Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39326 | |
Entity Registrant Name | OPEN LENDING CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-5031428 | |
Entity Address, Address Line One | 1501 S. MoPac Expressway | |
Entity Address, Address Line Two | Suite 450 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78746 | |
City Area Code | 512 | |
Local Phone Number | 892-0400 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | LPRO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 126,190,351 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001806201 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 57,154 | $ 101,513 |
Restricted cash | 2,891 | 2,635 |
Accounts receivable | 7,569 | 4,352 |
Current contract assets | 61,032 | 50,386 |
Income tax receivable | 80 | 0 |
Prepaid expenses | 4,390 | 1,873 |
Other current assets | 634 | 2,018 |
Total current assets | 133,750 | 162,777 |
Property and equipment, net | 2,581 | 1,201 |
Operating lease right-of-use assets, net | 5,465 | 5,733 |
Non-current contract assets | 50,901 | 38,956 |
Deferred tax asset, net | 68,315 | 85,218 |
Other non-current assets | 124 | 124 |
Total assets | 261,136 | 294,009 |
Current liabilities | ||
Accounts payable | 1,987 | 3,442 |
Accrued expenses | 5,070 | 3,033 |
Income tax payable | 0 | 1,640 |
Current portion of debt | 3,125 | 4,888 |
Other current liabilities | 4,460 | 4,005 |
Total current liabilities | 14,642 | 17,008 |
Long-term debt, net of deferred financing costs | 144,518 | 152,859 |
Non-current operating lease liabilities | 4,898 | 5,138 |
Tax receivable agreement liability | 0 | 92,369 |
Other non-current liabilities | 0 | 13 |
Total liabilities | 164,058 | 267,387 |
Commitment and contingencies | ||
Stockholders’ equity | ||
Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value; 550,000,000 shares authorized, 128,198,185 shares issued and 126,190,351 shares outstanding as of June 30, 2021 and 128,198,185 shares issued and 126,803,096 shares outstanding as of December 31, 2020 | 1,282 | 1,282 |
Additional paid-in capital | 492,874 | 491,246 |
Accumulated deficit | (339,578) | (428,406) |
Treasury stock at cost, 2,007,834 shares at June 30, 2021 and 1,395,089 at December 31, 2020, respectively | (57,500) | (37,500) |
Total stockholders’ equity | 97,078 | 26,622 |
Total liabilities and stockholders’ equity | $ 261,136 | $ 294,009 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholders’ equity | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 550,000,000 | 550,000,000 |
Common stock, shares issued (in shares) | 128,198,185 | 128,198,185 |
Common stock, shares outstanding (in shares) | 126,190,351 | 126,803,096 |
Treasury stock (in shares) | 2,007,834 | 1,395,089 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue | ||||
Total revenue | $ 61,125 | $ 22,067 | $ 105,133 | $ 39,497 |
Cost of services | 4,140 | 1,827 | 7,502 | 4,322 |
Gross profit | 56,985 | 20,240 | 97,631 | 35,175 |
Operating expenses | ||||
General and administrative | 8,381 | 14,650 | 16,593 | 18,218 |
Selling and marketing | 2,954 | 1,295 | 5,351 | 3,373 |
Research and development | 773 | 349 | 1,364 | 707 |
Operating income | 44,877 | 3,946 | 74,323 | 12,877 |
Interest expense | (1,122) | (3,644) | (4,411) | (4,408) |
Interest income | 58 | 44 | 142 | 61 |
Gain on extinguishment of tax receivable agreement | 55,422 | 0 | 55,422 | 0 |
Loss on extinguishment of debt | 0 | 0 | (8,778) | 0 |
Change in fair value of contingent consideration | 0 | (48,802) | 0 | (48,802) |
Other (expense) income | (2) | 3 | (133) | 3 |
Income (loss) before income taxes | 99,233 | (48,453) | 116,565 | (40,269) |
Provision for income taxes | 23,267 | 1,352 | 27,737 | 1,364 |
Net income (loss) and comprehensive income (loss) | 75,966 | (49,805) | 88,828 | (41,633) |
Preferred distribution to redeemable convertible Series C preferred units | 0 | (214) | 0 | (40,689) |
Accretion to redemption value of redeemable convertible Series C preferred units | 0 | 0 | 0 | 47,537 |
Net income (loss) attributable to common stockholders | $ 75,966 | $ (50,019) | $ 88,828 | $ (34,785) |
Net income (loss) and comprehensive income (loss) per common share | ||||
Basic (in dollars per share) | $ 0.60 | $ (1.01) | $ 0.70 | $ (0.80) |
Diluted (in dollars per share) | $ 0.60 | $ (1.01) | $ 0.70 | $ (0.80) |
Weighted average common shares outstanding | ||||
Basic (in shares) | 126,230,752 | 49,547,284 | 126,515,343 | 43,589,168 |
Diluted (in shares) | 126,274,197 | 49,547,284 | 126,554,082 | 43,589,168 |
Program fees | ||||
Revenue | ||||
Total revenue | $ 20,597 | $ 8,793 | $ 35,508 | $ 21,505 |
Profit share | ||||
Revenue | ||||
Total revenue | 38,842 | 12,163 | 66,572 | 15,938 |
Claims administration service fees | ||||
Revenue | ||||
Total revenue | $ 1,686 | $ 1,111 | $ 3,053 | $ 2,054 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock | Common StockCumulative Effect, Period of Adoption, Adjustment | Common StockCumulative Effect, Period of Adoption, Adjusted Balance | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjusted Balance | Treasury Stock | Redeemable Convertible Series C Preferred Units | Redeemable Convertible Series C Preferred UnitsCumulative Effect, Period of Adoption, Adjustment | Redeemable Convertible Series C Preferred UnitsCumulative Effect, Period of Adoption, Adjusted Balance | Common Units | Common UnitsCumulative Effect, Period of Adoption, Adjustment | Common UnitsCumulative Effect, Period of Adoption, Adjusted Balance | Series A and B Preferred UnitsPreferred Stock | Series A and B Preferred UnitsPreferred StockCumulative Effect, Period of Adoption, Adjustment | Series A and B Preferred UnitsPreferred StockCumulative Effect, Period of Adoption, Adjusted Balance |
Beginning balance, redeemable convertible (in units) at Dec. 31, 2019 | 21,906,852 | 7,628,249 | 14,278,603 | 25,381,873 | 25,381,873 | 0 | |||||||||||||||
Beginning balance, redeemable convertible at Dec. 31, 2019 | $ 304,943 | $ 304,943 | $ 7,524 | $ (7,524) | $ 0 | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Fair value adjustment of redemption option | $ (47,537) | ||||||||||||||||||||
Ending balance, redeemable convertible (in units) at Mar. 31, 2020 | 14,278,603 | 0 | |||||||||||||||||||
Ending balance, redeemable convertible at Mar. 31, 2020 | $ 257,406 | $ 0 | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 37,631,052 | 37,631,052 | 29,058,266 | 29,058,266 | 0 | |||||||||||||||
Beginning balance at Dec. 31, 2019 | $ (234,779) | $ 0 | $ (234,779) | $ 0 | $ 376 | $ 376 | $ 0 | $ 7,626 | $ 7,626 | $ (242,781) | $ (242,781) | $ 478 | $ (478) | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Fair value adjustment of redemption option | 47,537 | 47,537 | |||||||||||||||||||
Share-based compensation | 487 | 487 | |||||||||||||||||||
Distribution to Open Lending, LLC unitholders | (135,380) | (135,380) | |||||||||||||||||||
Net income (loss) | 8,172 | 8,172 | |||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 37,631,052 | 0 | |||||||||||||||||||
Ending balance at Mar. 31, 2020 | (313,963) | $ 376 | 8,113 | (322,452) | $ 0 | ||||||||||||||||
Beginning balance, redeemable convertible (in units) at Dec. 31, 2019 | 21,906,852 | 7,628,249 | 14,278,603 | 25,381,873 | 25,381,873 | 0 | |||||||||||||||
Beginning balance, redeemable convertible at Dec. 31, 2019 | $ 304,943 | $ 304,943 | $ 7,524 | $ (7,524) | $ 0 | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Fair value adjustment of redemption option | (47,537) | ||||||||||||||||||||
Ending balance, redeemable convertible (in units) at Jun. 30, 2020 | 0 | 0 | |||||||||||||||||||
Ending balance, redeemable convertible at Jun. 30, 2020 | $ 0 | $ 0 | |||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 37,631,052 | 37,631,052 | 29,058,266 | 29,058,266 | 0 | |||||||||||||||
Beginning balance at Dec. 31, 2019 | (234,779) | $ 0 | $ (234,779) | $ 0 | $ 376 | $ 376 | 0 | $ 7,626 | $ 7,626 | (242,781) | $ (242,781) | $ 478 | $ (478) | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income (loss) | (41,633) | ||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 91,849,909 | 0 | |||||||||||||||||||
Ending balance at Jun. 30, 2020 | (464,251) | $ 918 | (92,912) | (372,257) | $ 0 | ||||||||||||||||
Beginning balance, redeemable convertible (in units) at Mar. 31, 2020 | 14,278,603 | 0 | |||||||||||||||||||
Beginning balance, redeemable convertible at Mar. 31, 2020 | $ 257,406 | $ 0 | |||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Recapitalization transaction, net of transaction costs (in units) | (14,278,603) | ||||||||||||||||||||
Recapitalization transaction, net of transaction costs | $ (257,406) | ||||||||||||||||||||
Ending balance, redeemable convertible (in units) at Jun. 30, 2020 | 0 | 0 | |||||||||||||||||||
Ending balance, redeemable convertible at Jun. 30, 2020 | $ 0 | $ 0 | |||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 37,631,052 | 0 | |||||||||||||||||||
Beginning balance at Mar. 31, 2020 | (313,963) | $ 376 | 8,113 | (322,452) | $ 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Recapitalization transaction, net of transaction costs (in shares) | 54,218,857 | ||||||||||||||||||||
Recapitalization transaction, net of transaction costs | 242,543 | $ 542 | 242,001 | ||||||||||||||||||
Deferred tax asset | 1,874 | 1,874 | |||||||||||||||||||
Estimated fair value of contingent consideration at June 10, 2020 | (347,089) | (347,089) | |||||||||||||||||||
Share-based compensation | 2,189 | 2,189 | |||||||||||||||||||
Net income (loss) | (49,805) | (49,805) | |||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 91,849,909 | 0 | |||||||||||||||||||
Ending balance at Jun. 30, 2020 | (464,251) | $ 918 | (92,912) | (372,257) | $ 0 | ||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 128,198,185 | ||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 1,395,089 | ||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 26,622 | $ 1,282 | 491,246 | (428,406) | $ (37,500) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Share-based compensation | 701 | 701 | |||||||||||||||||||
Net income (loss) | 12,862 | 12,862 | |||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 128,198,185 | ||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 1,395,089 | ||||||||||||||||||||
Ending balance at Mar. 31, 2021 | 40,185 | $ 1,282 | 491,947 | (415,544) | $ (37,500) | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Fair value adjustment of redemption option | 0 | ||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 128,198,185 | ||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 1,395,089 | ||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | 26,622 | $ 1,282 | 491,246 | (428,406) | $ (37,500) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net income (loss) | 88,828 | ||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 128,198,185 | ||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 2,007,834 | ||||||||||||||||||||
Ending balance at Jun. 30, 2021 | 97,078 | $ 1,282 | 492,874 | (339,578) | $ (57,500) | ||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 128,198,185 | ||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 1,395,089 | ||||||||||||||||||||
Beginning balance at Mar. 31, 2021 | 40,185 | $ 1,282 | 491,947 | (415,544) | $ (37,500) | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Share-based compensation | 927 | 927 | |||||||||||||||||||
Stock repurchase (in shares) | (612,745) | ||||||||||||||||||||
Share repurchase | (20,000) | $ (20,000) | |||||||||||||||||||
Net income (loss) | 75,966 | 75,966 | |||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 128,198,185 | ||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 2,007,834 | ||||||||||||||||||||
Ending balance at Jun. 30, 2021 | $ 97,078 | $ 1,282 | $ 492,874 | $ (339,578) | $ (57,500) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net income (loss) | $ 88,828 | $ (41,633) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Share-based compensation | 1,628 | 2,676 |
Depreciation and amortization | 537 | 483 |
Amortization of right-of-use assets | 268 | 188 |
Gain on extinguishment of tax receivable agreement | (55,422) | 0 |
Loss on extinguishment of debt | 8,778 | 0 |
Change in fair value of contingent consideration | 0 | 48,802 |
Deferred income taxes | 16,903 | 775 |
Changes in assets & liabilities: | ||
Accounts receivable | (3,217) | 574 |
Contract assets | (22,591) | 225 |
Prepaid expenses | (2,517) | (1,150) |
Deferred transaction costs | 0 | 1,081 |
Other current and non-current assets | 1,384 | 322 |
Accounts payable | (1,455) | 176 |
Accrued expenses | 1,377 | (1,184) |
Income tax payable/receivable | (1,720) | 569 |
Operating lease liabilities | (349) | (178) |
Other current and non-current liabilities | 551 | 280 |
Net cash provided by operating activities | 32,983 | 12,006 |
Cash flows from investing activities | ||
Purchase of property and equipment | (841) | (424) |
Net cash used in investing activities | (841) | (424) |
Cash flows from financing activities | ||
Proceeds from term loans | 125,000 | 170,000 |
Proceeds from revolving facility | 50,000 | 0 |
Payments on term loans | (167,628) | (4,380) |
Payments on revolving facility | (25,000) | 0 |
Payment of deferred financing costs | (1,669) | (9,767) |
Share repurchase | (20,000) | 0 |
Settlement of tax receivable agreement | (36,948) | 0 |
Distributions to Open Lending, LLC unitholders | 0 | (135,380) |
Recapitalization transaction, net of transaction costs | 0 | (13,289) |
Net cash (used in) provided by financing activities | (76,245) | 7,184 |
Net change in cash and cash equivalents and restricted cash | (44,103) | 18,766 |
Cash and cash equivalents and restricted cash at the beginning of the period | 104,148 | 9,898 |
Cash and cash equivalents and restricted cash at the end of the period | 60,045 | 28,664 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 3,776 | 3,958 |
Income tax paid, net | 12,452 | 20 |
Non-cash investing and financing: | ||
Internally developed software costs accrued but not paid | 660 | 0 |
Change in fair value of redeemable convertible Series C preferred units | 0 | (47,537) |
Conversion of preferred stock to common stock | $ 0 | $ 257,406 |
Description of Business, Backgr
Description of Business, Background and Nature of Operations | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business, Background and Nature of Operations | Description of Business, Background and Nature of Operations Open Lending Corporation, headquartered in Austin, Texas, provides loan analytics, risk-based loan pricing, risk modeling, and automated decision technology for automotive lenders throughout the United States of America, which allows each lending institution to book incremental near-prime and non-prime automotive loans out of their existing business flow. The Company also operates as a third-party administrator that adjudicates insurance claims and refunds on those automotive loans. Nebula Acquisition Corporation (“Nebula”), our predecessor, was originally incorporated in Delaware on October 2, 2017 as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On June 10, 2020 (the “Closing Date”), Nebula consummated a business combination (the “Business Combination”) pursuant to that certain Business Combination Agreement, dated as of January 5, 2020 (as amended by that certain Amendment No. 1 and Waiver, dated as of March 18, 2020, that certain Amendment No. 2 and Consent, dated as of March 26, 2020, that certain Amendment No. 3, dated as of May 13, 2020, and that certain amendment No. 4, dated as of June 9, 2020, the “Business Combination Agreement”) by and among Nebula, Open Lending, LLC, a Texas limited liability company, BRP Hold 11, Inc., a Delaware corporation (“Blocker”), the Blocker’s sole stockholder, Nebula Parent Corp., a Delaware Corporation (“ParentCo”), NBLA Merger Sub LLC, a Texas limited liability company, NBLA Merger Sub Corp., a Delaware corporation, and Shareholder Representative Services LLC, a Colorado limited liability company, as the Securityholder Representative. Immediately upon the completion of the Business Combination and the other transactions contemplated by the Business Combination Agreement (the “Transactions”, and such completion, the “Closing”), Open Lending, LLC became a wholly-owned subsidiary of ParentCo, and, ParentCo changed its name to Open Lending Corporation. The Company is now listed on NASDAQ under the symbol “LPRO.” Unless the context otherwise requires, “we,” “us,” “our,” “Open Lending,” and the “Company” refers to Open Lending Corporation, the combined company and its subsidiaries following the Business Combination. “Open Lending, LLC” and “Nebula” refers to Open Lending, LLC and Nebula Acquisition Corporation prior to the Closing Date. The Company has evaluated how it is organized and managed and has identified only one operating segment. All of the Company’s operations and assets are in the United States, and all of its revenues are attributable to United States customers. |
Summary of Significant Accounti
Summary of Significant Accounting and Reporting Policies and Recent Developments | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting and Reporting Policies and Recent Developments | Summary of Significant Accounting and Reporting Policies and Recent Developments The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying condensed consolidated financial statements. a) Basis of presentation and consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and include the accounts of Open Lending and all its subsidiaries that are directly or indirectly owned or controlled by the Company. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted from these condensed consolidated financial statements, as permitted by SEC rules and regulations. The Company believes the disclosures made in these condensed consolidated financial statements are adequate to make the information herein not misleading. The Company recommends that these condensed consolidated financial statements should be read in conjunction with its audited consolidated financial statements and related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2020. The interim data includes all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of the Company’s management, necessary for a fair statement of the results for the interim periods presented. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the Company’s operating results for the entire fiscal year ending December 31, 2021. The Business Combination is accounted for as a reverse recapitalization as Open Lending, LLC was determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The determination is primarily based on the evaluation of the following facts and circumstances: • the pre-combination unitholders of Open Lending, LLC hold the majority of voting rights in the Company; • the pre-combination unitholders of Open Lending, LLC have the right to appoint the majority of the directors of the Company; • senior management of Open Lending, LLC became the senior management of the Company; and • operations of Open Lending, LLC comprise the ongoing operations of the Company. In connection with the Business Combination, all outstanding units of Open Lending, LLC were converted into common stock of the Company, par value $0.01 per share, representing a recapitalization, and the net assets of Nebula were acquired at historical cost, with no goodwill or intangible assets recorded. Open Lending, LLC was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing are those of Open Lending, LLC. The shares and corresponding capital amounts and net income per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. The number of Series C preferred units in mezzanine equity was also retroactively restated in shares reflecting the exchange ratio, and the carrying amount of the Series C preferred units is based on the fair value of its redemption amount on each reporting date. All Series C preferred units were converted to the Company’s common stock on the Closing Date. b) COVID-19 The COVID-19 pandemic continues to create uncertainty regarding the U.S. and global economies and our operating results, financial condition and cash flows. The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on certain developments, including the duration and continued spread of variants of COVID-19; the impact on our revenues, which are generated with automobile lenders and insurance company partners and driven by consumer demand for automobiles and automotive loans; extended closures of businesses, the effectiveness of the vaccine distribution program and the vaccines themselves; unemployment levels and the overall impact on our customer behavior, all of which are uncertain and cannot be predicted. The Company is diligently working to ensure that we can continue to operate with minimal disruption, mitigate the impact of the pandemic on our employees’ health and safety, and address potential business interruptions on ourselves and our customers. The Company believes that the COVID-19 pandemic, the mitigation efforts and the resulting economic impact have had, and may continue to have, an overall adverse effect on our business, results of operations and financial condition. The Company saw a reduction in loan applications and certified loans throughout the majority of 2020. As consumers and lenders have adjusted to the pandemic, application and certification levels have increased in 2021. Lenders’ forbearance programs, government stimulus packages, extended unemployment benefits and other government assistance have resulted in a reduction in expected defaults since the onset of the pandemic. As these programs end, defaults may increase. The potential increase in defaults may impact our revenues and subsequent recovery as the automotive finance industry and overall economy recover. The Company continues to closely monitor the current macro environment, particularly monetary and fiscal policies. c) Emerging growth company The Company is an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act (“JOBS Act”). As such, the Company is eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. The Company will remain an emerging growth company until the earliest of (i) the Company is deemed to be a “large accelerated filer,” as defined in the Exchange Act, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year, (iii) the date on which it has issued more than $1 billion in non- convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of the Company’s common stock in the Company’s initial public offering. The Company expects to be deemed a large accelerated filer beginning January 1, 2022. d) Concentrations of revenue and credit risks The Company’s business relationships with its two insurance partners currently producing revenue generate approximately 66% of the Company’s total revenue for each of the three and six months ended June 30, 2021, with the top insurance partner accounting for approximately 64% of the total profit share revenue. In the event that one or more of our other significant customers terminate their relationships with us, or elect to utilize an alternative source for financing, the number of loans originated through the Lender’s Protection Platform (“LPP”) would decline, which would materially and adversely affect our business and, in turn, our revenue. Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, restricted cash and accounts receivable to the extent of the amounts recorded on the balance sheets. Cash and cash equivalents are deposited in commercial analysis and savings accounts at two financial institutions, both with high credit standing. Restricted cash relates to funds held by the Company on behalf of the insurance carriers, delegated for the use of insurance claim payments. Restricted cash is deposited in commercial analysis accounts at one financial institution. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits of $250,000 per institution. The Company has not experienced any losses on its deposits of cash and cash equivalents and management believes the Company is not exposed to significant risks on such accounts. The Company’s accounts receivables are derived from revenue earned from customers. The Company performs credit evaluations of its customers’ financial condition. As of June 30, 2021 and December 31, 2020, there was no allowance for doubtful accounts. At June 30, 2021, the Company had one customer that represented 16% of the Company's accounts receivable. At December 31, 2020, the Company had one customer that represented 19% of the Company’s accounts receivable. e) Use of estimates and judgments The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates, and those differences may be material. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. The most significant items subject to such estimates and assumptions include, but are not limited to, profit share revenue recognition and the corresponding impact on contract assets, the recognition of the valuations of share-based compensation arrangements, and assessing the realizability of deferred tax assets. These estimates, although based on actual historical trend and modeling, may potentially show significant variances over time. In connection with profit share revenue recognition and the estimation of contract asset under Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), we use forecasts of loan-level earned premium and insurance claim payments. These forecasts are driven by the projection of loan defaults, prepayments and default severity rates. These assumptions are based on our observations of the historical behavior for loans with similar risk characteristics. The assumptions also take into consideration the forecast adjustments under various macroeconomic conditions, including the potential impact from the COVID-19 pandemic, and the current mix of the underlying portfolio of our insurance partners. As the Company closely monitors the development of the pandemic and its ongoing impact on Open Lending's business, management has accordingly adjusted these assumptions during the three and six months of 2021 as a result of changes in facts and circumstances and general market conditions derived from the COVID-19 pandemic. f) Property and equipment The Company's property and equipment balance primarily consists of furniture, fixtures and equipment used in the normal course of business, as well as leasehold improvements and computer software developed for internal use. g) Recently adopted new accounting standards On January, 1, 2021, the Company adopted ASU 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The impact of the adoption of this standard was immaterial to the condensed consolidated financial statements. On January 1, 2021, the Company adopted ASU 2018-15, Intangibles—Goodwill and Other—Internal—Use Software, Subtopic, 350-40, which provides guidance on a customer’s accounting for implementation costs incurred in a cloud-computing arrangement when hosted by a vendor. The guidance provides that, in a hosting arrangement that is a service contract, certain implementation costs should be capitalized and amortized over the term of the arrangement. The Company adopted this guidance using the prospective method. The impact of the adoption of this standard was immaterial to the condensed consolidated financial statements. h) Recently issued accounting pronouncements not yet adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which provides guidance regarding the measurement of credit losses on financial instruments. The new guidance replaces the incurred loss impairment methodology in the current guidance with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. This ASU will be effective for the Company commencing after December 31, 2022. The Company is in the process of assessing the impact of this ASU on our condensed consolidated financial statements and disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform within Topic 848, which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients and are retained through the end of the hedging relationship. The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied. The amendments in this update were effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is evaluating the effect of ASU 2020-04 on the Company’s condensed consolidated financial statements. Although there are several other new accounting pronouncements issued or proposed by the FASB, which we have adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial position or results of operations. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination | Business Combination On June 10, 2020, Nebula consummated a business combination with Open Lending, LLC pursuant to the Business Combination Agreement. Pursuant to ASC 805, for financial accounting and reporting purposes, Open Lending, LLC was deemed the accounting acquirer and Nebula was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of Open Lending, LLC issuing equity for the net assets of Nebula, accompanied by a recapitalization. Under this method of accounting, the consolidated financial statements of Open Lending, LLC are the historical financial statements of Open Lending Corporation. The net assets of Nebula were stated at historical costs, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP, and are consolidated with Open Lending, LLC’s financial statements on the Closing Date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. As a result of the Business Combination, Open Lending, LLC’s unitholders received aggregate consideration of approximately $1.0 billion, which consisted of (i) $328.8 million in cash at the Closing, net of transaction expenses, (ii) $135.0 million in cash distribution from debt issued in March 2020, and (iii) 51,909,655 shares of common stock valued at $10.00 per share, totaling $519.1 million. In addition, Open Lending, LLC’s unitholders received additional contingent consideration of 22,500,000 shares based on meeting certain thresholds following the Business Combination. All contingent consideration shares were issued or released during the third quarter of 2020. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $55.5 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. In addition, the Company incurred $9.1 million in transaction bonuses paid to key employees and directors and $2.2 million in non-cash share-based compensation expense due to the accelerated vesting of Open Lending, LLC’s legacy share-based compensation plan in the second quarter of 2020. The transaction bonuses and share-based compensation are included in general and administrative expense on our consolidated statements of operations and comprehensive income (loss) during the second quarter of 2020. See Note 7—Share-Based Compensation for additional information. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table provides a summary of the Company’s debt as of the dates indicated: June 30, 2021 December 31, 2020 (in thousands) Revolving Facility, matures in 2026 $ 25,000 $ — Term Loan due 2026 124,219 — Term Loan due 2027 — 166,813 Less: unamortized deferred financing costs (1,576) (9,066) Total debt 147,643 157,747 Less: current portion of debt (3,125) (4,888) Total long-term debt, net of deferred financing costs $ 144,518 $ 152,859 Term Loan due 2027 On March 11, 2020, the Company entered into a credit agreement with UBS A.G. as the administrative agent and the lenders from time to time party thereto (the “Credit Agreement”). Pursuant to the Credit Agreement, the lenders thereto funded a term loan (the “Term Loan due 2027”) in a principal amount of $170.0 million bearing an interest rate per annum of LIBOR plus 6.5% (subject to a LIBOR floor of 1%), with a maturity date in March 2027. The Term Loan due 2027 was retired by the Company paying off its outstanding principal and interest with proceeds from issuance of the Term Loan due 2026 and the Revolving Facility (both as defined below) in March 2021. The transaction was deemed as a debt extinguishment under ASC Topic 405-20, “Liabilities—Extinguishments of Liabilities,” and accordingly, the Company recognized a non-cash debt extinguishment loss of $8.8 million, which was recorded under the caption loss on extinguishment of debt in the condensed consolidated statements of operations and comprehensive income during the six months ended June 30, 2021. The loss on debt extinguishment was calculated as the difference between the carrying amount of the debt and the price paid to retire the debt, which primarily consisted of the write-off of the unamortized deferred financing costs related to the Term Loan due 2027. New Credit Agreement—Term Loan due 2026 and Revolving Credit Facility On March 19, 2021, the Company entered into a credit agreement with Wells Fargo Bank, N.A. as the administrative agent (the “New Credit Agreement”), pursuant to which the lenders thereto (i) funded a senior secured term loan in an aggregate principal amount of $125.0 million maturing in March 2026 (the “Term Loan due 2026”) and (ii) committed to provide a $50.0 million senior secured revolving credit facility, including a $10.0 million letter of credit sub-facility, maturing in March 2026 (the “Revolving Facility”). The obligations of the Company under the Term Loan due 2026 and the Revolving Facility are guaranteed by all of the Company’s U.S. subsidiaries and are secured by substantially all of the assets of the Company and its U.S. subsidiaries, subject to customary exceptions. Interest under the Term Loan due 2026 and the Revolving Facility are, at the option of the Company, either at an Alternate Base Rate (“ABR”) plus a spread ranging from 0.75% to 1.50%, or LIBOR plus a spread ranging from 1.75% to 2.50%. With respect to the ABR loans, interest will be payable at the end of each calendar quarter. With respect to the LIBOR loans, interest will be payable at the end of the selected interest period. Additionally, there is a commitment fee payable at the end of each quarter at a rate per annum ranging from 0.200% to 0.275% based on the average daily unused portion of the Revolving Facility, and other customary letter of credit fees. Pursuant to the New Credit Agreement, the interest rate spreads and commitment fees increase or decrease in increments as our Funded Secured Debt/EBITDA ratio increase or decreases. As of June 30, 2021, both the Term Loan due 2026 and the Revolving Facility are subject to LIBOR of 0.098% plus a spread of 2.00% per annum. In June 2021, the Company made a payment of $25.0 million to the outstanding balance of the Revolving Facility and has an unused commitment balance of $25.0 million under the Revolving Facility at June 30, 2021. Commitment fees will be accrued at 0.225% per annum on the unused commitment balance. In connection with the issuance of the Term Loan due 2026 and the Revolving Facility, the Company incurred total deferred financing costs of $1.7 million, of which $1.2 million was allocated to the Term Loan due 2026 and $0.5 million was allocated to the Revolving Facility. The deferred financing costs were capitalized as a contra-liability against the principal balance of the loans and are amortized as interest expense using the effective interest method. Unamortized deferred financing costs were $1.6 million as of June 30, 2021. As of June 30, 2021, the weighted average effective interest rate on our outstanding borrowings was 2.38%. The New Credit Agreement contains a maximum total net leverage ratio financial covenant and a minimum fixed charge coverage ratio financial covenant that are tested quarterly starting with the quarter ending June 30, 2021. The maximum total net leverage ratio is 3.5 to 1.0 for periods on or prior to December 31, 2022, and then decreases to 3.0 to 1.0 after December 31, 2022. The minimum fixed charge coverage ratio is 1.25 to 1.0. As of June 30, 2021, the Company was in compliance with all required covenants under the New Credit Agreement. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity On June 11, 2020, Open Lending Corporation’s common stock began trading on the NASDAQ under the symbol “LPRO.” Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.01 per share: (i) 550,000,000 shares of common stock; and (ii) 10,000,000 shares of preferred stock. Immediately following the Business Combination, there were 91,849,909 shares of common stock, which excluded 3,437,500 shares issued and outstanding that were subject to certain lock-up and forfeiture arrangements, with a par value of $0.01 per share, and 9,166,659 warrants outstanding. In addition to the shares issued on the Closing Date, Open Lending, LLC’s unitholders received additional contingent consideration of 22,500,000 shares and certain Nebula’s equity holders received 1,250,000 earn-out shares of common stock as the price of the Company’s common stock trading on the NASDAQ met certain thresholds following the Business Combination. As discussed in Note 3— Business Combination , the Company has retroactively adjusted the shares issued and outstanding prior to June 10, 2020 to give effect to the exchange ratio established in the Business Combination Agreement to determine the number of shares of common stock into which they were converted. In connection to the Business Combination, on July 1, 2020, the Company filed a Registration Statement on Form S-1 to register 52,916,659 shares of common stock for the issuance by the Company of (i) up to an aggregate of 23,750,000 shares of our common stock that may be issued as earn-out consideration upon certain triggering events, and (ii) 9,166,659 shares of our common stock that may be issued upon exercise of warrants to purchase common stock at an exercise price of $11.50 per share of common stock, herein referenced as public warrants. Underwritten Public Offering On April 6, 2021, the Company completed an underwritten public offering of 9,000,000 shares of our common stock at a public offering price of $34.00 per share. All shares were sold by existing stockholders, including Nebula Holdings, LLC and its affiliates, Bregal Sagemount, and certain executive officers of the Company. The selling stockholders also granted the underwriters a 30-day option to purchase up to 1,350,000 additional shares of common stock. The Company did not issue any shares and did not receive any of the proceeds of the offering. Share Repurchase Pursuant to a Stock Repurchase Agreement, dated as of March 29, 2021, between Open Lending and the selling stockholders named therein, the Company repurchased from the selling stockholders on April 6, 2021 an aggregate number of 612,745 shares of its common stock totaling $20.0 million at the same per share price paid by the underwriters to the selling stockholders in the offering. The $20.0 million stock repurchase was recorded in treasury stock at cost. Dividend Any decision to declare and pay dividends in the future will be made at the sole discretion of the Company’s Board of Directors and will depend on, among other things, results of operations, cash requirements, financial condition, contractual restrictions and other factors that Company’s Board of Directors may deem relevant. In addition, the Company’s ability to pay dividends is limited by covenants in the Company’s existing indebtedness and may be limited by the agreements governing other indebtedness that it or its subsidiaries incur in the future. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company accounts for a contract with a customer when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights and payment terms can be identified, the contract has commercial substance, and it is probable the Company will collect substantially all of the consideration to which it is entitled. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. Revenue from contracts with lending institutions Program fees are derived from contracts with automotive lenders. Through the Company’s proprietary LPP, the Company enables automotive lenders to make loans that are insured against certain credit losses from defaults. The Company generates program fee revenue from our proprietary, cloud-based software platform that enables automotive lenders, Original Equipment Manufacturing (“OEM”) captive finance companies and other financial institutions (collectively “lending institutions”) to approve loans to traditionally underserved non-prime or near-prime borrowers. The Company receives program fees for providing loan decision-making analytics solutions and automated issuance of credit default insurance with third-party insurance providers. The Company’s performance obligation is complete when a loan is certified through LPP and is issued by the lending institution. Program fee contracts contain a single performance obligation, which consist of a series of distinct services that are substantially the same with the same pattern of transfer to customers. Program fees are based on a percentage of the initial principal amount of the loans processed by the Company. There are two types of payment arrangements: i) a single pay program fee is due based on the volume of loans originated by the lending institution in a calendar month; or ii) a monthly pay program fee is due in equal monthly installments within 12 months of loan origination. The Company bills the customer for an amount calculated based on the actual number of loans processed in a calendar month, which corresponds directly with the value of service transferred to the customer in that month. Revenue from contracts with insurance carriers At June 30, 2021, the Company has producer agreements with three insurance carrier partners from which the Company earns or will earn profit share revenue and claims administration service fees. In the profit share arrangement, the Company facilitates placement of credit default insurance policies with lending institutions on behalf of our insurance partners. Profit share revenue represents our participation in the underwriting profit of our third-party insurance partners who provide lenders with credit default insurance on loans the automotive lenders make using our LPP. The Company receives a percentage of the aggregate monthly insurance underwriting profit. Monthly insurance underwriting profit is calculated as the monthly earned premium less expenses and losses (including reserves for incurred but not reported losses), with losses accrued and carried forward for future profit share calculations. The Company fulfills its performance obligation upon placement of the insurance, at which point the Company is entitled to the profit share of all future net premiums earned by the insurance carrier on the policy. To determine the profit share revenue, the Company uses forecasts of loan-level earned premium and insurance claim payments. These forecasts are driven by the projection of loan defaults, prepayments and severity rates. These assumptions are based on our observations of the historical behavior for loans with similar risk characteristics. The assumptions also take consideration of the forecast adjustments under various macroeconomic conditions and the current mix of the underlying portfolio of our insurance partners. To the extent these assumptions change, our profit share revenue is adjusted. In accordance with ASC 606, at the time of the placement of a policy by an insurance company, the Company estimates the variable consideration based on undiscounted expected future profit share to be received from the insurance carriers. The Company applies economic stress factors in the Company’s forecast to constrain its estimation of future profit share revenue to an amount reflecting the Company’s belief that a significant reversal in the cumulative amount of revenue is not probable of occurring when the uncertainty is resolved. Claims administration service fees are generated from us acting as a third-party administrator to process and adjudicate the credit default insurance claims on behalf of the insurance companies. In this arrangement, the performance obligation to provide claims administration services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies our performance obligations. Contract Balances Contract assets for the periods indicated below were as follows: Contract Assets Profit TPA Fee Program Total (in thousands) Ending balance as of December 31, 2020 $ 83,177 $ 822 $ 5,343 $ 89,342 Increase of contract assets due to new business generation 49,673 3,053 35,508 88,234 Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods 16,899 — — 16,899 Receivables transferred from contract assets upon billing the lending institutions — — (34,903) (34,903) Payments received from insurance carriers (44,863) (2,776) — (47,639) Ending balance as of June 30, 2021 $ 104,886 $ 1,099 $ 5,948 $ 111,933 As of June 30, 2021 and December 31, 2020, our contract assets consisted of $61.0 million and $50.4 million, respectively, as the portion estimated to be received within one year, and $50.9 million and $39.0 million, respectively, in the non-current portion to be received beyond one year. During the six months ended June 30, 2021, the profit share component of our contract assets increased $49.7 million in anticipated profit share associated with 79,726 new certified loans for an average of $623 per loan, and a $16.9 million positive adjustment in the contract asset related to performance obligations satisfied in previous periods as a result of the continued positive portfolio performance due to lower than projected default frequency and severity stress and overall fewer claims for loss. This positive change in estimate of $16.9 million in the first six months of 2021 resulted in an increase in the contract asset, revenues and expected future cash flows from historical vintages. The Company received $24.9 million and $44.9 million, respectively, in profit share payments from our insurance carriers, during the three and six months ended June 30, 2021, an increase in collections over our previous quarters. The increase is primarily the result of an increase in certified loan volumes and our carriers releasing reserves established due to uncertainty related to the COVID-19 pandemic. More specifically, reserves were established to reflect the potential for higher defaults, increased severity of defaults and accelerated prepayments. These risks have not materialized as the portfolio has performed better than expected. Contract Costs The fulfillment costs associated with our contracts with customers do not meet the criteria for capitalization and therefore are expensed as incurred. Disaggregation of Revenues The Company disaggregates revenues by revenue source (i.e. program fee, profit share and claims administration service fee), and the level of disaggregation is presented in the condensed consolidated statement of operations and comprehensive income. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Class B Common Unit Incentive Plan (the “Class B Plan”) Prior to the Business Combination, commencing in 2013, the Board of Managers of Open Lending, LLC approved the Class B Unit Incentive Plan (the “Class B Plan”), which was a form of long-term compensation that provided for the issuance of ownership shares to service providers for purposes of retaining them and enabling such individuals to participate in the long-term growth and financial success of Open Lending, LLC. As a result of the Business Combination, the Board of Managers approved an acceleration of the awards granted in connection with the Class B Plan, to allow accelerated vesting of the units at the consummation of the Business Combination. On the date of the Closing, the Class B common units were converted into shares of Company common stock utilizing the exchange ratio established in the Business Combination Agreement, and the accelerated vesting of 571,983 awards resulted in $2.2 million of non-cash share-based compensation expense recorded to general and administrative expense during the three months ended June 30, 2020. 2020 Stock Option and Incentive Plan (the “2020 Plan”) Prior to the closing of the Business Combination, on June 9, 2020, Nebula’s stockholders approved the 2020 Plan. The 2020 Plan provides for the grant of stock options, stock appreciation rights, restricted stock units and other stock or cash-based awards. The Company initially reserved 9,693,750 shares, approximately 10% of its common stock outstanding upon the Closing, as the “Initial Limit” for the issuance of awards under the 2020 Plan. The 2020 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2021, by 4% of the outstanding number of shares of the Company’s common stock on the immediately preceding December 31, or the “Annual Increase.” This limit is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. As of June 30, 2021, the shares reserved and available for issuance under the 2020 Plan is 14,206,901, which includes the 4% annual increase in 2021 less restricted stock units and stock options granted under the 2020 Plan. Share-based compensation expense recorded for each type of award is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Time-Based Restricted Stock Units $ 458 $ — $ 691 $ — Performance-Based Restricted Stock Units 276 — 553 — Stock Options 193 — 384 — Class B Common Units — 2,189 — 2,676 Total share-based compensation expense $ 927 $ 2,189 $ 1,628 $ 2,676 During the three and six months ended June 30, 2021 and 2020, share-based compensation expense was allocated to cost of services, general and administrative, selling and marketing, and research and development, generally based on the functional responsibilities of the awarded unit holders in the accompanying condensed consolidated statements of operations and comprehensive income as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) General and administrative $ 773 $ 2,189 $ 1,327 $ 2,633 Selling and marketing 91 — 182 12 Cost of services 29 — 57 25 Research and development 34 — 62 6 Total $ 927 $ 2,189 $ 1,628 $ 2,676 The following table provides information related to the Company’s share-based compensation award activity for the six months ended June 30, 2021: Time-Based Stock Options Performance-Based Number of Awards Weighted Average Fair Value at Grant Date Number of Awards Weighted Average Exercise Price Number of Awards Weighted Average Fair Value at Grant Date Outstanding as of December 31, 2020 109,920 $ 28.20 199,764 $ 33.56 — $ — Granted 150,000 38.65 — — 99,289 33.44 Vested/Exercised — — — — — — Forfeited — — — — — — Outstanding as of June 30, 2021 259,920 $ 34.23 199,764 $ 33.56 99,289 $ 33.44 The unrecognized share-based compensation expense at June 30, 2021 was as follows: Unrecognized Share-based Compensation Expense Weighted Average Amortization Period (in thousands) Time-Based Restricted Stock Units $ 8,059 3.46 years Stock Options 2,710 3.50 years Performance-Based Restricted Stock Units 2,767 2.50 years Total unrecognized share-based compensation expense $ 13,536 3.28 years |
Net Income (Loss) per Share
Net Income (Loss) per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Net Income (Loss) per Share Pursuant to the Restated and Amended Certificate of Incorporation and as a result of the reverse recapitalization, the Company has retrospectively adjusted the weighted average shares outstanding prior to June 10, 2020 to give effect to the exchange ratio used to determine the number of shares of common stock into which they were converted. Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of potentially dilutive common shares outstanding during the period using the applicable methods. The potentially dilutive common shares during the three and six months ended June 30, 2021 include unvested stock options, time-based restricted stock units, and performance-based restricted stock units containing conditions that are based on the operating results of the Company, which are considered contingently issuable in the diluted net income (loss) calculation, and which are accounted for using the treasury stock method. The potentially dilutive common shares are included in the calculation of diluted net income (loss) per share only when their effect is dilutive. The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands, except shares and per share data) Basic net income (loss) per share: Numerator Net income (loss) $ 75,966 $ (49,805) $ 88,828 $ (41,633) Preferred distribution to redeemable convertible Series C preferred units — (214) — (40,689) Non-cash adjustment to redemption amount of the redeemable convertible Series C preferred units — — — 47,537 Net income (loss) attributable to common stockholders $ 75,966 $ (50,019) $ 88,828 $ (34,785) Denominator Weighted average common shares 126,230,752 49,547,284 126,515,343 43,589,168 Basic net income (loss) per share attributable to common stockholders $ 0.60 $ (1.01) $ 0.70 $ (0.80) Diluted net income (loss) per share: Numerator Net income (loss) attributable to common stockholders $ 75,966 $ (50,019) $ 88,828 $ (34,785) Denominator Basic weighted average common shares 126,230,752 49,547,284 126,515,343 43,589,168 Dilutive effect of outstanding Time-Based Restricted Stock Units 43,445 — 38,739 — Diluted weighted average common shares 126,274,197 49,547,284 126,554,082 43,589,168 Diluted net income (loss) per share attributable to common stockholders $ 0.60 $ (1.01) $ 0.70 $ (0.80) The following potentially dilutive outstanding securities for the three and six months ended June 30, 2021 and 2020 were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Unvested Stock Options 199,764 — 199,764 — Unvested Performance-Based Restricted Stock Units 99,289 — 99,289 — Redeemable stock warrants — 9,166,659 — 9,166,659 Contingency consideration — 27,187,500 — 27,187,500 Retroactively restated Series C preferred units — 14,278,603 — 14,278,603 Total 299,053 50,632,762 299,053 50,632,762 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial InstrumentsFair value is the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants. In arriving at a fair value measurement, the Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. The three levels of inputs used to establish fair value are the following: • Level 1 — Quoted prices in active markets for identical assets or liabilities; • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted discount rates, available observable and unobservable inputs. Fair Value Hierarchy The following table presents the placement in the fair value hierarchy of the Company’s debt instruments at June 30, 2021 and December 31, 2020. Carrying value Fair value measurement at June 30, 2021 Level 1 Level 2 Level 3 (in thousands) Liabilities: Debt at fair value $ 147,643 $ — $ 147,643 $ — Total $ 147,643 $ — $ 147,643 $ — Carrying value Fair value measurement at December 31, 2020 Level 1 Level 2 Level 3 (in thousands) Liabilities: Debt at fair value $ 157,747 $ — $ 157,747 $ — Total $ 157,747 $ — $ 157,747 $ — The carrying amount of the Company’s debt approximates its fair value due to its variable interest rate that is tied to the current LIBOR plus an applicable spread. The Company’s accounting policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of any level for the periods ended June 30, 2021 and December 31, 2020. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes During the three and six months ended June 30, 2021, the Company recognized income tax expense of $23.3 million and $27.7 million. For each of the three and six months ended June 30, 2020, the Company recognized income tax expense of $1.4 million. The effective tax rate for the three and six months ended June 30, 2021 was 23.4% and 23.8%, respectively, as compared to effective tax rate of (2.8)% and (3.4)% for the three and six months ended June 30, 2020, respectively. The Company’s income tax expense for the three and six months ended June 30, 2021 differs from amounts computed by applying the U.S. federal statutory tax rate of 21% primarily due to the early termination of the tax receivable agreement, officer’s compensation limitation under Section 162(m), and state income tax expenses. The Company’s income tax expense for the three and six months ended June 30, 2020 differs from amounts computed by applying the U.S. federal statutory tax rate of 21% primarily due to the flow-thru entity structure prior to the Business Combination. As of June 30, 2021, the Company has assessed whether it is more likely than not that our deferred tax assets will be realized. In making this determination, the Company considers all available positive and negative evidence and makes certain assumptions. The Company considers, among other things, the reversal of its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends and its outlook for future years. The Company believes it is more-likely-than-not all deferred tax assets will be realized and has not recorded any valuation allowance as of June 30, 2021. Management of the Company has evaluated the aggregate exposure for uncertain tax positions for all open tax years and concluded that the Company and its predecessor have no material uncertain tax positions as of June 30, 2021 or for any open tax years. Tax penalties and interest, if any, would be reflected in the condensed consolidated statements of operations and comprehensive income in other expenses. The Company has not recorded any penalties or interest related to uncertain tax positions as of June 30, 2021 or for any open tax years. |
Tax Receivable Agreement
Tax Receivable Agreement | 6 Months Ended |
Jun. 30, 2021 | |
Tax Receivable Agreement Disclosure [Abstract] | |
Tax Receivable Agreement | Tax Receivable Agreement In connection with the Business Combination, the Company entered into the Tax Receivable Agreement (“TRA”). The TRA generally provides for the payment by the Company to the Open Lending LLC unitholders and Blocker’s sole shareholder (the “TRA holders”), as applicable, of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes (or are deemed to realize in certain circumstances) in periods after the Closing as a result of: (i) certain tax attributes of Blocker and/or Open Lending, LLC that existed prior to the Business Combination and were attributable to the Blocker; (ii) certain increases in the tax basis of Open Lending, LLC’s assets resulting from the Transactions; (iii) imputed interest deemed to be paid by the Company as a result of payments the Company makes under the Tax Receivable Agreement; and (iv) certain increases in tax basis resulting from payments the Company makes under the Tax Receivable Agreement. The Company will retain the benefit of the remaining 15% of these cash savings. The liability for the TRA was $92.4 million at December 31, 2020, which is shown as tax receivable agreement liability on the Company’s condensed consolidated balance sheets. The Company entered into Amendment No. 1 (the “Amendment”) to the TRA effective April 9, 2021. The Amendment provides that in lieu of early termination payments, the TRA holders are instead entitled to payments equal to 40% of all Tax Benefit Payments (all definitions used herein and otherwise not defined herein shall have the meanings set forth in the Amendment) other than any Actual Interest Amounts that would be required to be paid by the Company under the TRA, using certain valuation. The Amendment provides the Company with the right to terminate and settle all present and future obligations under the TRA with a single payment by the Company to the TRA holders of $36.9 million (the “Early Termination Right”). Absent the Amendment and the exercise of the Early Termination Right, the Company anticipated making TRA payments totaling $92.4 million, undiscounted, over the life of the TRA. On April 12, 2021, an independent committee of disinterested members of the Board of Directors approved the Company’s decision to exercise the Early Termination Right. With the early settlement of the TRA, the Company recognized a gain of $55.4 million, which is included in gain on extinguishment of tax receivable agreement on the Company’s condensed consolidated statements of operations and comprehensive income. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In the second quarter of 2021, cash payments were made to certain related parties totaling $18.5 million in connection with the early termination and settlement of the tax receivable agreement, as discussed in Note 11—Tax Receivable Agreement . On March 25, 2020, Ross Jessup, the Company’s President, borrowed $6.0 million from Open Lending, LLC in accordance with the promissory note in place and the loan was paid in full by Mr. Jessup on March 30, 2020, with proceeds received as result of the non-liquidating distribution paid by Open Lending, LLC to its members. |
Summary of Significant Accoun_2
Summary of Significant Accounting and Reporting Policies and Recent Developments (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and consolidation | Basis of presentation and consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and include the accounts of Open Lending and all its subsidiaries that are directly or indirectly owned or controlled by the Company. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted from these condensed consolidated financial statements, as permitted by SEC rules and regulations. The Company believes the disclosures made in these condensed consolidated financial statements are adequate to make the information herein not misleading. The Company recommends that these condensed consolidated financial statements should be read in conjunction with its audited consolidated financial statements and related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2020. The interim data includes all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of the Company’s management, necessary for a fair statement of the results for the interim periods presented. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the Company’s operating results for the entire fiscal year ending December 31, 2021. The Business Combination is accounted for as a reverse recapitalization as Open Lending, LLC was determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The determination is primarily based on the evaluation of the following facts and circumstances: • the pre-combination unitholders of Open Lending, LLC hold the majority of voting rights in the Company; • the pre-combination unitholders of Open Lending, LLC have the right to appoint the majority of the directors of the Company; • senior management of Open Lending, LLC became the senior management of the Company; and • operations of Open Lending, LLC comprise the ongoing operations of the Company. In connection with the Business Combination, all outstanding units of Open Lending, LLC were converted into common stock of the Company, par value $0.01 per share, representing a recapitalization, and the net assets of Nebula were acquired at historical cost, with no goodwill or intangible assets recorded. Open Lending, LLC was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing are those of Open Lending, LLC. The shares and corresponding capital amounts and net income per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. The number of Series C preferred units in mezzanine equity was also retroactively restated in shares reflecting the exchange ratio, and the carrying amount of the Series C preferred units is based on the fair value of its redemption amount on each reporting date. All Series C preferred units were converted to the Company’s common stock on the Closing Date. |
Coronavirus outbreak | COVID-19The COVID-19 pandemic continues to create uncertainty regarding the U.S. and global economies and our operating results, financial condition and cash flows. The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on certain developments, including the duration and continued spread of variants of COVID-19; the impact on our revenues, which are generated with automobile lenders and insurance company partners and driven by consumer demand for automobiles and automotive loans; extended closures of businesses, the effectiveness of the vaccine distribution program and the vaccines themselves; unemployment levels and the overall impact on our customer behavior, all of which are uncertain and cannot be predicted. The Company is diligently working to ensure that we can continue to operate with minimal disruption, mitigate the impact of the pandemic on our employees’ health and safety, and address potential business interruptions on ourselves and our customers. The Company believes that the COVID-19 pandemic, the mitigation efforts and the resulting economic impact have had, and may continue to have, an overall adverse effect on our business, results of operations and financial condition. The Company saw a reduction in loan applications and certified loans throughout the majority of 2020. As consumers and lenders have adjusted to the pandemic, application and certification levels have increased in 2021. Lenders’ forbearance programs, government stimulus packages, extended unemployment benefits and other government assistance have resulted in a reduction in expected defaults since the onset of the pandemic. As these programs end, defaults may increase. The potential increase in defaults may impact our revenues and subsequent recovery as the automotive finance industry and overall economy recover. The Company continues to closely monitor the current macro environment, particularly monetary and fiscal policies. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act (“JOBS Act”). As such, the Company is eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. The Company will remain an emerging growth company until the earliest of (i) the Company is deemed to be a “large accelerated filer,” as defined in the Exchange Act, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year, (iii) the date on which it has issued more than $1 billion in non- |
Concentrations of revenue and of credit risks | Concentrations of revenue and credit risks The Company’s business relationships with its two insurance partners currently producing revenue generate approximately 66% of the Company’s total revenue for each of the three and six months ended June 30, 2021, with the top insurance partner accounting for approximately 64% of the total profit share revenue. In the event that one or more of our other significant customers terminate their relationships with us, or elect to utilize an alternative source for financing, the number of loans originated through the Lender’s Protection Platform (“LPP”) would decline, which would materially and adversely affect our business and, in turn, our revenue. Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, restricted cash and accounts receivable to the extent of the amounts recorded on the balance sheets. Cash and cash equivalents are deposited in commercial analysis and savings accounts at two financial institutions, both with high credit standing. Restricted cash relates to funds held by the Company on behalf of the insurance carriers, delegated for the use of insurance claim payments. Restricted cash is deposited in commercial analysis accounts at one financial institution. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits of $250,000 per institution. The Company has not experienced any losses on its deposits of cash and cash equivalents and management believes the Company is not exposed to significant risks on such accounts. |
Use of estimates and judgements | Use of estimates and judgments The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates, and those differences may be material. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. The most significant items subject to such estimates and assumptions include, but are not limited to, profit share revenue recognition and the corresponding impact on contract assets, the recognition of the valuations of share-based compensation arrangements, and assessing the realizability of deferred tax assets. These estimates, although based on actual historical trend and modeling, may potentially show significant variances over time. In connection with profit share revenue recognition and the estimation of contract asset under Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), we use forecasts of loan-level earned premium and insurance claim payments. These forecasts are driven by the projection of loan defaults, prepayments and default severity rates. These assumptions are based on our observations of the historical behavior for loans with similar risk characteristics. The assumptions also take into consideration the forecast adjustments under various macroeconomic conditions, including the potential impact from the COVID-19 pandemic, and the current mix of the underlying portfolio of our insurance partners. As the Company closely monitors the development of the pandemic and its ongoing impact on Open Lending's business, management has accordingly adjusted these assumptions during the three and six months of 2021 as a result of changes in facts and circumstances and general market conditions derived from the COVID-19 pandemic. |
Property and equipment | Property and equipmentThe Company's property and equipment balance primarily consists of furniture, fixtures and equipment used in the normal course of business, as well as leasehold improvements and computer software developed for internal use. |
Recently adopted new accounting standards and Recently issued accounting pronouncements not yet adopted | Recently adopted new accounting standards On January, 1, 2021, the Company adopted ASU 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The impact of the adoption of this standard was immaterial to the condensed consolidated financial statements. On January 1, 2021, the Company adopted ASU 2018-15, Intangibles—Goodwill and Other—Internal—Use Software, Subtopic, 350-40, which provides guidance on a customer’s accounting for implementation costs incurred in a cloud-computing arrangement when hosted by a vendor. The guidance provides that, in a hosting arrangement that is a service contract, certain implementation costs should be capitalized and amortized over the term of the arrangement. The Company adopted this guidance using the prospective method. The impact of the adoption of this standard was immaterial to the condensed consolidated financial statements. In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which provides guidance regarding the measurement of credit losses on financial instruments. The new guidance replaces the incurred loss impairment methodology in the current guidance with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. This ASU will be effective for the Company commencing after December 31, 2022. The Company is in the process of assessing the impact of this ASU on our condensed consolidated financial statements and disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform within Topic 848, which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients and are retained through the end of the hedging relationship. The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied. The amendments in this update were effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is evaluating the effect of ASU 2020-04 on the Company’s condensed consolidated financial statements. Although there are several other new accounting pronouncements issued or proposed by the FASB, which we have adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial position or results of operations. |
Fair Value of Financial Instruments | Fair value is the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants. In arriving at a fair value measurement, the Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. The three levels of inputs used to establish fair value are the following: • Level 1 — Quoted prices in active markets for identical assets or liabilities; • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted discount rates, available observable and unobservable inputs. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table provides a summary of the Company’s debt as of the dates indicated: June 30, 2021 December 31, 2020 (in thousands) Revolving Facility, matures in 2026 $ 25,000 $ — Term Loan due 2026 124,219 — Term Loan due 2027 — 166,813 Less: unamortized deferred financing costs (1,576) (9,066) Total debt 147,643 157,747 Less: current portion of debt (3,125) (4,888) Total long-term debt, net of deferred financing costs $ 144,518 $ 152,859 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Contract Assets | Contract assets for the periods indicated below were as follows: Contract Assets Profit TPA Fee Program Total (in thousands) Ending balance as of December 31, 2020 $ 83,177 $ 822 $ 5,343 $ 89,342 Increase of contract assets due to new business generation 49,673 3,053 35,508 88,234 Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods 16,899 — — 16,899 Receivables transferred from contract assets upon billing the lending institutions — — (34,903) (34,903) Payments received from insurance carriers (44,863) (2,776) — (47,639) Ending balance as of June 30, 2021 $ 104,886 $ 1,099 $ 5,948 $ 111,933 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Share-based compensation expense recorded for each type of award is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) Time-Based Restricted Stock Units $ 458 $ — $ 691 $ — Performance-Based Restricted Stock Units 276 — 553 — Stock Options 193 — 384 — Class B Common Units — 2,189 — 2,676 Total share-based compensation expense $ 927 $ 2,189 $ 1,628 $ 2,676 During the three and six months ended June 30, 2021 and 2020, share-based compensation expense was allocated to cost of services, general and administrative, selling and marketing, and research and development, generally based on the functional responsibilities of the awarded unit holders in the accompanying condensed consolidated statements of operations and comprehensive income as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands) General and administrative $ 773 $ 2,189 $ 1,327 $ 2,633 Selling and marketing 91 — 182 12 Cost of services 29 — 57 25 Research and development 34 — 62 6 Total $ 927 $ 2,189 $ 1,628 $ 2,676 The unrecognized share-based compensation expense at June 30, 2021 was as follows: Unrecognized Share-based Compensation Expense Weighted Average Amortization Period (in thousands) Time-Based Restricted Stock Units $ 8,059 3.46 years Stock Options 2,710 3.50 years Performance-Based Restricted Stock Units 2,767 2.50 years Total unrecognized share-based compensation expense $ 13,536 3.28 years |
Share-based Payment Arrangement, Activity | The following table provides information related to the Company’s share-based compensation award activity for the six months ended June 30, 2021: Time-Based Stock Options Performance-Based Number of Awards Weighted Average Fair Value at Grant Date Number of Awards Weighted Average Exercise Price Number of Awards Weighted Average Fair Value at Grant Date Outstanding as of December 31, 2020 109,920 $ 28.20 199,764 $ 33.56 — $ — Granted 150,000 38.65 — — 99,289 33.44 Vested/Exercised — — — — — — Forfeited — — — — — — Outstanding as of June 30, 2021 259,920 $ 34.23 199,764 $ 33.56 99,289 $ 33.44 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 (in thousands, except shares and per share data) Basic net income (loss) per share: Numerator Net income (loss) $ 75,966 $ (49,805) $ 88,828 $ (41,633) Preferred distribution to redeemable convertible Series C preferred units — (214) — (40,689) Non-cash adjustment to redemption amount of the redeemable convertible Series C preferred units — — — 47,537 Net income (loss) attributable to common stockholders $ 75,966 $ (50,019) $ 88,828 $ (34,785) Denominator Weighted average common shares 126,230,752 49,547,284 126,515,343 43,589,168 Basic net income (loss) per share attributable to common stockholders $ 0.60 $ (1.01) $ 0.70 $ (0.80) Diluted net income (loss) per share: Numerator Net income (loss) attributable to common stockholders $ 75,966 $ (50,019) $ 88,828 $ (34,785) Denominator Basic weighted average common shares 126,230,752 49,547,284 126,515,343 43,589,168 Dilutive effect of outstanding Time-Based Restricted Stock Units 43,445 — 38,739 — Diluted weighted average common shares 126,274,197 49,547,284 126,554,082 43,589,168 Diluted net income (loss) per share attributable to common stockholders $ 0.60 $ (1.01) $ 0.70 $ (0.80) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive outstanding securities for the three and six months ended June 30, 2021 and 2020 were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Unvested Stock Options 199,764 — 199,764 — Unvested Performance-Based Restricted Stock Units 99,289 — 99,289 — Redeemable stock warrants — 9,166,659 — 9,166,659 Contingency consideration — 27,187,500 — 27,187,500 Retroactively restated Series C preferred units — 14,278,603 — 14,278,603 Total 299,053 50,632,762 299,053 50,632,762 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Assets and Liabilities Measured on Recurring Basis | The following table presents the placement in the fair value hierarchy of the Company’s debt instruments at June 30, 2021 and December 31, 2020. Carrying value Fair value measurement at June 30, 2021 Level 1 Level 2 Level 3 (in thousands) Liabilities: Debt at fair value $ 147,643 $ — $ 147,643 $ — Total $ 147,643 $ — $ 147,643 $ — Carrying value Fair value measurement at December 31, 2020 Level 1 Level 2 Level 3 (in thousands) Liabilities: Debt at fair value $ 157,747 $ — $ 157,747 $ — Total $ 157,747 $ — $ 157,747 $ — |
Description of Business, Back_2
Description of Business, Background and Nature of Operations - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2021segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting and Reporting Policies and Recent Developments - Additional Information (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 11, 2020 | |
Concentration Risk [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Two Insurance Partners | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 66.00% | 66.00% | ||
Top Insurance Partner | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 64.00% | |||
One Customer | Accounts Receivable | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 16.00% | 19.00% |
Business Combination - Addition
Business Combination - Additional Information (Detail) - Nebula Holdings LLC $ / shares in Units, $ in Millions | Jun. 10, 2020USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Aggregate consideration | $ 1,000 |
Cash payments to acquire businesses | 328.8 |
Business combination, consideration transferred, liabilities incurred | $ 135 |
Business combination, number of shares issued (in shares) | shares | 51,909,655 |
Business combination, share price (in dollars per share) | $ / shares | $ 10 |
Business combination, equity issued | $ 519.1 |
Direct and Incremental Costs | |
Business Acquisition [Line Items] | |
Business combination, acquisition related costs | 55.5 |
Bonus | |
Business Acquisition [Line Items] | |
Business combination, acquisition related costs | 9.1 |
Share Based Compensation Expense | |
Business Acquisition [Line Items] | |
Business combination, acquisition related costs | $ 2.2 |
Earnout Consideration | |
Business Acquisition [Line Items] | |
Business combination, number of shares issued (in shares) | shares | 22,500,000 |
Debt - Summary of Debt (Detail)
Debt - Summary of Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 19, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Less: unamortized deferred financing costs | $ (1,576) | $ (9,066) | |
Total debt | 147,643 | 157,747 | |
Less: current portion of debt | (3,125) | (4,888) | |
Total long-term debt, net of deferred financing costs | 144,518 | 152,859 | |
Medium-term Notes | Term Loan due 2026 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 124,219 | $ 125,000 | 0 |
Less: unamortized deferred financing costs | (1,200) | ||
Medium-term Notes | Term Loan due 2027 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 0 | 166,813 | |
Revolving Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 25,000 | $ 0 | |
Less: unamortized deferred financing costs | $ (500) |
Debt - Additional Information (
Debt - Additional Information (Detail) | Mar. 19, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ (8,778,000) | $ 0 | |||
Debt issuance costs, net | $ 1,576,000 | $ 1,576,000 | $ 1,576,000 | $ 9,066,000 | |||
New Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 25,000,000 | ||||||
Debt issuance costs, net | $ 1,700,000 | ||||||
Debt, weighted average interest rate | 2.38% | 2.38% | 2.38% | ||||
Maximum total net leverage ratio | 3.5 | ||||||
Decrease maximum total net leverage ratio | 3 | ||||||
Minimum fixed charge coverage ratio | 1.25 | 1.25 | 1.25 | ||||
New Credit Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, commitment fee percentage | 0.275% | ||||||
London Interbank Offered Rate (LIBOR) | New Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.098% | ||||||
Debt instrument, margin rate | 2.00% | ||||||
London Interbank Offered Rate (LIBOR) | New Credit Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
London Interbank Offered Rate (LIBOR) | New Credit Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||
Base Rate | New Credit Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.75% | ||||||
Base Rate | New Credit Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||
Medium-term Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 170,000,000 | $ 170,000,000 | $ 170,000,000 | ||||
Debt instrument, LIBOR floor rate | 1.00% | ||||||
Medium-term Notes | Term Loan due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, gross | $ 125,000,000 | 124,219,000 | 124,219,000 | $ 124,219,000 | 0 | ||
Debt issuance costs, net | 1,200,000 | ||||||
Medium-term Notes | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 6.50% | ||||||
Line of Credit | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, gross | 25,000,000 | 25,000,000 | $ 25,000,000 | $ 0 | |||
Line of credit facility, maximum borrowing capacity | 50,000,000 | ||||||
Line of credit facility, remaining borrowing capacity | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | ||||
Line of credit facility, unused capacity, commitment fee percentage | 0.225% | ||||||
Debt issuance costs, net | 500,000 | ||||||
Line of Credit | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||||||
Line of Credit | New Credit Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, commitment fee percentage | 0.20% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Apr. 06, 2021 | Jul. 01, 2020 | Jun. 10, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 11, 2020 |
Class of Stock [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock, shares authorized (in shares) | 550,000,000 | 550,000,000 | 550,000,000 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | |||
Common stock, shares outstanding (in shares) | 126,190,351 | 126,803,096 | 91,849,909 | |||
Common stock, shares, issued, subject to certain lock-up and forfeiture arrangements (in shares) | 3,437,500 | |||||
Common stock, shares, outstanding, subject to certain lock-up and forfeiture arrangements (in shares) | 3,437,500 | |||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
Class of warrant or right, outstanding (in shares) | 9,166,659 | |||||
Common stock repurchased (in shares) | 612,745 | |||||
Common stock repurchased | $ 20 | |||||
Public Stock Offering | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, maximum shares authorized (in shares) | 9,000,000 | |||||
Sale of stock, price per share (in dollars per share) | $ 34 | |||||
Over-Allotment Option | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, maximum shares authorized (in shares) | 1,350,000 | |||||
Sale of stock, over-allotment purchase period | 30 days | |||||
Public Warrants | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant or right exercise price (in dollars per share) | $ 11.50 | |||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 9,166,659 | |||||
Nebula Holdings LLC | ||||||
Class of Stock [Line Items] | ||||||
Business combination, number of shares issued (in shares) | 51,909,655 | |||||
Nebula Holdings LLC | Earnout Consideration | ||||||
Class of Stock [Line Items] | ||||||
Business combination, number of shares issued (in shares) | 22,500,000 | |||||
Nebula Holdings LLC | Earnout Consideration | Nebula Equity Holders | ||||||
Class of Stock [Line Items] | ||||||
Business combination, number of shares issued (in shares) | 1,250,000 | |||||
Nebula Holdings LLC | Maximum | Earnout Consideration | ||||||
Class of Stock [Line Items] | ||||||
Business combination, number of shares issued (in shares) | 23,750,000 | |||||
Nebula Holdings LLC | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Number of shares registered for issuance (in shares) | 52,916,659 |
Revenue - Summary Of Contract A
Revenue - Summary Of Contract Assets (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Contract With Customer, Asset [Roll Forward] | |
Beginning balance | $ 89,342 |
Increase of contract assets due to new business generation | 88,234 |
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods | 16,899 |
Receivables transferred from contract assets upon billing the lending institutions | (34,903) |
Payments received from insurance carriers | (47,639) |
Ending balance | 111,933 |
Profit Share | |
Contract With Customer, Asset [Roll Forward] | |
Beginning balance | 83,177 |
Increase of contract assets due to new business generation | 49,673 |
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods | 16,899 |
Receivables transferred from contract assets upon billing the lending institutions | 0 |
Payments received from insurance carriers | (44,863) |
Ending balance | 104,886 |
TPA Fee | |
Contract With Customer, Asset [Roll Forward] | |
Beginning balance | 822 |
Increase of contract assets due to new business generation | 3,053 |
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods | 0 |
Receivables transferred from contract assets upon billing the lending institutions | 0 |
Payments received from insurance carriers | (2,776) |
Ending balance | 1,099 |
Program Fee | |
Contract With Customer, Asset [Roll Forward] | |
Beginning balance | 5,343 |
Increase of contract assets due to new business generation | 35,508 |
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods | 0 |
Receivables transferred from contract assets upon billing the lending institutions | (34,903) |
Payments received from insurance carriers | 0 |
Ending balance | $ 5,948 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($)loan | Dec. 31, 2020USD ($) | |
Contract With Customer Asset And Liability [Line Items] | |||
Current contract assets | $ 61,032,000 | $ 61,032,000 | $ 50,386,000 |
Non-current contract assets | 50,901,000 | 50,901,000 | $ 38,956,000 |
Increase of contract assets due to new business generation | 88,234,000 | ||
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods | 16,899,000 | ||
Payments received from insurance carriers | 47,639,000 | ||
Profit share | |||
Contract With Customer Asset And Liability [Line Items] | |||
Increase of contract assets due to new business generation | $ 49,673,000 | ||
Number of new certified loans | loan | 79,726 | ||
Contract with customer, asset, price per loan | $ 623 | ||
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods | 16,899,000 | ||
Payments received from insurance carriers | 44,863,000 | ||
Profit share | COVID-19 | |||
Contract With Customer Asset And Liability [Line Items] | |||
Payments received from insurance carriers | $ 24,900,000 | $ 44,900,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 09, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 1,628 | $ 2,676 | ||
Class B Unit Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares vested (in shares) | 571,983 | |||
Share-based compensation | $ 2,200 | |||
Stock Option And Incentive Plan, 2020 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance (in shares) | 14,206,901 | 9,693,750 | ||
Percent on number of shares outstanding | 10.00% | |||
Percent of incremental shares on outstanding common stock | 4.00% | 4.00% |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 927 | $ 2,189 | $ 1,628 | $ 2,676 |
Time-Based Restricted Stock Units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 458 | 0 | 691 | 0 |
Performance-Based Restricted Stock Units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 276 | 0 | 553 | 0 |
Stock Options | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 193 | 0 | 384 | 0 |
Class B Common Units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 0 | $ 2,189 | $ 0 | $ 2,676 |
Share-Based Compensation - Sh_2
Share-Based Compensation - Share-based Compensation Expense Allocated to Income Statement Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 927 | $ 2,189 | $ 1,628 | $ 2,676 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 773 | 2,189 | 1,327 | 2,633 |
Selling and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 91 | 0 | 182 | 12 |
Cost of services | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 29 | 0 | 57 | 25 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 34 | $ 0 | $ 62 | $ 6 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Options and Restricted Stock Award Activity (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of Awards | |
Beginning balance (in shares) | shares | 199,764 |
Granted (in shares) | shares | 0 |
Vested/Exercised (in shares) | shares | 0 |
Forfeitures (in shares) | shares | 0 |
Ending balance (in shares) | shares | 199,764 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 33.56 |
Granted (in dollars per share) | $ / shares | 0 |
Vested/Exercised (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 33.56 |
Time-Based Restricted Stock Units | |
Number of Awards | |
Beginning balance (in shares) | shares | 109,920 |
Granted (in shares) | shares | 150,000 |
Vested/Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 259,920 |
Weighted Average Fair Value at Grant Date | |
Beginning balance (in dollars per share) | $ / shares | $ 28.20 |
Granted (in dollars per share) | $ / shares | 38.65 |
Vested/Exercised (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 34.23 |
Performance-Based Restricted Stock Units | |
Number of Awards | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 99,289 |
Vested/Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 99,289 |
Weighted Average Fair Value at Grant Date | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 33.44 |
Vested/Exercised (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 33.44 |
Share-Based Compensation - Unre
Share-Based Compensation - Unrecognized Share-based Compensation Expense (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Total unrecognized share-based compensation expense | $ 13,536 |
Weighted Average Amortization Period | 3 years 3 months 10 days |
Time-Based Restricted Stock Units | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Unrecognized expense, restricted stock | $ 8,059 |
Weighted Average Amortization Period | 3 years 5 months 15 days |
Stock Options | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Unrecognized expense, stock options | $ 2,710 |
Weighted Average Amortization Period | 3 years 6 months |
Performance-Based Restricted Stock Units | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Unrecognized expense, restricted stock | $ 2,767 |
Weighted Average Amortization Period | 2 years 6 months |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Summary of Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator | ||||||
Net income (loss) | $ 75,966 | $ 12,862 | $ (49,805) | $ 8,172 | $ 88,828 | $ (41,633) |
Preferred distribution to redeemable convertible Series C preferred units | 0 | (214) | 0 | (40,689) | ||
Non-cash adjustment to redemption amount of the redeemable convertible Series C preferred units | 0 | 0 | 0 | 47,537 | ||
Net income (loss) attributable to common stockholders | $ 75,966 | $ (50,019) | $ 88,828 | $ (34,785) | ||
Denominator | ||||||
Weighted average common shares (in shares) | 126,230,752 | 49,547,284 | 126,515,343 | 43,589,168 | ||
Basic net income (loss) per share attributable to common stockholders (in dollars per share) | $ 0.60 | $ (1.01) | $ 0.70 | $ (0.80) | ||
Numerator | ||||||
Net income (loss) attributable to common stockholders | $ 75,966 | $ (50,019) | $ 88,828 | $ (34,785) | ||
Denominator | ||||||
Basic weighted average common shares (in shares) | 126,230,752 | 49,547,284 | 126,515,343 | 43,589,168 | ||
Dilutive effect of outstanding Time-Based Restricted Stock Units | 43,445 | 0 | 38,739 | 0 | ||
Diluted weighted average common shares (in shares) | 126,274,197 | 49,547,284 | 126,554,082 | 43,589,168 | ||
Diluted net income per share attributable to common stockholders (in dollars per share) | $ 0.60 | $ (1.01) | $ 0.70 | $ (0.80) |
Net Income (Loss) per Share -_2
Net Income (Loss) per Share - Summary of Antidilutive Securities Excluded from Computation Of Earnings Per Share (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 299,053,000 | 50,632,762,000 | 299,053,000 | 50,632,762,000 |
Unvested Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 199,764,000 | 0 | 199,764,000 | 0 |
Unvested Performance-Based Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 99,289,000 | 0 | 99,289,000 | 0 |
Redeemable stock warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 9,166,659,000 | 0 | 9,166,659,000 |
Contingency consideration | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 27,187,500,000 | 0 | 27,187,500,000 |
Retroactively restated Series C preferred units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 14,278,603,000 | 0 | 14,278,603,000 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Debt at fair value | $ 147,643 | $ 157,747 |
Total | 147,643 | 157,747 |
Level 1 | ||
Liabilities: | ||
Debt at fair value | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Liabilities: | ||
Debt at fair value | 147,643 | 157,747 |
Total | 147,643 | 157,747 |
Level 3 | ||
Liabilities: | ||
Debt at fair value | 0 | 0 |
Total | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 23,267 | $ 1,352 | $ 27,737 | $ 1,364 |
Effective income tax rate reconciliation, percent | 23.40% | (2.80%) | 23.80% | (3.40%) |
Tax Receivable Agreement - Addi
Tax Receivable Agreement - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 12, 2021 | Apr. 09, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Gain on extinguishment of tax receivable agreement | $ 55,422 | $ 0 | $ 55,422 | $ 0 | |||
Tax Receivable Agreement | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Percent of net cash savings payable | 85.00% | 85.00% | |||||
Percent of cash savings retain the benefit | 15.00% | 15.00% | |||||
Deferred tax liabilities | $ 92,400 | ||||||
Percentage of tax benefit payments | 40.00% | ||||||
Tax receivable agreement, termination payment right | $ 36,900 | ||||||
Tax receivable agreement, expected cost | $ 92,400 | ||||||
Gain on extinguishment of tax receivable agreement | $ 55,400 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Jun. 30, 2021 | Mar. 25, 2020 | |
Related Party Transaction [Line Items] | ||
Related party receivables | $ 6 | |
Tax Receivable Agreement | ||
Related Party Transaction [Line Items] | ||
Related party transaction, expenses from transactions with related party | $ 18.5 |