allowance | (19.20%) | (18.90%) | (19.94%) |
Foreign tax differential and permanent items | (0.07%) | (2.27%) | 0.07% |
Other | (0.01%) | (0.08%) | (0.06%) |
Effective tax rate | (0.16%) | (4.76%) | (2.30%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 26,828 | $ 9,779 |
SPAC Transaction | 944 | 0 |
Compensation accruals | 1,326 | 675 |
Share based compensation | 807 | 0 |
Foreign tax credits | 487 | 552 |
Bad debt reserve | 319 | 321 |
Interest expense limitation | 1,080 | 274 |
Lease liability | 1,489 | 1,119 |
Other | 398 | 265 |
Total deferred tax assets | 33,678 | 12,985 |
Deferred tax liabilities: | ||
Capitalized commissions | (2,346) | (1,192) |
Right-of-use asset | (1,363) | (972) |
Other intangibles amortization | (2,447) | (3,423) |
Other | (274) | (168) |
Total deferred tax liabilities | (6,430) | (5,755) |
Net deferred tax assets before valuation allowance | 27,248 | 7,230 |
Valuation allowance | (27,250) | (7,423) |
Net deferred tax liabilities | $ (2) | $ (193) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, valuation allowance | $ 27,250 | $ 7,423 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 23,500 | |
Operating loss carryforwards, not subject to expiration | 72,400 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 95,500 | |
Operating loss carryforwards, not subject to expiration | $ 20,400 |
Retirement Benefit Plan (Detail
Retirement Benefit Plan (Details) - USD ($) | Jul. 01, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Retirement Benefits [Abstract] | ||||
Employer matching contribution, percent of match | 50.00% | |||
Employer matching contribution, vesting percentage | 100.00% | |||
Contributions | $ 1,100,000 | $ 800,000 | $ 600,000 | |
Maximum employer contribution per pay period | 200,000 | |||
Maximum employer contribution per year | $ 4,800 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of fair value of assets and liabilities measured on a non-recurring basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | ||
Marketable securities | $ 49,374 | |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability—Forward Purchase Warrants | 767 | $ 0 |
Fair Value, Nonrecurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 47,217 | 18,098 |
Restricted cash | 100 | 1,468 |
Marketable securities | 49,374 | |
Total assets | 96,691 | 19,566 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Term loan | 55,020 | 56,044 |
Finance lease obligations | 37 | 430 |
VCIP/OBIP liability | 286 | |
Total liabilities | 55,824 | 56,760 |
Fair Value, Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability—Forward Purchase Warrants | 767 | |
Level 1 | Fair Value, Nonrecurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 47,217 | 18,098 |
Restricted cash | 100 | 1,468 |
Marketable securities | 0 | |
Total assets | 47,317 | 19,566 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Term loan | 0 | 0 |
Finance lease obligations | 0 | 0 |
VCIP/OBIP liability | 0 | |
Total liabilities | 0 | 0 |
Level 1 | Fair Value, Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability—Forward Purchase Warrants | 0 | |
Level 2 | Fair Value, Nonrecurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Marketable securities | 49,374 | |
Total assets | 49,374 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Term loan | 55,020 | 56,044 |
Finance lease obligations | 37 | 430 |
VCIP/OBIP liability | 0 | |
Total liabilities | 55,057 | 56,474 |
Level 2 | Fair Value, Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability—Forward Purchase Warrants | 0 | |
Level 3 | Fair Value, Nonrecurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Marketable securities | 0 | |
Total assets | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Term loan | 0 | 0 |
Finance lease obligations | 0 | 0 |
VCIP/OBIP liability | 286 | |
Total liabilities | 767 | $ 286 |
Level 3 | Fair Value, Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warrant liability—Forward Purchase Warrants | $ 767 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 13, 2021 | |
Forward Purchase Warrant | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Warrants issued (in shares) | 833,333 | |||
Fair Value, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Changes in fair value of warrant liability | $ 0 | $ 0 | ||
Warrants to purchase common stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Changes in fair value of warrant liability | $ 1,241,000 | $ 0 | ||
Warrants to purchase common stock | Fair Value, Recurring | Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Changes in fair value of warrant liability | $ 1,200,000 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of fair value assumptions (Details) | Dec. 31, 2021yr | Jun. 18, 2021yr |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 5.15 | 9.12 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 11.50 | 11.50 |
Contractual term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 4.50 | 5 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.4750 | 0.3750 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0120 | 0.0090 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Fair Value Measurement - Sche_3
Fair Value Measurement - Schedule of changes in level 3 liabilities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants to purchase common stock | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Changes in fair value of warrant liability | $ (1,241,000) | $ 0 | |
Level 3 | Fair Value, Recurring | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance, beginning of period | 286,000 | 286,000 | |
VCIP/OBIP liability transferred out of Level 3 | (286,000) | 0 | |
Changes in fair value of warrant liability | 0 | $ 0 | |
Balance, end of period | 767,000 | 286,000 | $ 286,000 |
Level 3 | Fair Value, Recurring | Warrants to purchase common stock | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Closing-date fair value of warrant liability | 2,008,000 | $ 0 | |
Changes in fair value of warrant liability | $ (1,200,000) |
Basic and Diluted Loss Per Sh_3
Basic and Diluted Loss Per Share - Narrative (Details) | Jun. 17, 2021 |
Earnings Per Share [Abstract] | |
Exchange ratio | 66,637 |
Basic and Diluted Loss Per Sh_4
Basic and Diluted Loss Per Share - Schedule of loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Loss attributable to common stockholders—basic | $ (103,194) | $ (4,645) | $ (6,913) |
Loss attributable to common stockholders—diluted | $ (103,194) | $ (4,645) | $ (6,913) |
Denominator: | |||
Weighted average shares outstanding—basic (in shares) | 79,964,000 | 66,637,000 | 66,637,000 |
Weighted average shares outstanding—diluted (in shares) | 79,964,000 | 66,637,000 | 66,637,000 |
Loss per share: | |||
Basic (in dollars per share) | $ (1.29) | $ (0.07) | $ (0.10) |
Diluted (in dollars per share) | $ (1.29) | $ (0.07) | $ (0.10) |
Basic and Diluted Loss Per Sh_5
Basic and Diluted Loss Per Share - Schedule of antidilutive securities excluded from the computation of earnings per share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 29,114,000 | 0 | 0 |
Number of contingent consideration shares issued during period (in shares) | 0 | ||
Earn-Out Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 5,000,000 | 0 | 0 |
Lock-Up Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 2,544,000 | 0 | 0 |
Finders Agreement Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 1,644,000 | 0 | 0 |
Period after closing date, term | 7 years | ||
Finders Agreement Shares | Class A common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 1,643,750 | ||
Warrants to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 13,333,000 | 0 | 0 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 4,981,000 | 0 | 0 |
PSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of antidilutive securities excluded from the computation of earnings per share (in shares) | 1,612,000 | 0 | 0 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands | Dec. 31, 2021USD ($)claim | Dec. 31, 2020USD ($) |
Loss Contingencies [Line Items] | ||
Principal outstanding | $ | $ 55,454 | |
Term Loan | ||
Loss Contingencies [Line Items] | ||
Principal outstanding | $ | $ 55,454 | $ 56,454 |
Collectibility of Receivables | ||
Loss Contingencies [Line Items] | ||
Number of collection actions against former customers | claim | 3 | |
Breach of Contract | Former Customers | ||
Loss Contingencies [Line Items] | ||
Number of counterclaims filed by former customers | claim | 2 |