Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39727 | |
Entity Registrant Name | SCIENCE 37 HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-4278203 | |
Entity Address, Address Line One | 800 Park Offices Drive | |
Entity Address, Address Line Two | Suite 3606 | |
Entity Address, City or Town | Research Triangle Park | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27709 | |
City Area Code | 984 | |
Local Phone Number | 377-3737 | |
Title of 12(b) Security | Shares of Common Stock, $0.0001 par value per share | |
Trading Symbol | SNCE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 117,111,905 | |
Entity Central Index Key | 0001819113 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 65,003 | $ 108,091 |
Accounts receivable and unbilled services, net | 14,832 | 10,992 |
Prepaid expenses and other current assets | 6,921 | 7,121 |
Total current assets | 86,756 | 126,204 |
Other assets | 200 | 244 |
Total assets | 86,956 | 126,448 |
Current liabilities: | ||
Accounts payable | 5,955 | 7,206 |
Accrued expenses and other liabilities | 10,002 | 11,364 |
Deferred revenue | 2,840 | 4,606 |
Total current liabilities | 18,797 | 23,176 |
Non-current liabilities: | ||
Deferred revenue | 4,149 | 3,654 |
Operating lease liabilities | 392 | 716 |
Commissions payable | 1,300 | 1,336 |
Other long-term liabilities | 71 | 180 |
Total liabilities | 24,709 | 29,062 |
Commitments and Contingencies (Note 11) | ||
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock, $0.0001 par value; 100,000,000 shares authorized, 0 issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 400,000,000 shares authorized, 117,107,326 and 116,432,029 issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 12 | 12 |
Additional paid-in capital | 359,326 | 350,247 |
Accumulated other comprehensive income | 215 | 193 |
Accumulated deficit | (297,306) | (253,066) |
Total stockholders’ equity | 62,247 | 97,386 |
Total liabilities, preferred stock and stockholders’ equity | $ 86,956 | $ 126,448 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Redeemable convertible preferred stock: | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Stockholders’ equity: | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 117,107,326 | 116,432,029 |
Common stock, shares outstanding (in shares) | 117,107,326 | 116,432,029 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Revenue | $ 15,351,000 | $ 19,275,000 | $ 29,437,000 | $ 37,961,000 |
Operating expenses: | ||||
Cost of revenue (exclusive of depreciation and amortization) | 9,964,000 | 13,842,000 | 21,074,000 | 29,828,000 |
Selling, general and administrative | 16,593,000 | 28,183,000 | 37,073,000 | 58,337,000 |
Impairment of long-lived assets | 5,679,000 | 0 | 13,480,000 | 0 |
Depreciation and amortization | 143,000 | 4,230,000 | 357,000 | 7,699,000 |
Restructuring costs | 3,373,000 | 0 | 3,602,000 | 0 |
Total operating expenses | 35,752,000 | 46,255,000 | 75,586,000 | 95,864,000 |
Loss from operations | (20,401,000) | (26,980,000) | (46,149,000) | (57,903,000) |
Other income (expense): | ||||
Interest income | 813,000 | 95,000 | 1,743,000 | 189,000 |
Sublease income | 33,000 | 240,000 | 65,000 | 479,000 |
Change in fair value of earn-out liability | 0 | 20,900,000 | 110,000 | 96,400,000 |
Other income (expense), net | (24,000) | (88,000) | 25,000 | (105,000) |
Total other income (expense), net | 822,000 | 21,147,000 | 1,943,000 | 96,963,000 |
(Loss) income before income taxes | (19,579,000) | (5,833,000) | (44,206,000) | 39,060,000 |
Income tax expense (benefit) | 0 | 0 | 0 | (1,000) |
Net (loss) income | $ (19,579,000) | $ (5,833,000) | $ (44,206,000) | $ 39,061,000 |
(Loss) earnings per share: | ||||
Basic (in dollars per share) | $ (0.17) | $ (0.05) | $ (0.38) | $ 0.34 |
Diluted (in dollars per share) | $ (0.17) | $ (0.05) | $ (0.38) | $ 0.31 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 116,919 | 115,995 | 116,734 | 115,693 |
Diluted (in shares) | 116,919 | 115,995 | 116,734 | 126,185 |
Comprehensive (loss) income | ||||
Net (loss) income | $ (19,579,000) | $ (5,833,000) | $ (44,206,000) | $ 39,061,000 |
Foreign currency translation | 9,000 | 27,000 | 22,000 | 27,000 |
Total comprehensive (loss) income | $ (19,570,000) | $ (5,806,000) | $ (44,184,000) | $ 39,088,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Dec. 31, 2021 | 114,991,000 | ||||||
Beginning balance at Dec. 31, 2021 | $ 121,599 | $ 11 | $ 323,666 | $ 0 | $ (202,078) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 7,557 | 7,557 | |||||
Proceeds from option exercises (shares) | 723,000 | ||||||
Proceeds from option exercises | 131 | $ 1 | 130 | ||||
Net (loss) income | 44,894 | 44,894 | |||||
Ending balance (in shares) at Mar. 31, 2022 | 115,714,000 | ||||||
Ending balance at Mar. 31, 2022 | 174,181 | $ 12 | 331,353 | 0 | (157,184) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 114,991,000 | ||||||
Beginning balance at Dec. 31, 2021 | 121,599 | $ 11 | 323,666 | 0 | (202,078) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 39,061 | ||||||
Foreign currency translation | 27 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 116,252,000 | ||||||
Ending balance at Jun. 30, 2022 | 175,847 | $ 12 | 338,825 | 27 | (163,017) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 114,991,000 | ||||||
Beginning balance at Dec. 31, 2021 | $ 121,599 | $ 11 | 323,666 | 0 | (202,078) | ||
Ending balance (in shares) at Dec. 31, 2022 | 116,432,029 | 116,432,000 | |||||
Ending balance at Dec. 31, 2022 | $ 97,386 | $ (33) | $ 12 | 350,247 | 193 | (253,066) | $ (33) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-13 [Member] | ||||||
Beginning balance (in shares) at Mar. 31, 2022 | 115,714,000 | ||||||
Beginning balance at Mar. 31, 2022 | $ 174,181 | $ 12 | 331,353 | 0 | (157,184) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 7,103 | 7,103 | |||||
Proceeds from option exercises (shares) | 538,000 | ||||||
Proceeds from option exercises | 369 | $ 0 | 369 | ||||
Net (loss) income | (5,833) | (5,833) | |||||
Foreign currency translation | 27 | 27 | |||||
Ending balance (in shares) at Jun. 30, 2022 | 116,252,000 | ||||||
Ending balance at Jun. 30, 2022 | $ 175,847 | $ 12 | 338,825 | 27 | (163,017) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 116,432,029 | 116,432,000 | |||||
Beginning balance at Dec. 31, 2022 | $ 97,386 | (33) | $ 12 | 350,247 | 193 | (253,066) | (33) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 5,286 | 5,286 | |||||
Proceeds from option exercises (shares) | 30,000 | ||||||
Proceeds from option exercises | 12 | 12 | |||||
Proceeds from issuance of stock under the employee stock purchase plan (in shares) | 267,000 | ||||||
Proceeds from issuance of stock under the employee stock purchase plan | 75 | 75 | |||||
Net (loss) income | (24,628) | (24,628) | |||||
Foreign currency translation | 13 | 13 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 116,729,000 | ||||||
Ending balance at Mar. 31, 2023 | $ 78,111 | $ 12 | 355,620 | 206 | (277,727) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 116,432,029 | 116,432,000 | |||||
Beginning balance at Dec. 31, 2022 | $ 97,386 | $ (33) | $ 12 | 350,247 | 193 | (253,066) | $ (33) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Proceeds from option exercises (shares) | 82,000 | ||||||
Proceeds from issuance of stock under the employee stock purchase plan (in shares) | 267,401 | ||||||
Net (loss) income | $ (44,206) | ||||||
Foreign currency translation | $ 22 | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 117,107,326 | 117,107,000 | |||||
Ending balance at Jun. 30, 2023 | $ 62,247 | $ 12 | 359,326 | 215 | (297,306) | ||
Beginning balance (in shares) at Mar. 31, 2023 | 116,729,000 | ||||||
Beginning balance at Mar. 31, 2023 | 78,111 | $ 12 | 355,620 | 206 | (277,727) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 3,709 | 3,709 | |||||
Proceeds from option exercises (shares) | 52,000 | ||||||
Proceeds from option exercises | 14 | 14 | |||||
RSUs vested (in shares) | 326,000 | ||||||
RSUs vested | (17) | (17) | |||||
Net (loss) income | (19,579) | (19,579) | |||||
Foreign currency translation | $ 9 | 9 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 117,107,326 | 117,107,000 | |||||
Ending balance at Jun. 30, 2023 | $ 62,247 | $ 12 | $ 359,326 | $ 215 | $ (297,306) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (44,206) | $ 39,061 |
Adjustments to reconcile net income (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 357 | 7,699 |
Non-cash lease expense related to operating lease right-of-use assets | 0 | 567 |
Stock-based compensation | 8,709 | 13,687 |
Gain on change in fair value of earn-out liability | (110) | (96,400) |
Long-lived asset impairment | 13,480 | 0 |
Loss (gain) on foreign currency exchange rates | (17) | 104 |
Provision for doubtful accounts | 388 | 32 |
Changes in operating assets and liabilities: | ||
Accounts receivable and unbilled services | (4,262) | (2,507) |
Prepaid expenses and other current assets | 202 | (378) |
Other assets | 34 | 94 |
Accounts payable | (3,258) | (6,250) |
Accrued expenses and other current liabilities | (2,416) | (5,879) |
Deferred revenue | (1,270) | (5) |
Operating lease liabilities | (324) | (294) |
Other, net | (32) | 115 |
Net cash used in operating activities | (32,725) | (50,354) |
Cash flows from investing activities: | ||
Payments related to capitalized software development costs | (9,714) | (16,228) |
Purchase of internal-use software | (750) | 0 |
Purchases of property and equipment | (27) | (159) |
Net cash used in investing activities | (10,491) | (16,387) |
Cash flows from financing activities: | ||
Proceeds from stock option exercises | 26 | 472 |
Proceeds from issuance of stock under the employee stock purchase plan | 75 | 0 |
Payments related to tax withholdings for share-based compensation | (17) | 0 |
Net cash provided by financing activities | 84 | 472 |
Effect of foreign currency exchange rate changes on cash | 44 | (3) |
Net decrease in cash and cash equivalents | (43,088) | (66,272) |
Cash and cash equivalents, beginning of period | 108,091 | 214,601 |
Cash and cash equivalents, end of period | 65,003 | 148,329 |
Supplemental disclosures of non-cash activities | ||
Balance in accounts payable, accrued expenses and other current liabilities, and capitalized stock-based compensation related to capitalized software and fixed asset additions | (3,345) | (4,152) |
Balance in prepaid expenses and other current assets related to stock option exercises | $ 0 | $ 28 |
Company Background and Basis of
Company Background and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Background and Basis of Presentation | Company Background and Basis of Presentation Description of Business Science 37 Holdings, Inc. and its subsidiaries (the “Company” or “Science 37”) is a leader in patient-centric clinical trials and in supporting novel approaches to decentralized clinical trial designs. Science 37 pioneered the concept of patient-centric clinical trials with a very simple premise: that clinical trials should begin with the patient. Through its patient-centric approach, Science 37 reduces the impact of the geographic barriers associated with conventional physical clinical trial sites, enabling recruitment of virtually any patient. Science 37 believes that centering the clinical trial around the patient with personalized support addresses current industry needs around patient recruitment, retention, representation, and engagement. To expand clinical trial access, Science 37 offers a unique model to existing non-research focused healthcare networks to seamlessly participate without the traditional site infrastructure costs. Science 37’s patient-centric model is powered by a proprietary end-to-end unified technology platform and its team of employees with significant therapeutic and subject matter expertise. As the backbone of Science 37’s offering, the proprietary unified technology platform standardizes and orchestrates the process for clinical trials across Science 37’s specialized network of patient communities, telemedicine investigators, flexible mobile nurse networks, remote coordinators, and robust network of technology integrations. The Company operates under one reporting segment. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Company’s financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements of the Company, but does not include all the disclosures required by GAAP. Reclassification Certain previously reported amounts have been reclassified to conform to the current period presentation. Specifically, on the face of the condensed consolidated balance sheets, commissions payable, which has increased as a percentage of total assets and was previously included in other long-term liabilities, has been reclassified to a separate financial statement line item. In addition, long-term earn-out liability, which was previously disclosed as a separate financial statement line item has been reclassified to other long-term liabilities, due to the immaterial nature of the balance. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses for the periods presented. Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition, (2) allowance for doubtful accounts, (3) long-lived asset recoverability, (4) useful lives of long-lived assets, (5) stock-based compensation, and (6) fair value measurements, including the fair value of the contingent liability related to the Earn-Out Shares (as defined below) as further discussed in Note 8 “Fair Value Measurements” and Note 12 “Earn-Out Shares”. In January 2023, following the release of our next generation unified technology platform during 2022, the Company reassessed the useful life of its unified technology platform in relation to its revenue generating activities. Based on this review, the Company determined the useful life of its unified technology platform, in relation to revenue generating activities, was longer than the useful life previously used for amortization purposes in the Company’s financial statements. As a result, the Company increased the useful life of its unified technology platform for amortization purposes from three to five years effective January 1, 2023. The effects of this change in accounting estimate over the previous estimated useful life for the three and six months ended June 30, 2023 was zero because the Company’s unified technology platform was fully impaired in both the fourth quarter of 2022 and for the six months ended June 30, 2023 as discussed under Note 3 “Capitalized Software, net”. Emerging Growth Company and Smaller Reporting Company Status As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use the extended transition period under the JOBS Act until such time the Company is not considered to be an EGC. The adoption dates discussed in the section below reflect this election. The Company is also a smaller reporting company as defined in Item 10(f) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure requirements, including, among other things, providing only two years of audited financial statements. To the extent the Company takes advantage of such reduced disclosure requirements, it may make the comparison of its financial statements with other public companies difficult or impossible. Accounting Pronouncements Recently Adopted In June 2016, the Financial Accounting Standards Board issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The standard replaces the incurred loss impairment methodology in current GAAP with one that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted ASU 2016-13 effective January 1, 2023 and recorded a cumulative effect adjustment for the impact to retained earnings. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. This is primarily based on the Company’s assessment of historical credit losses, customers’ creditworthiness, and the fact that the Company’s trade receivables are short term in duration. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Unsatisfied Performance Obligations As of June 30, 2023, the aggregate amount of transaction price allocated to the unsatisfied performance obligations was $147.1 million. The Company expects to recognize this revenue over the remaining contract term of the individual projects, with remaining contract terms generally ranging from one month to 5.1 years. The amount of unsatisfied performance obligations is lower than the potential contractual revenue since it excludes revenue that is constrained. Revenue amounts excluded due to constraints include those amounts under contracts that (i) are wholly unperformed in which the customer has a unilateral right to cancel the arrangement, or (ii) require the Company to undertake numerous activities to fulfill the performance obligations, including various activities that are outside of the Company’s control. Timing of Billing and Performance During the three and six months ended June 30, 2023, the Company recognized approximately $1.2 million and $4.5 million of revenue, respectively, that was included in the deferred revenue balance at the beginning of the periods. During the three and six months ended June 30, 2023, revenue recognized from performance obligations partially satisfied in previous periods was $1.1 million and $4.0 million, respectively. These cumulative catch-up adjustments primarily related to contract modifications executed in the current period, which resulted in changes to the transaction price and changes in estimates such as estimated total costs. Accounts Receivable, Unbilled Services, and Deferred Revenue Accounts receivable and unbilled services (including contract assets) consisted of the following: (In thousands) June 30, 2023 December 31, 2022 Accounts receivable $ 11,928 $ 8,235 Unbilled services 4,123 3,555 Total accounts receivable and unbilled services 16,051 11,790 Allowance for doubtful accounts (1,219) (798) Total accounts receivable and unbilled services, net $ 14,832 $ 10,992 As of June 30, 2023 and December 31, 2022, contract assets of $4.1 million and $3.6 million, respectively, were included in unbilled services. Deferred revenue as of June 30, 2023 and December 31, 2022 was $7.0 million and $8.3 million, respectively. Changes in the Company’s accounts receivable, unbilled services and deferred revenue balances were impacted by timing differences between the Company’s satisfaction of performance obligations under its contracts, achievement of billing milestones, and customer payments. Revenue by Geography Substantially all of the Company’s revenue for the three and six months ended June 30, 2023 and 2022 was derived from services performed within the United States. No other country represented more than 10% of total revenue for these periods. Concentration of Credit Risk Financial assets that subject the Company to credit risk primarily consist of cash and cash equivalents, accounts receivable and unbilled services. Based on the short-term nature and historical realization of the financial assets, as well as the reputable credit ratings of the financial institutions holding the deposits, the Company believes it bears minimal credit risk. Certain balances exceed Federal Deposit Insurance Corporation (FDIC) insured limits or are invested in money market accounts with investment banks that are not FDIC insured. For both the three months ended June 30, 2023 and 2022, two customers individually (totaling 27.5% and 29.6% of revenues, respectively) accounted for greater than 10% of revenue. For the six months ended June 30, 2023 and 2022, three and two customers, respectively, individually (totaling 34.5% and 32.4% of revenues, respectively) accounted for greater than 10% of revenue. As of June 30, 2023 and December 31, 2022, five and two customers, respectively, individually (totaling 69.3% and 39.1% of accounts receivable, net, respectively) accounted for greater than 10% of accounts receivable, net. |
Capitalized Software, net
Capitalized Software, net | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Capitalized Software, net | Capitalized Software, net For the six months ended June 30, 2023 and 2022, the Company capitalized $13.1 million and $20.4 million, respectively, of internal-use software and recognized amortization expense of $0.4 million and $7.4 million, respectively. In addition, on January 31, 2023, the Company purchased scheduling software at a cost of $0.8 million. The acquired software will be integrated into the Company’s unified technology platform over an approximate nine month period. This purchase and integration will enable increased scheduling efficiencies and related cost savings and demonstrates the Company’s continuous improvement and cost reduction commitments. The net book value of the Company’s internal use software totaling $13.5 million during the six months ended June 30, 2023 was impaired due to the carrying value of the asset group being greater than the fair value. The Company considered the market capitalization valuation during the six months ended June 30, 2023, which was adversely impacted by sustained declines in the Company’s stock price, in determining the fair value of the asset group. The market capitalization was trading below cash and cash equivalents and stockholders' equity at June 30, 2023 which required the Company to recognize the long-lived asset impairment. The Company remains confident in the utility of the long-lived assets and there has been no change as to their intended use. No long-lived asset impairment expense was recognized for the six months ended June 30, 2022. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases The following table presents lease liability maturities and balance sheet classification as of June 30, 2023: (in thousands) Years Ending December 31, Operating Leases 2023 (excluding the six months ended June 30, 2023 ) $ 341 2024 599 2025 138 2026 12 2027 and thereafter — Total future minimum lease payments 1,090 Less imputed interest (62) Total lease liability $ 1,028 Balance Sheet classification of lease liabilities reported as of June 30, 2023: Current liabilities: Accrued expenses and other liabilities $ 636 Non-current liabilities: Operating lease liabilities 392 Total $ 1,028 |
Restructuring Costs
Restructuring Costs | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs On November 10, 2022, the Company committed to and commenced a cost reduction program to materially change the Company’s management structure and better align resources with our then-current business needs and going forward financial objectives. The cost reduction program included one-time termination benefits for 81 employees (approximately 15% of the Company’s workforce at the time of the reduction). The Company’s Board of Directors approved the program on November 9, 2022, and the majority of the affected employees were informed of the program beginning on November 10, 2022. On April 11, 2023, the Company commenced an additional phase of its cost reduction program. In a continued effort to align the organization relative to core business needs and go forward financial objectives, this phase included a reduction in force affecting approximately 140 employees (representing approximately 30% of total employees prior to these actions). The Company’s Board of Directors approved the reduction in force on March 30, 2023 and the majority of the affected employees were informed on April 11, 2023. The cost reduction program was substantially complete as of June 30, 2023. During the six months ended June 30, 2023, the Company recognized $3.6 million of restructuring costs. There were no restructuring costs for the six months ended June 30, 2022. Total costs and cash expenditures for both phases of the cost reduction program are estimated at $6.7 million to $7.0 million, substantially all of which are related to one-time employee severance and benefits costs. The Company may continue to incur additional restructuring costs during and beyond 2023 related to its cost reduction program. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the cost reduction program. Restructuring liabilities are included in accrued expenses and other liabilities on the condensed consolidated balance sheets. Activity related to the restructuring liabilities was as follows: (In thousands) June 30, 2023 Balance at beginning of period $ 772 Restructuring costs 3,602 Payments (3,671) Balance at end of period $ 703 The Company expects the restructuring accruals as of June 30, 2023 will be paid in 2023, pursuant to the terms of one-time benefits. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: (In thousands) June 30, 2023 December 31, 2022 Prepaid expenses $ 2,114 $ 2,834 Capitalized commission cost, net 4,477 3,945 Other 330 342 Total prepaid expenses and other current assets $ 6,921 $ 7,121 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following: (In thousands) June 30, 2023 December 31, 2022 Compensation, including bonuses, fringe benefits, and payroll taxes $ 4,880 $ 5,750 Professional fees, investigator fees, and pass-through expenses 1,993 2,527 Commissions payable 1,623 1,529 Restructuring costs 703 772 Current portion of operating lease liabilities 636 606 Other 167 180 Total accrued expenses and other liabilities $ 10,002 $ 11,364 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Financial instruments, including cash and cash equivalents, are recorded at cost, which approximates fair value. Former holders of shares of Science 37, Inc. (“Legacy Science 37”) common stock were allocated Earn-Out Shares in connection with the completion of the October 2021 merger with LifeSci Acquisition II Corp. (the “Merger”) (for more information on the Merger transaction, please refer to Note 1 “Company Background and Basis of Presentation” and Note 3 “Business Combination” to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 6, 2023). These Earn-Out Shares are accounted for as a liability and require fair value measurement on a recurring basis. Due to the significant unobservable inputs that are required to value these shares, they are classified as Level 3 in the fair value hierarchy. Please refer to Note 12 “Earn-Out Shares” for additional details surrounding the valuation methodology for the Earn-Out Shares. None of the Company’s non-financial assets or liabilities are subject to fair value measurement on a non-recurring basis. There were no transfers between fair value measurement levels during the six months ended June 30, 2023. The following table summarizes the fair values of the Company’s assets and liabilities that were measured and reported at fair value on a recurring basis as of June 30, 2023: (In thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 62,978 $ — $ — $ 62,978 Total $ 62,978 $ — $ — $ 62,978 Liabilities: Earn-out liability related to shareholders $ — $ — $ 60 $ 60 Total $ — $ — $ 60 $ 60 The following table summarizes the fair values of the Company’s assets and liabilities that were measured and reported at fair value on a recurring basis as of December 31, 2022: (In thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 104,138 $ — $ — $ 104,138 Total $ 104,138 $ — $ — $ 104,138 Liabilities: Earn-out liability related to shareholders $ — $ — $ 170 $ 170 Total $ — $ — $ 170 $ 170 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The following table presents the calculation of basic and diluted earnings (loss) per share for the Company’s common stock: Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share amounts) 2023 2022 2023 2022 Numerator: Net (loss) income $ (19,579) $ (5,833) $ (44,206) $ 39,061 Denominator: Basic weighted average common shares outstanding 116,919 115,995 116,734 115,693 Effect of dilutive securities: Stock options — — — 10,428 Restricted stock units — — — 65 Diluted weighted average common shares outstanding 116,919 115,995 116,734 126,185 Earnings (loss) per share: Basic $ (0.17) $ (0.05) $ (0.38) $ 0.34 Diluted $ (0.17) $ (0.05) $ (0.38) $ 0.31 Potential common shares that are considered anti-dilutive are excluded from the computation of diluted earnings per share. Potential common shares related to stock-based awards issued under stock-based compensation programs and shares issuable pursuant to the employee stock purchase plan may be determined to be anti-dilutive based on the application of the treasury stock method. Potential common shares are also considered anti-dilutive in periods when the Company incurs a net loss. Earn-Out Shares are contingent upon the price of the Company’s common stock over a specified period of time and the target stock prices have not been achieved as of the end of the reporting period. The number of potential shares outstanding that were anti-dilutive, and were excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding, were as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Stock options 15,383 27,413 19,777 16,321 Restricted stock units 15,104 321 12,479 — ESPP 200 — 241 — Earn-out shares 12,500 12,500 12,500 12,500 Total anti-dilutive shares 43,187 40,234 44,997 28,821 |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party TransactionsFor the three and six months ended June 30, 2023, the Company had revenue of $0.6 million and $0.7 million, respectively, from Pharmaceutical Product Development, LLC (“PPD”), a wholly-owned subsidiary of Thermo Fisher Scientific, Inc. and a shareholder who beneficially owns 5% or more of the Company’s common stock. For the three and six months ended June 30, 2022, the Company had revenue of $2.1 million and $4.4 million, respectively, from PPD. In addition, as of June 30, 2023 and December 31, 2022, the Company had receivables of $0.3 million and $0.7 million, respectively, from PPD. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings The Company is subject to proceedings incidental to its business. The Company records accruals for claims, suits, investigations, and proceedings when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these contingencies regularly and records or adjusts accruals related to such matters to reflect the impact and status of any settlements, rulings, advice of counsel or other information pertinent to a particular matter. Gain contingencies are not recognized. Legal costs associated with contingencies are expensed as incurred. Since these matters are inherently unpredictable, assessing contingencies is highly subjective and requires judgments about future events. Commitments and Contingencies As of June 30, 2023, the Company had no material contingent losses recorded. Please refer to Note 4 “Leases” for information regarding lease commitments and Note 12 “Earn-Out Shares” for information regarding the contingent obligation related to the Earn-Out Shares. |
Earn-Out Shares
Earn-Out Shares | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Earn-Out Shares | Earn-Out Shares In accordance with the October 2021 Merger, former holders of shares of Legacy Science 37 preferred and common stock and former holders of options to purchase shares of Legacy Science 37 common stock are entitled to receive their respective pro rata shares of up to 12,500,000 additional shares of the Company’s common stock (the “Earn-Out Shares”) if certain triggering events are met within three years from the date of the Merger (the “Triggering Events”). For more information on the Merger transaction, please refer to Note 1 “Company Background and Basis of Presentation” and Note 3 “Business Combination” to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on March 6, 2023. As of December 31, 2022, the stockholders and option holders were estimated to receive approximately 11,131,713 and 1,368,287 Earn-Out Shares, respectively, based on the fully diluted capitalization table of Legacy Science 37. The fair value of the Earn-Out Shares was approximately $0.02 (Trigger 1) and approximately $0.01 (Trigger 2) per share as of December 31, 2022. As of June 30, 2023, the stockholders and option holders were estimated to receive approximately 11,235,381 and 1,264,619 Earn-Out Shares, respectively. The fair value of the Earn-Out Shares was approximately $0.01 (Trigger 1) and approximately $0.00 (Trigger 2) per share as of June 30, 2023. Through the third quarter of 2022, the estimated fair value of the Earn-Out Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earn-Out Period using the most reliable information available. This valuation method falls into Level 3 fair value hierarchy for inputs used in measuring fair value and is based on inputs that are unobservable and significant to the overall fair value measurement. Unobservable inputs are inputs that reflect the Company's judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. To the extent that the valuation is based on models or inputs that are unobservable in the market, the determination of fair value requires management to exercise a high degree of judgment. Change in significant unobservable inputs could result in a higher or lower fair value measurement of the liability associated with the Earn-Out Shares. Based on the first year Monte Carlo simulation valuation model results, the change in the Company’s stock price and the relative immaterial nature of the earn-out liability, the fair value of the Earn-Out Shares for both the six months ended June 30, 2023 and the three months ended December 31, 2022 was determined using a valuation methodology that the Company believes approximates the fair value of the Earn-Out Shares that would be determined using the Monte Carlo simulation valuation model. Former Science 37 Shareholders The Company has determined that the contingent obligation to issue Earn-Out Shares to former Science 37 shareholders is not indexed to the Company's stock under ASC Topic 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity, and therefore equity treatment is precluded. The Triggering Event that determines the issuance of the Earn-Out Shares includes terms that are not solely indexed to the common stock of the Company and, as such, liability classification is required. For the six months ended June 30, 2023, there was a decrease in the fair value of the earn-out liability of $0.1 million, which was recorded as a gain in “Change in fair value of earn-out liability” within the condensed consolidated statements of operations. In accordance with the Merger, Earn-Out Shares attributable to former Science 37 option holders who discontinue providing service before the occurrence of the Triggering Event are reallocated to the remaining eligible former stockholders and former option holders. The earn-out liability is recorded on the balance sheet as a non-current liability because potential payment of the liability will be settled in the Company’s common shares. The following table presents a reconciliation of changes in the carrying amount of the contingent earn-out liability classified as Level 3 fair value hierarchy using significant unobservable inputs for the six months ended June 30, 2023: (In thousands) Earn-Out Liability Balance at December 31, 2022 $ 170 Change in fair value related to option holder forfeitures — Change in fair value related to share valuation inputs (110) Total change in fair value recognized in earnings $ (110) Balance at June 30, 2023 $ 60 Former Science 37 Option Holders |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company has two equity-based compensation plans, the Science 37 Holdings, Inc. 2021 Incentive Award Plan (“2021 Plan”) and the 2022 Employment Inducement Incentive Award Plan (“2022 Plan”, and together with the 2021 Plan, the “Plans”). From the 2021 Plan, stock-based compensation awards can be granted to employees, consultants, and non-executive directors. From the 2022 Plan, inducement stock-based awards can be granted to newly hired employees in accordance with Nasdaq Listing Rules. The 2021 Plan allows for the grant of awards in the form of: (i) incentive stock options; (ii) non-qualified stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock units (“RSUs”); (vi) dividend equivalents; and (vii) other stock and cash based awards. The 2022 Plan allows for the grant of awards in the form of: (i) non-qualified stock options; (ii) stock appreciation rights; (iii) restricted stock; (iv) RSUs; (v) dividend equivalents; and (vi) other stock and cash-based awards. The Compensation Committee of the Board is responsible for the administration of both Plans. In addition, the Company has an Employee Stock Purchase Plan (the “ESPP”). The terms of stock-based instruments granted are determined at the time of grant and are typically subject to such conditions as continued employment and the passage of time. The Company has granted 1) stock options, which typically vest at 25% per year and become exercisable after one year of service after the date of issuance, with equal and successive vesting for the next 36 months, as long as the employee provides service to the Company, as defined and 2) RSUs, which are contingent upon continued service and vest over time in annual or bi-annual installments over the vesting period, which is typically 1 to 3 years. In addition, employees, consultants, and directors owning stock options immediately prior to the October 2021 Merger were granted the right to receive a number of Earn-Out Shares as described in Note 12. The ESPP is a shareholder-approved plan under which substantially all employees may voluntarily enroll to purchase the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the stock as of the beginning or end of the six-month offering periods. Employees may not purchase more than 5,000 shares annually under the plan. The following table summarizes stock option awards outstanding as of June 30, 2023, as well as activity during the six months then ended: (In thousands, except per share amounts) Number of Weighted Average Outstanding at December 31, 2022 24,490 $ 6.16 Granted 511 0.33 Exercised (82) 0.32 Forfeited (13,150) 9.55 Outstanding at June 30, 2023 11,769 $ 2.15 The following table summarizes RSU awards outstanding as of June 30, 2023, as well as activity during the six months then ended: (In thousands, except per share amounts) Number of Weighted Average Aggregate Fair Value Outstanding at December 31, 2022 9,737 $ 2.06 Granted 9,194 $ 0.27 Vested (386) $ 3.16 Forfeited (900) $ 2.07 Outstanding at June 30, 2023 17,645 $ 1.10 $ 19,392 As of June 30, 2023, the total unrecognized compensation expense related to outstanding stock options and RSU awards was $3.1 million and $34.7 million, respectively, which the Company expects to recognize over a weighted-average period of 1.87 and 2.21 years, respectively. On April 3, 2023, the Company filed a Schedule TO with the Securities and Exchange Commission in connection with an exchange offer to eligible employees (including named executive officers) and consultants of the Company to voluntarily exchange some or all of their outstanding stock options, whether vested or unvested, with an exercise price greater than or equal to $9.06 per share for a lesser number of RSUs with standard three year service-based vesting requirements (the “Exchange Offer”). Specifically, one RSU was granted in exchange for two eligible options held by non-executive employees and consultants and two and one-half eligible options held by executive officers. The number of RSUs was rounded down to the nearest whole share on a grant-by-grant basis. The Exchange Offer closed on April 28, 2023. In the aggregate, 4,674,682 RSUs were issued to 142 executive and non-executive employees and consultants in exchange for 10,605,665 stock options that had a weighted average exercise price of $10.22. The new RSUs granted in connection with the Exchange Offer are governed by the 2021 Plan. The Exchange Offer resulted in Type I (probable to probable) modifications and will result in incremental stock-based compensation expense of $1.0 million. This incremental expense was measured as the excess of the fair value of each new RSU as of the date of the exchange (grant date) over the fair value of the stock options surrendered in exchange for the RSUs, measured immediately prior to their cancellation. The original option awards had remaining vesting periods ranging from 2.1 to 2.8 years at the exchange date. For Type I modifications that increase an employee’s requisite service period, companies have the option of attributing the remaining unrecognized compensation expense of the original award and the incremental compensation expense resulting from the modification either 1) separately over their individual vesting periods or 2) ratably over the new award’s vesting period. The Company will expense ratably over the new award’s vesting period. As of June 30, 2023, there were 267,401 shares issued and 5,968,901 shares reserved for future issuance under the ESPP. As of June 30, 2023, the total unrecognized compensation expense related to the ESPP was de minimis, which the Company expects to recognize over a period of 0.17 years. The total amount of stock-based compensation expense recognized in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 was as follows: Statement of operations classification Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Cost of revenue (stock options, RSUs and ESPP) $ 132 $ 462 $ 381 $ 976 Selling, general and administrative (stock options, RSUs and ESPP) 3,469 3,791 7,923 8,959 Selling, general and administrative (Earn-Out Shares) — 1,877 405 3,752 Total stock-based compensation expense $ 3,601 $ 6,130 $ 8,709 $ 13,687 Stock-based compensation expense recognized in the statements of operations may differ from the impact of stock-based compensation to additional paid-in capital due to stock-based compensation capitalized as part of software development activities. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company has incurred net operating losses since inception and is forecasting additional losses through December 31, 2023. No U.S. Federal or material state income taxes are expected for 2023 and foreign income taxes are expected to be immaterial; as such, the provision for income taxes recorded as of June 30, 2023 was immaterial. Due to the Company’s history of losses since inception, there is not enough evidence at this time to support the conclusion that the Company will generate future income of a sufficient amount and nature to utilize the benefits of the Company’s net deferred tax assets. Accordingly, as of June 30, 2023 and December 31, 2022, the Company provided a full valuation allowance against its net deferred tax assets since, as of that time, the Company could not assert that it was more likely than not that these deferred tax assets would be realized. |
Company Background, Basis of Pr
Company Background, Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. |
Principles of Consolidation | The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated. |
Use of Estimates | The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses for the periods presented. Significant estimates and assumptions are used for, but are not limited to: (1) revenue recognition, (2) allowance for doubtful accounts, (3) long-lived asset recoverability, (4) useful lives of long-lived assets, (5) stock-based compensation, and (6) fair value measurements, including the fair value of the contingent liability related to the Earn-Out Shares (as defined below) as further discussed in Note 8 “Fair Value Measurements” and Note 12 “Earn-Out Shares”. In January 2023, following the release of our next generation unified technology platform during 2022, the Company reassessed the useful life of its unified technology platform in relation to its revenue generating activities. Based on this review, the Company determined the useful life of its unified technology platform, in relation to revenue generating activities, was longer than the useful life previously used for amortization purposes in the Company’s financial statements. As a result, the Company increased the useful life of its unified technology platform for amortization purposes from three to five years effective January 1, 2023. |
Accounting Pronouncements Recently Adopted | In June 2016, the Financial Accounting Standards Board issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This guidance introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The standard replaces the incurred loss impairment methodology in current GAAP with one that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted ASU 2016-13 effective January 1, 2023 and recorded a cumulative effect adjustment for the impact to retained earnings. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. This is primarily based on the Company’s assessment of historical credit losses, customers’ creditworthiness, and the fact that the Company’s trade receivables are short term in duration. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivable and unbilled services (including contract assets) consisted of the following: (In thousands) June 30, 2023 December 31, 2022 Accounts receivable $ 11,928 $ 8,235 Unbilled services 4,123 3,555 Total accounts receivable and unbilled services 16,051 11,790 Allowance for doubtful accounts (1,219) (798) Total accounts receivable and unbilled services, net $ 14,832 $ 10,992 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | The following table presents lease liability maturities and balance sheet classification as of June 30, 2023: (in thousands) Years Ending December 31, Operating Leases 2023 (excluding the six months ended June 30, 2023 ) $ 341 2024 599 2025 138 2026 12 2027 and thereafter — Total future minimum lease payments 1,090 Less imputed interest (62) Total lease liability $ 1,028 Balance Sheet classification of lease liabilities reported as of June 30, 2023: Current liabilities: Accrued expenses and other liabilities $ 636 Non-current liabilities: Operating lease liabilities 392 Total $ 1,028 |
Restructuring and Related Activ
Restructuring and Related Activities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Activity related to the restructuring liabilities was as follows: (In thousands) June 30, 2023 Balance at beginning of period $ 772 Restructuring costs 3,602 Payments (3,671) Balance at end of period $ 703 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Prepaid expenses and other current assets consisted of the following: (In thousands) June 30, 2023 December 31, 2022 Prepaid expenses $ 2,114 $ 2,834 Capitalized commission cost, net 4,477 3,945 Other 330 342 Total prepaid expenses and other current assets $ 6,921 $ 7,121 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expense and Other Liabilities | Accrued expenses and other liabilities consisted of the following: (In thousands) June 30, 2023 December 31, 2022 Compensation, including bonuses, fringe benefits, and payroll taxes $ 4,880 $ 5,750 Professional fees, investigator fees, and pass-through expenses 1,993 2,527 Commissions payable 1,623 1,529 Restructuring costs 703 772 Current portion of operating lease liabilities 636 606 Other 167 180 Total accrued expenses and other liabilities $ 10,002 $ 11,364 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table summarizes the fair values of the Company’s assets and liabilities that were measured and reported at fair value on a recurring basis as of June 30, 2023: (In thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 62,978 $ — $ — $ 62,978 Total $ 62,978 $ — $ — $ 62,978 Liabilities: Earn-out liability related to shareholders $ — $ — $ 60 $ 60 Total $ — $ — $ 60 $ 60 The following table summarizes the fair values of the Company’s assets and liabilities that were measured and reported at fair value on a recurring basis as of December 31, 2022: (In thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 104,138 $ — $ — $ 104,138 Total $ 104,138 $ — $ — $ 104,138 Liabilities: Earn-out liability related to shareholders $ — $ — $ 170 $ 170 Total $ — $ — $ 170 $ 170 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted earnings (loss) per share for the Company’s common stock: Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share amounts) 2023 2022 2023 2022 Numerator: Net (loss) income $ (19,579) $ (5,833) $ (44,206) $ 39,061 Denominator: Basic weighted average common shares outstanding 116,919 115,995 116,734 115,693 Effect of dilutive securities: Stock options — — — 10,428 Restricted stock units — — — 65 Diluted weighted average common shares outstanding 116,919 115,995 116,734 126,185 Earnings (loss) per share: Basic $ (0.17) $ (0.05) $ (0.38) $ 0.34 Diluted $ (0.17) $ (0.05) $ (0.38) $ 0.31 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The number of potential shares outstanding that were anti-dilutive, and were excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding, were as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Stock options 15,383 27,413 19,777 16,321 Restricted stock units 15,104 321 12,479 — ESPP 200 — 241 — Earn-out shares 12,500 12,500 12,500 12,500 Total anti-dilutive shares 43,187 40,234 44,997 28,821 |
Earn-Out Shares (Tables)
Earn-Out Shares (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents a reconciliation of changes in the carrying amount of the contingent earn-out liability classified as Level 3 fair value hierarchy using significant unobservable inputs for the six months ended June 30, 2023: (In thousands) Earn-Out Liability Balance at December 31, 2022 $ 170 Change in fair value related to option holder forfeitures — Change in fair value related to share valuation inputs (110) Total change in fair value recognized in earnings $ (110) Balance at June 30, 2023 $ 60 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following table summarizes stock option awards outstanding as of June 30, 2023, as well as activity during the six months then ended: (In thousands, except per share amounts) Number of Weighted Average Outstanding at December 31, 2022 24,490 $ 6.16 Granted 511 0.33 Exercised (82) 0.32 Forfeited (13,150) 9.55 Outstanding at June 30, 2023 11,769 $ 2.15 |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes RSU awards outstanding as of June 30, 2023, as well as activity during the six months then ended: (In thousands, except per share amounts) Number of Weighted Average Aggregate Fair Value Outstanding at December 31, 2022 9,737 $ 2.06 Granted 9,194 $ 0.27 Vested (386) $ 3.16 Forfeited (900) $ 2.07 Outstanding at June 30, 2023 17,645 $ 1.10 $ 19,392 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The total amount of stock-based compensation expense recognized in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 was as follows: Statement of operations classification Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Cost of revenue (stock options, RSUs and ESPP) $ 132 $ 462 $ 381 $ 976 Selling, general and administrative (stock options, RSUs and ESPP) 3,469 3,791 7,923 8,959 Selling, general and administrative (Earn-Out Shares) — 1,877 405 3,752 Total stock-based compensation expense $ 3,601 $ 6,130 $ 8,709 $ 13,687 |
Company Background and Basis _2
Company Background and Basis of Presentation (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Contract with customer, liability, revenue recognized | $ 1,200 | $ 4,500 | |||
Contract with customer, performance obligation satisfied in previous period | 1,100 | 4,000 | |||
Contract assets | 4,123 | 4,123 | $ 3,555 | ||
Deferred revenue | 7,000 | 7,000 | $ 8,300 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue, remaining performance obligation, amount | $ 147,100 | $ 147,100 | |||
Customer Concentration Risk | Revenue from Contract with Customer Benchmark | Two Customers | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Concentration risk | 27.50% | 29.60% | 32.40% | ||
Customer Concentration Risk | Revenue from Contract with Customer Benchmark | Three Customers | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Concentration risk | 34.50% | ||||
Customer Concentration Risk | Accounts Receivable | Two Customers | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Concentration risk | 39.10% | ||||
Customer Concentration Risk | Accounts Receivable | Five Customers | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Concentration risk | 69.30% | ||||
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 month | 1 month | |||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 5 years 1 month 6 days | 5 years 1 month 6 days |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable | $ 11,928 | $ 8,235 |
Unbilled services | 4,123 | 3,555 |
Total accounts receivable and unbilled services | 16,051 | 11,790 |
Allowance for doubtful accounts | (1,219) | (798) |
Total accounts receivable and unbilled services, net | $ 14,832 | $ 10,992 |
Capitalized Software, net - Nar
Capitalized Software, net - Narrative (Details) - USD ($) | 6 Months Ended | ||
Jan. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Capitalized software, additions | $ 13,100,000 | $ 20,400,000 | |
Capitalized software, amortization | 400,000 | 7,400,000 | |
Purchase of internal-use software | $ 800,000 | 750,000 | $ 0 |
Internal use software | 13,500,000 | ||
Computer software, impairments | $ 0 |
Leases - Operating Lease Liabil
Leases - Operating Lease Liability Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 (excluding the six months ended June 30, 2023) | $ 341 | |
2024 | 599 | |
2025 | 138 | |
2026 | 12 | |
2027 and thereafter | 0 | |
Total future minimum lease payments | 1,090 | |
Less imputed interest | (62) | |
Total lease liability | 1,028 | |
Current liabilities: Accrued expenses and other liabilities | 636 | $ 606 |
Non-current liabilities: Operating lease liabilities | 392 | $ 716 |
Total | $ 1,028 |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||||
Apr. 11, 2023 employee | Nov. 10, 2022 employee | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Cost reduction program, number of positions eliminated | employee | 140 | 81 | ||||
Cost reduction program, number of positions eliminated, period percent | 30% | 15% | ||||
Restructuring costs | $ 3,373,000 | $ 0 | $ 3,602,000 | $ 0 | ||
Minimum | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and related cost, expected cost | 6,700,000 | 6,700,000 | ||||
Maximum | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring and related cost, expected cost | $ 7,000,000 | $ 7,000,000 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Restructuring Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of period | $ 772,000 | |||
Restructuring costs | $ 3,373,000 | $ 0 | 3,602,000 | $ 0 |
Payments | (3,671,000) | |||
Balance at end of period | $ 703,000 | $ 703,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 2,114 | $ 2,834 |
Capitalized commission cost, net | 4,477 | 3,945 |
Other | 330 | 342 |
Total prepaid expenses and other current assets | $ 6,921 | $ 7,121 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Compensation, including bonuses, fringe benefits, and payroll taxes | $ 4,880 | $ 5,750 |
Professional fees, investigator fees, and pass-through expenses | 1,993 | 2,527 |
Commissions payable | 1,623 | 1,529 |
Restructuring costs | 703 | 772 |
Current portion of operating lease liabilities | 636 | 606 |
Other | 167 | 180 |
Total accrued expenses and other liabilities | $ 10,002 | $ 11,364 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total accrued expenses and other liabilities | Total accrued expenses and other liabilities |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Total | $ 62,978 | $ 104,138 |
Liabilities: | ||
Earn-out liability related to shareholders | 60 | 170 |
Total | 60 | 170 |
Money Market Funds | ||
Assets: | ||
Money market funds | 62,978 | 104,138 |
Level 1 | ||
Assets: | ||
Total | 62,978 | 104,138 |
Liabilities: | ||
Earn-out liability related to shareholders | 0 | 0 |
Total | 0 | 0 |
Level 1 | Money Market Funds | ||
Assets: | ||
Money market funds | 62,978 | 104,138 |
Level 2 | ||
Assets: | ||
Total | 0 | 0 |
Liabilities: | ||
Earn-out liability related to shareholders | 0 | 0 |
Total | 0 | 0 |
Level 2 | Money Market Funds | ||
Assets: | ||
Money market funds | 0 | 0 |
Level 3 | ||
Assets: | ||
Total | 0 | 0 |
Liabilities: | ||
Earn-out liability related to shareholders | 60 | 170 |
Total | 60 | 170 |
Level 3 | Money Market Funds | ||
Assets: | ||
Money market funds | $ 0 | $ 0 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||||
Net (loss) income | $ (19,579) | $ (24,628) | $ (5,833) | $ 44,894 | $ (44,206) | $ 39,061 |
Denominator: | ||||||
Basic (in shares) | 116,919 | 115,995 | 116,734 | 115,693 | ||
Effect of dilutive securities: | ||||||
Diluted (in shares) | 116,919 | 115,995 | 116,734 | 126,185 | ||
Earnings (loss) per share: | ||||||
Basic (in dollars per share) | $ (0.17) | $ (0.05) | $ (0.38) | $ 0.34 | ||
Diluted (in dollars per share) | $ (0.17) | $ (0.05) | $ (0.38) | $ 0.31 | ||
Stock options | ||||||
Effect of dilutive securities: | ||||||
Stock options outstanding (in shares) | 0 | 0 | 0 | 10,428 | ||
Restricted stock units | ||||||
Effect of dilutive securities: | ||||||
Stock options outstanding (in shares) | 0 | 0 | 0 | 65 |
Earnings (Loss) Per Share - S_2
Earnings (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares (in shares) | 43,187 | 40,234 | 44,997 | 28,821 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares (in shares) | 15,383 | 27,413 | 19,777 | 16,321 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares (in shares) | 15,104 | 321 | 12,479 | 0 |
ESPP | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares (in shares) | 200 | 0 | 241 | 0 |
Earn-out shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares (in shares) | 12,500 | 12,500 | 12,500 | 12,500 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Revenues | $ 15,351 | $ 19,275 | $ 29,437 | $ 37,961 | |
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 600 | $ 2,100 | 700 | $ 4,400 | |
Accounts receivables | $ 300 | $ 300 | $ 700 |
Earn-Out Shares - Narrative (De
Earn-Out Shares - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Oct. 06, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Derivative [Line Items] | ||||||
Earn-out shares (in shares) | 12,500,000 | |||||
Earnout period | 3 years | |||||
Change in fair value of earn-out liability | $ 0 | $ 20,900 | $ 110 | $ 96,400 | ||
Stock-based compensation expense | $ 3,601 | $ 6,130 | $ 8,709 | $ 13,687 | ||
Stockholders | ||||||
Derivative [Line Items] | ||||||
Earn-out shares to be received (in shares) | 11,235,381 | 11,235,381 | 11,131,713 | |||
Option Holders | ||||||
Derivative [Line Items] | ||||||
Earn-out shares to be received (in shares) | 1,264,619 | 1,264,619 | 1,368,287 | |||
Earn-Out Shares | ||||||
Derivative [Line Items] | ||||||
Stock-based compensation expense | $ 0 | $ 400 | ||||
Derivative Instrument, Trigger, One | ||||||
Derivative [Line Items] | ||||||
Fair value of earn-out shares (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.02 | |||
Derivative Instrument, Trigger, Two | ||||||
Derivative [Line Items] | ||||||
Fair value of earn-out shares (in dollars per share) | $ 0 | $ 0 | $ 0.01 |
Earn-Out Shares - Fair Value, L
Earn-Out Shares - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Fair value, beginning balance | $ 170 | |||
Change in fair value of earn-out liability | $ 0 | $ (20,900) | (110) | $ (96,400) |
Fair value, ending balance | $ 60 | 60 | ||
Option Holders | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Change in fair value recognized in earnings | 0 | |||
Stockholders | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Change in fair value recognized in earnings | $ (110) |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Apr. 28, 2023 USD ($) employee $ / shares shares | Apr. 03, 2023 $ / shares | Mar. 31, 2023 shares | Jun. 30, 2023 USD ($) plan $ / shares Rate shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of equity-based compensations plans | plan | 2 | |||
Requisite service period | 36 months | |||
Vesting period | 3 years | |||
Unrecognized compensation cost related to unvested stock options | $ | $ 3.1 | |||
Forfeited (in dollars per share) | $ / shares | $ 10.22 | $ 9.55 | ||
Number of participants in the exchange offer | employee | 142 | |||
Share-based payment award, nonvested options forfeited (in shares) | 10,605,665 | |||
Non-Executive | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock conversion ratio | Rate | 50% | |||
Executive | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock conversion ratio | Rate | 40% | |||
Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock issued during period, employee stock purchase plans (in shares) | 267,000 | 267,401 | ||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost related to unvested stock options, period for recognition | 1 year 10 months 13 days | |||
Stock options | Tranche One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Stock options | Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Stock options | Tranche Three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Stock options | Tranche Four | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment arrangement, excluding option, cost not yet recognized, amount | $ | $ 1 | $ 34.7 | ||
Unrecognized compensation cost related to unvested stock options, period for recognition | 2 years 2 months 15 days | |||
Stock issued during period, restricted stock awards (in shares) | 4,674,682 | |||
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, purchase price of common stock, percent | 85% | |||
Share-based compensation arrangement, offering period | 6 months | |||
Share-based compensation arrangement, maximum number of shares per employee | 5,000 | |||
Unrecognized compensation cost related to unvested stock options, period for recognition | 2 months 1 day | |||
Number of shares authorized (in shares) | 5,968,901 | |||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Forfeited (in dollars per share) | $ / shares | $ 9.06 | |||
Minimum | Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years 1 month 6 days | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Maximum | Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years 9 months 18 days |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-based Payment Arrangement, Option, Activity (Details) - $ / shares shares in Thousands | 6 Months Ended | |
Apr. 28, 2023 | Jun. 30, 2023 | |
Number of Options | ||
Outstanding beginning balance (in shares) | 24,490 | |
Granted (in shares) | 511 | |
Exercised (in shares) | (82) | |
Forfeited (in shares) | (13,150) | |
Outstanding ending balance (in shares) | 11,769 | |
Weighted Average Exercise Price | ||
Outstanding beginning balance (in dollars per share) | $ 6.16 | |
Granted (in dollars per share) | 0.33 | |
Exercised (in dollars per share) | 0.32 | |
Forfeited (in dollars per share) | $ 10.22 | 9.55 |
Outstanding ending balance (in dollars per share) | $ 2.15 |
Stock-Based Compensation - Sh_2
Stock-Based Compensation - Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity (Details) - Restricted stock units $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Number of RSUs | |
Outstanding beginning balance (in shares) | shares | 9,737 |
Granted (in shares) | shares | 9,194 |
Vested (in shares) | shares | (386) |
Forfeited (in shares) | shares | (900) |
Outstanding ending balance (in shares) | shares | 17,645 |
Weighted Average Grant Date Fair Value | |
Outstanding beginning balance (in dollars per share) | $ / shares | $ 2.06 |
Granted (in dollars per share) | $ / shares | 0.27 |
Vested (in dollars per share) | $ / shares | 3.16 |
Forfeited (in dollars per share) | $ / shares | 2.07 |
Outstanding ending balance (in dollars per share) | $ / shares | $ 1.10 |
Aggregate Fair Value | |
Outstanding | $ | $ 19,392 |
Stock-Based Compensation - Sh_3
Stock-Based Compensation - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 3,601 | $ 6,130 | $ 8,709 | $ 13,687 |
Earn-Out Shares | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 0 | 400 | ||
Cost of revenues | Share-Based Payment Arrangement | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 132 | 462 | 381 | 976 |
Selling, general and administrative expenses | Share-Based Payment Arrangement | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 3,469 | 3,791 | 7,923 | 8,959 |
Selling, general and administrative expenses | Earn-Out Shares | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 0 | $ 1,877 | $ 405 | $ 3,752 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | |
Income Tax Contingency [Line Items] | |||||
Income tax expense (benefit) | $ 0 | $ 0 | $ 0 | $ (1,000) | |
Forecast | |||||
Income Tax Contingency [Line Items] | |||||
Income tax expense (benefit) | $ 0 |