0001806201-21-000012 | 10-K | XBRL Viewer

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Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2020	Mar. 12, 2021	Jun. 30, 2020
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2020
Current Fiscal Year End Date	--12-31
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 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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 739.2
Entity Common Stock, Shares Outstanding		126,803,096
Documents Incorporated by Reference	Selected portions of the Company’s definitive proxy statement for the 2021 annual meeting of stockholders are incorporated by reference into Part III of this Form 10-K..
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Central Index Key	0001806201

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 101,513	$ 7,676
Restricted cash	2,635	2,222
Accounts receivable	4,352	3,767
Current contract assets	50,386	29,782
Prepaid expenses	1,873	479
Other current assets	2,018	205
Deferred transaction costs	0	1,081
Total current assets	162,777	45,212
Property and equipment, net	1,201	299
Operating lease right-of-use assets, net	5,733	0
Non-current contract assets	38,956	33,169
Deferred tax asset, net	85,218	0
Other non-current assets	124	506
Total assets	294,009	79,186
Current liabilities
Accounts payable	3,442	1,337
Accrued expenses	3,033	2,006
Income tax payable	1,640	0
Current notes payable	4,888	2,484
Other current liabilities	4,005	2,366
Total current liabilities	17,008	8,193
Non-current notes payable, net of debt issuance costs	152,859	829
Non-current operating lease liabilities	5,138	0
Other non-current liabilities	92,382	0
Total liabilities	267,387	9,022
Commitments and contingencies - See Note 15
Redeemable convertible Series C preferred units, 0 and 14,278,603 units issued and outstanding as of December 31, 2020 and 2019, respectively; aggregate liquidation preference of $0 and $40,089,539 as of December 31, 2020 and 2019, respectively	0	304,943
Stockholders’ equity (deficit)
Preferred stock, $0.01 par value; 10,000,000 shares authorized and 0 shares issued and outstanding as of December 31, 2020 and 2019, respectively	0	0
Common stock, $0.01 par value; 550,000,000 shares authorized, 128,198,185 shares issued and 126,803,096 shares outstanding as of December 31, 2020, and 37,631,052 shares issued and outstanding as of December 31, 2019	1,282	376
Additional paid-in capital	491,246	7,626
Accumulated deficit	(428,406)	(242,781)
Treasury stock at cost, 1,395,089 shares at December 31, 2020, and 0 shares at December 31, 2019	(37,500)	0
Total stockholders’ equity (deficit)	26,622	(234,779)
Total liabilities and stockholders’ equity (deficit)	$ 294,009	$ 79,186

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Stockholders’ equity (deficit)
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
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	550,000,000
Common stock, shares issued (in shares)	128,198,185	37,631,052
Common stock, shares outstanding (in shares)	126,803,096	37,631,052
Treasury stock (in shares)	1,395,089	0
Series C Redeemable Convertible Preferred Stock
Liabilities and stockholders’ equity (deficit)
Redeemable convertible preferred stock, shares issued (in shares)	0	14,278,603
Redeemable convertible preferred stock, shares outstanding (in shares)	0	14,278,603
Redeemable convertible preferred stock, aggregate liquidation preference	$ 0	$ 40,089,539

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenue
Total revenue	$ 108,892	$ 92,847	$ 52,192
Cost of services	9,786	7,806	4,603
Gross profit	99,106	85,041	47,589
Operating expenses
General and administrative	32,584	13,774	12,125
Selling and marketing	7,841	7,482	6,188
Research and development	1,964	1,170	802
Operating income	56,717	62,615	28,474
Change in fair value of contingent consideration	(131,932)	0	0
Interest expense	(11,601)	(322)	(341)
Interest income	202	24	13
Other income (expense)	(4,377)	197	170
Income (loss) before income taxes	(90,991)	62,514	28,316
Provision (benefit) for income taxes	6,573	(30)	37
Net income (loss) and comprehensive income (loss)	(97,564)	62,544	28,279
Preferred distribution to redeemable convertible Series C preferred units	(40,689)	(11,058)	(9,066)
Accretion to redemption value of redeemable convertible Series C preferred units	47,537	(163,425)	(63,311)
Net loss attributable to common stockholders	$ (90,716)	$ (111,939)	$ (44,098)
Net loss and comprehensive loss per common share
Basic and diluted net loss per share (in dollars per share)	$ (1.09)	$ (2.97)	$ (1.17)
Weighted average basic and diluted shares of common stock outstanding (in shares)	82,908,772	37,631,052	37,631,052
Program fees
Revenue
Total revenue	$ 43,995	$ 36,667	$ 25,044
Profit share
Revenue
Total revenue	60,392	53,038	24,835
Claims administration service fees
Revenue
Total revenue	$ 4,505	$ 3,142	$ 2,313

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Earn-Out Shares Contingent Consideration	Lock-Up Shares Contingent Consideration	Cumulative Effect, Period of Adoption, Adjustment	Cumulative Effect, Period of Adoption, Adjusted Balance	Common Stock	Common Stock Earn-Out Shares Contingent Consideration	Common Stock Lock-Up Shares Contingent Consideration	Common Stock Cumulative Effect, Period of Adoption, Adjustment	Common Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Additional Paid-in Capital	Additional Paid-in Capital Earn-Out Shares Contingent Consideration	Additional Paid-in Capital Lock-Up Shares Contingent Consideration	Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment	Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjusted Balance	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjusted Balance	Treasury Stock	Treasury Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Redeemable Convertible Series C Preferred	Redeemable Convertible Series C Preferred Cumulative Effect, Period of Adoption, Adjustment	Redeemable Convertible Series C Preferred Cumulative Effect, Period of Adoption, Adjusted Balance	Common Units	Common Units Cumulative Effect, Period of Adoption, Adjustment	Common Units Cumulative Effect, Period of Adoption, Adjusted Balance	Series A and B Preferred Units Preferred Stock	Series A and B Preferred Units Preferred Stock Cumulative Effect, Period of Adoption, Adjustment	Series A and B Preferred Units Preferred Stock Cumulative Effect, Period of Adoption, Adjusted Balance
Beginning balance, redeemable convertible (in units) at Dec. 31, 2017																					21,906,852	7,628,249	14,278,603	22,073,571	22,073,571	0
Beginning balance, redeemable convertible at Dec. 31, 2017																					$ 78,207		$ 78,207	$ 3,011	$ 3,011	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Fair value adjustment of redemption option	$ 63,311																				$ 63,311
Ending balance, redeemable convertible (in units) at Dec. 31, 2018																					14,278,603			0
Ending balance, redeemable convertible at Dec. 31, 2018																					$ 141,518			$ 0
Beginning balance (in shares) at Dec. 31, 2017						0			37,631,052	37,631,052																	29,058,266	29,058,266	0
Beginning balance at Dec. 31, 2017	(74,869)			$ 0	$ (74,869)	$ 0			$ 376	$ 376	$ 0			$ 3,113	$ 3,113	$ (78,358)		$ (78,358)	$ 0	$ 0							$ 478	$ 478	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value adjustment of redemption option	(63,311)															(63,311)
Distribution to Open Lending, LLC unitholders	(26,420)															(26,420)
Share-based compensation plan	2,529										2,529
Net income (loss)	28,279															28,279
Ending balance (in shares) at Dec. 31, 2018						37,631,052																					0
Ending balance at Dec. 31, 2018	$ (133,792)			$ 32,768		$ 376					5,642					(139,810)	$ 32,768		0								$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible List]	us-gaap:AccountingStandardsUpdate201409Member
Fair value adjustment of redemption option	$ 163,425																				$ 163,425
Ending balance, redeemable convertible (in units) at Dec. 31, 2019																					14,278,603			0
Ending balance, redeemable convertible at Dec. 31, 2019																					$ 304,943			$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value adjustment of redemption option	(163,425)															(163,425)
Distribution to Open Lending, LLC unitholders	(34,858)															(34,858)
Share-based compensation plan	1,984										1,984
Net income (loss)	62,544															62,544
Ending balance (in shares) at Dec. 31, 2019						37,631,052																					0
Ending balance at Dec. 31, 2019	(234,779)					$ 376					7,626					(242,781)			0								$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Fair value adjustment of redemption option	(47,537)																				$ (47,537)
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 Dec. 31, 2020																					0			0
Ending balance, redeemable convertible at Dec. 31, 2020																					$ 0			$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value adjustment of redemption option	47,537															47,537
Distribution to Open Lending, LLC unitholders	(135,598)															(135,598)
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
Fair value of contingent consideration at June 10, 2020	(347,089)										(347,089)
Share-based compensation plan	2,828										2,828
Stock warrant exercise (in shares)						9,160,776
Stock warrant exercise	105,349					$ 92					105,257
Stock issued during period, acquisitions (in shares)							23,750,000	3,437,500
Stock issued during period, acquisitions		$ 419,844	$ 59,177				$ 238	$ 34				$ 419,606	$ 59,143
Shares repurchase (in shares)						(1,395,089)
Share repurchase	(37,500)																		(37,500)
Net income (loss)	(97,564)															(97,564)
Ending balance (in shares) at Dec. 31, 2020						126,803,096																					0
Ending balance at Dec. 31, 2020	$ 26,622					$ 1,282					$ 491,246					$ (428,406)			$ (37,500)								$ 0

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities
Net income (loss)	$ (97,564)	$ 62,544	$ 28,279
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Share-based compensation	2,828	1,984	2,529
Depreciation and amortization	1,768	105	80
Change in fair value of contingent consideration	131,932	0	0
Deferred income taxes	4,734	0	0
Non-cash interest expense	0	92	30
Changes in assets & liabilities
Accounts receivable	(585)	(1,829)	(443)
Unbilled revenue	0	0	(2,612)
Contract assets	(26,391)	(21,714)	0
Operating lease right-of-use assets	(548)	0
Prepaid expenses	(313)	(830)	(540)
Other current and non-current assets	(1,431)	(481)	(140)
Accounts payable	2,105	583	378
Accrued expenses	1,027	896	184
Income tax payable	1,640	0	0
Operating lease liabilities	(280)	0
Other current and noncurrent liabilities	5,718	412	856
Net cash provided by operating activities	24,640	41,762	28,601
Cash flows from investing activities
Purchase of property and equipment	(1,196)	(99)	(106)
Net cash used in investing activities	(1,196)	(99)	(106)
Cash flows from financing activities
Repayments of notes payable	(6,521)	(2,500)	(2,500)
Proceeds from issuance of long-term debt	170,000	0	0
Payment on debt issuance cost	(10,061)	0	0
Distributions to Open Lending, LLC unitholders	(135,598)	(42,401)	(18,876)
Proceeds from stock warrant exercises	105,349	0	0
Share repurchase	(37,500)	0	0
Recapitalization transaction, net of transaction costs	(14,863)	0	0
Net cash provided by (used in) financing activities	70,806	(44,901)	(21,376)
Net change in cash and cash equivalents and restricted cash	94,250	(3,238)	7,119
Cash and cash equivalents and restricted cash at the beginning of the year	9,898	13,136	6,017
Cash and cash equivalents and restricted cash at the end of the year	104,148	9,898	13,136
Supplemental disclosure of cash flow information:
Interest paid	10,444	320	346
Income tax paid (refunded), net	144	(40)	37
Right of use assets obtained in exchange for lease obligations	5,362	0
The following presents the classification of cash, cash equivalents and restricted cash within the consolidated balance sheets:
Total	104,148	13,136	6,017
Non-cash investing and financing:
Change in fair value of redeemable convertible Series C preferred units	(47,537)	163,425	63,311
Conversion of preferred stock to common stock	257,406	0	0
Distributions accrued but not paid	$ 0	$ 0	$ 7,544

Description of Business	12 Months Ended
Description of Business	Dec. 31, 2020
Accounting Policies [Abstract]
Description of Business	Description of Business 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 non-prime and near-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. Refer to Note 3 for further discussion on the Business Combination. 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 Accounting and Reporting Policies	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting and Reporting Policies	Summary of Significant Accounting and Reporting Policies a)Basis of presentation and consolidation The accompanying 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 prior year amounts, such as deferred transaction costs, have been reclassified to conform to the December 31, 2020 balance sheet presentation. 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 (loss) 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 of the Business Combination. b)Coronavirus outbreak The outbreak of the novel coronavirus (“COVID-19”) that was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on 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 the disease, 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, rising unemployment and the overall impact on our customer behavior, all of which are uncertain and cannot be predicted. We are 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. We believe 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. We have seen a reduction in loan applications and certified loans throughout most of 2020. As consumers and lenders have adjusted to the pandemic, application and certification levels have increased, but are not back to pre-pandemic levels when comparing existing lending institutions to the same lending institution’s prior year performance. Lenders’ forbearance programs, government stimulus packages, extended unemployment benefits and other government assistance via the Cares Act passed on March 27, 2020 have resulted in a reduction in expected defaults since the onset of the pandemic. As these programs’ accessibility diminishes, defaults may increase. The potential increase in defaults may impact our revenues and subsequent recovery as the automotive finance industry and overall economy recover. We continue to closely monitor the current macro environment, particularly the impact of the recent COVID-19 pandemic on 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 its common stock in its initial public offering. d)Use of estimates and judgements The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the 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. Some significant items subject to such estimates and assumptions include, but are not limited to, profit share revenue recognition and the corresponding impact on contract asset, the recognition of the valuations of share-based compensation arrangements, valuation of contingent consideration, 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 the estimation of profit share revenue recognition and the related contract asset under Accounting Standards Update (“ASU”) 2014-9, 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 year ended December 31, 2020 as a result of changes in facts and circumstances and general market conditions derived from the COVID-19 pandemic. e)Income taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax laws and rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured as the largest amount that is greater than 50% likely of being realized. The Company records potential interest and penalties related to an underpayment of income taxes as other expenses and penalties included within other income (expenses) in the consolidated statements of operations and comprehensive income (loss). f)Cash and cash equivalents Cash and cash equivalents consists of cash held in checking and savings accounts. The Company considers all highly liquid investments with original or remaining maturities of three months or less at the date of purchase to be cash equivalents. We determine the appropriate classification of the Company’s cash and cash equivalents at the time of purchase. g)Restricted cash Restricted cash relates to deposits held in a financial institution for the processing of automated clearing house transactions and funds held on behalf of insurance partners to settle insurance claims. As a third-party administrator of insurance claims and refund adjudication, the Company collects funds from insurance partners which are intended to be used to settle insurance claims and process funds on behalf of the insurance partners. The balance of the funds held on behalf of insurance partners was $2.6 million and $2.2 million at December 31, 2020 and 2019 respectively; there is an offsetting liability that is included in “Other current liabilities” on the accompanying consolidated balance sheets. h)Accounts receivable Accounts receivable includes program fees billed to the customers, for which payments are expected to be received within 30 days from billing. The program fees are assessed at the time when the customer uses LPP to certify consumer loans and are billed either as an upfront fee or in twelve (12) equal installments. The Company bills the customers for the upfront fee in the month the service is provided and for the monthly installment fee over twelve (12) months. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated statement of cash flows. The Company does not maintain an allowance for doubtful accounts for estimated losses with respect to its accounts receivable portfolio due to the short time frame within which the receivable amounts are settled by the customers and there is not any historical evidence of credit losses on trade accounts receivable. The Company does not have any off-balance-sheet credit exposure related to its customers. There have not been any charge-offs against the Company’s accounts receivable portfolio for the periods presented. i)Property and equipment Property and equipment acquired by the Company are recorded at cost, less accumulated depreciation, and impairment losses, if any. Major additions and improvements are capitalized while maintenance and repairs that do not improve or extend the useful life of the respective asset are expensed as incurred. Depreciation, which is presented within the general and administrative expense caption, is calculated using the straight-line method based on the estimated useful lives of the assets. The estimated useful lives of property and equipment ranges from three to eight years. The assets are reviewed for impairment whenever events or changes in circumstances indicate that the amount recorded may not be recoverable, and if not recoverable based on the assets’ expected undiscounted cash flows, an impairment is recognized to the extent that the carrying amount exceeds the fair value. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. j)Fair value measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: •Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. •Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices), for substantially the full term of the asset or liability. •Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. k)Revenue recognition The Company’s revenue is derived from program fees from lending institutions, profit share on the production of insurance contracts for third party insurance carriers and claims administration service for those same insurance carriers. Revenues are recognized when control of the promised services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Upon the adoption of ASC 606, where the Company’s performance obligations have been completed, but the final amount of transaction price is unknown, we estimate the amount of the transaction price we expect to be entitled to under the Company’s customer contracts. We recognize subsequent adjustments to an estimated transaction price upon the receipt of additional information or final settlement, whichever occurs first. Prior to the adoption of ASC 606, we recognized revenue when persuasive evidence or an arrangement existed, services had been rendered, transaction price had been determinable and collectability had been reasonably assured. For program fees, we provide customers (i.e. automotive lending institutions) with access to and use of the Company’s Lenders Protection Program (“LPP”), which is a Software as a Service platform that facilitates loan decision making and automated underwriting by third-party lenders and the issuance of credit default insurance through third-party insurance providers. For each loan processed through the platform, the Company receives a usage fee based on a percentage of the original principal balance of the loan covered under the LPP. The program fee arrangements are assessed at the time the platform usage occurs and is either paid upfront or over a twelve (12) month installment basis. Profit share is derived from the Company agency relationship with third-party insurance providers whereby it facilitates the underwriting and issuance of credit default insurance for its lender customers through the contracted third-party insurance providers. With the adoption of ASC 606 on January 1, 2019, the Company recognizes profit share based on the amount of cash flows it expects to receive from the insurance company over the term of the underlying insured loan. Prior to 2019, the Company recognized revenue when the promised services had been rendered, the profit share amount became determinable and collectability was assured. For the insurance policies issued through the Company’s program, the Company provides adjudication services for insurance claims on the third-party insurer’s policies for auto loans processed through the Lenders Protection Program. The Company earns a monthly service fee which is calculated by the third-party insurance providers as 3% of the monthly net insurance premium collected over the life of the underlying loan. Revenue is recognized as the service is provided over the term of the adjudication contract with the insurance carrier. Refer to Note 11, “Revenue” for additional information regarding the nature and timing of the Company’s revenue. l)Research and development costs Research and development costs consist primarily of compensation and benefits of employees engaged in the ongoing development of a lending enablement platform for the automotive finance market, called Lenders Protection Program platform. m) Debt issuance costs Debt issuance costs incurred in connection with the issuance of notes payable are capitalized and amortized to interest expense in accordance with the related debt agreement. Debt issuance costs are included as a reduction in non-current notes payable, net of debt issuance cost in the accompanying consolidated balance sheets. n) Deferred transaction costs Investment banking, legal, accounting and other professional fees directly attributable to the issuance of equity in connection with Business Combination were capitalized within deferred transaction costs on the consolidated balance sheet as of December 31, 2019 and reclassified to additional paid-in capital upon issuance of shares on the Closing Date of the transaction. o)Share-based compensation The Company grants share-based equity awards to its employees and board of directors. The Company accounts for the share-based equity awards in accordance with ASC 718, Compensation – Stock Compensation, which establishes accounting for share-based awards exchanged for employee services and requires the Company to expense the estimated fair value of these awards over the requisite service period. Determining the appropriate fair value model and calculating the fair value of the share-based awards at the date of grant requires management judgement. The Company uses the closing price of the publicly traded common stock on the grant date as fair value of restricted stock units, and utilizes the Monte Carlo valuation model to estimate the fair value of the profit interests and the Black-Scholes option pricing model to estimate the fair value of employee stock options. These pricing models require the use of input assumptions, including expected volatility, expected life, expected dividend yield, and expected risk-free rate of return. The expected life of the awards was estimated using the "Simplified Method" that utilizes the midpoint between the vesting date and the end of the contractual term. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of awards. The expected volatility was based on the average of implied and observed historical volatility of comparable companies as we do not have enough history as a public company. Changes in these assumptions can materially affect the estimate of the awards fair value. The Company expects to issue shares upon stock options exercise from treasury stock. At December 31, 2020, the outstanding share-based equity awards vest based on service conditions only and have a graded vesting schedule. The Company recognizes compensation expense for vested awards in the consolidated statements of operations and comprehensive income, net of actual forfeitures in the period they occur, on a straight-line basis over the requisite service period. Share-based compensation expense related to vested awards is allocated to cost of services, general and administrative, selling and marketing, and research and development, based on the functional responsibilities of the awarded share holder in the consolidated statements of operations and comprehensive income. p) Contingent consideration As part of the Business Combination, Open Lending, LLC unitholders and certain Nebula equity holders were entitled to additional consideration in the form of shares of the Company’s common stock to be issued when the Company’s common stock price achieved certain market share price milestones within specified periods following the Closing. In addition, the Nebula sponsors were restricted to transfer a portion of their founder shares unless market share price targets were achieved within the specified period. Pursuant to the guidance under ASC 815, Derivatives and Hedging, the contingent consideration was classified as a Level 3 fair value measurement liability, and the increase or decrease in the fair value during the reporting period was recognized as expense or income accordingly. The fair value of the contingent consideration was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility. The fair value of the contingent consideration on each vesting date (i.e. the date when each respective share price performance milestone was achieved) was based on the closing share price of the Company's publicly traded stock on the vesting date. The Company's contingent consideration was settled in July and August of 2020. Refer to Note 9, “Contingent Consideration” for additional information regarding the nature and timing of the Company’s contingent consideration. q) Treasury stock The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ equity (deficit). r) Net income (loss) per share The Company computes net income (loss) per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributions as if all income for the period had been distributed. Prior to the Business Combination, the Company's pre-merger LLC membership structure included common units and convertible preferred units which were regarded as participating securities. When calculating the net income (loss) per share for the presented periods, the Company has retroactively restated the number of common and preferred units issued and outstanding prior to June 10, 2020 to the number of shares of common stock into which they were converted, based on the exchange ratio established in the Business Combination Agreement. In accordance with the Company's pre-merger LLC membership structure, holders of the redeemable convertible preferred units would be entitled to distributions in preference to common stockholders, at specified rates, if declared. The Company also recognized adjustments to redemption amount of the redeemable convertible preferred units similar to a distribution, in temporary equity. Any remaining net income would then be distributed to the holders of common stock and non-redeemable convertible preferred units on a pro-rata basis assuming conversion of all convertible preferred units into common stock in the event that the Company had profits to be allocated to the stockholders. However, the redeemable convertible preferred units did not contractually require the holders of such participating instruments to participate in the Company’s losses. As such, net losses for the periods presented were allocated to common stock only. The Company’s basic net income (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net income (loss) per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. Diluted net income (loss) per share is the same as basic net income (loss) per share in periods when the effects of potentially dilutive shares of common stock are anti-dilutive. s) Concentrations of revenue and credit risks The Company’s top ten customers accounted for an aggregate of 38% of the Company’s total program fee revenue in 2020, with the top customer accounting for 13% of total program fee revenue. The Company's business relationships with its two insurance partners generate 55% of the Company's total revenue, with the top insurance partner accounting for approximately 70% of the total profit share revenue. We expect to have significant concentration in our Original Equipment Manufacturing (“OEM”) customers for the foreseeable future. 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 Open Lending platform would decline, which would materially 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 are 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 December 31, 2020 and December 31, 2019, there was no allowance for doubtful accounts. At December 31, 2020, the Company had one customer that represented 19% of the Company’s accounts receivable. At December 31, 2019, the Company had one customer that represented 22% of the Company’s accounts receivable. t) Recently issued accounting pronouncements not yet adopted In December 2019, the FASB released 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 amendments in ASU 2019-12 are effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company does not expect adoption of the new standard to have a material impact on its consolidated Financial Statements. In June 2016, the 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 15, 2022. The Company is in the process of assessing the impact of this ASU on our consolidated financial statements and disclosures. 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 its consolidated financial position or results of operations. u) Recently adopted new accounting standards On January 1, 2019, the Company adopted ASU 2014-19 and all related amendments (ASC 606) and applied its provisions to all uncompleted contracts using the modified retrospective method. The Company recognized the cumulative effect of initially applying ASC 606 as an adjustment to increase the opening balance of retained earnings by $32.8 million. The comparative information for prior periods has not been adjusted and continues to be reported under the accounting standards in effect for those periods. See Note 11 "Revenue" for further information related to adoption of the new revenue standard, including the Company’s updated revenue accounting policies and accounting policies for costs to obtain and fulfill a contract with a customer. On January 1, 2020, we adopted ASU 2016-2, Leases (“Topic 842”) using the alternative modified retrospective transition method and elected practical expedients which allowed us to account for the lease and non-lease components as a single component. For non-lease components that are variable payments (i.e. common area maintenance and utilities) not based on an index or a rate or bounded by a minimum payment provision per the lease agreement, we expense such variable payments as incurred. In addition, we elected not to reassess whether any expired or existing contracts contain leases, the corresponding lease classification and initial direct costs. The practical expedients were applied across our lease portfolios. We recognized operating lease right-of-use (“ROU”) asset and operating lease liabilities for operating leases with initial terms greater than 12 months. ROU assets represent our right to use an asset for the lease term, while lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. Refer to Note 4, "Leases" for additional information on the Company's lease accounting policy and the impact of Topic 842 on the operating lease for our current office space which commenced under ASC 842 on September 1, 2020.

Business Combination

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

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 consists of (i) $328.8 million in cash at the closing of the Business Combination, 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 were entitled to receive additional contingent consideration of up to an aggregate of 22,500,000 shares if the price of the Company’s common stock trading on the NASDAQ meets certain thresholds following the Business Combination. All contingent consideration shares were issued or released during the three months ended September 30, 2020. See Note 9 "Contingent Consideration" for additional information.

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. The transaction bonuses and the accelerated share-based compensation expense are included in general and administrative expense on our consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2020. See Note 12 "Share-Based Compensation" for additional information.Contingent Consideration

As part of the Business Combination, Open Lending, LLC unitholders and certain Nebula equity holders were entitled to additional consideration in the form of shares of the Company’s common stock to be issued when the Company’s common stock price achieved certain market share price milestones within specified periods following the Closing. In addition, a portion of the Nebula sponsors' shares were subject to transfer restrictions unless market share price targets were achieved within the specified period.

Pursuant to the guidance under ASC 815, Derivatives and Hedging, the contingent consideration was classified as a Level 3 fair value measurement liability, and the increase or decrease in the fair value during the reporting period was recognized as expense or income accordingly. The fair value of the contingent consideration on the Closing Date and each subsequent reporting period was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility. The fair value of the contingent consideration on each vesting date (i.e. the date when each respective share price performance milestone was achieved) was based on the closing share price of the Company's publicly traded stock on the vesting date.

Founders Shares Subject to Transfer Restrictions

Immediately following the consummation of the Business Combination, 3,437,500 shares of common stock issued and outstanding held by Nebula Holdings, LLC and its affiliates were subject to transfer restrictions (the “Lock-up Shares”). The holder of the Lock-up Shares could not sell, transfer or otherwise dispose of their respective shares until the respective lock-up provisions were achieved as described further below. The Lock-up Shares had full ownership rights including the right to vote

and receive dividends and other distributions thereon. The Lock-up Shares would be released from the transfer restrictions upon achieving certain market share price milestones as follows:

1)The 3,437,500 shares would be released from the lock-up restriction and no longer subject to forfeiture if the daily volume weighted average price (“VWAP”) of the Company’s common stock was greater than or equal to $12.00 for one-half of the Lock-up Shares and $14.00 per share for one-half of the Lock-up Shares, respectively, for 20 trading days over a 30-trading day period at any time within seven years after the Closing.

2)The Lock-up shares would be released from the lock-up restrictions on the date the Company underwent a change of control as defined in the Business Combination Agreement.

Contingently Issuable Shares

Pursuant to the Business Combination Agreement, Open Lending, LLC’s unitholders would be able to receive up to 22,500,000 shares of common stock (the “Contingency Consideration”) contingent upon achieving certain market share price milestones within a period of 42 months post Business Combination. The Company would issue 7,500,000 shares of common stock when each of the following conditions was met, respectively:

1)the VWAP was greater than or equal to $12.00 over any 20 trading days within any 30-trading day period prior to or as of the 24th month of the Closing;

2)the VWAP was greater than or equal to $14.00 over any 20 trading days within any 30-trading day period prior to or as of the 30th month of the Closing; and

3)the VWAP was greater than or equal to $16.00 over any 20 trading days within any 30-trading day period prior to or as of the 42nd month of the Closing;

In connection with the Business Combination, certain Nebula equityholders would be able to receive up to 1,250,000 earn-out shares of common stock (the “Earn-out Consideration”) contingent upon achieving certain market share price milestones within a period of 30 months post Business Combination. The Company would issue 625,000 shares of common stock when each of the following conditions is met, respectively:

1)the VWAP was greater than or equal to $12.00 over any 20 trading days within any 30-trading day period prior to or as of the 24th month of the Closing; and

2)the VWAP was greater than or equal to $14.00 over any 20 trading days within any 30-trading day period prior to or as of the 30th month of the Closing;

The Contingency Consideration and the Earn-out Consideration shares would vest immediately in the event of a change of control as defined in the Business Combination Agreement.

Settlement of Contingent Consideration

On July 10, 2020, the daily VWAP of the Company’s common stock had been greater than $12.00 per share for 20 trading days within a 30-trading day period, which triggered the vesting of 7,500,000 Contingency Consideration shares and 625,000 Earn-out Consideration shares. On July 15, 2020, the daily VWAP of the Company’s common stock had been greater than $14.00 per share for 20 trading days within a 30-trading day period, which triggered the vesting of an additional 7,500,000 Contingency Consideration shares and 625,000 Earn-out Consideration shares. On August 11, 2020, the daily VWAP of the Company’s common stock had been greater than $16.00 per share for 20 trading days within a 30-trading day period, which triggered the vesting of an additional 7,500,000 Contingency Consideration shares.

In addition, upon achievement of the daily VWAP milestones of both $12.00 per share and $14.00 per share discussed above, 3,437,500 Lock-up Shares were released from the lock-up restrictions and the holders of these shares were no longer restricted from selling and/or transferring the shares.

In the three months ended September 30, 2020, 27,187,500 shares of common stock were issued or released in connection with these milestone achievements. Immediately prior to each vesting, the carrying amount of the contingent consideration liability on the balance sheet was marked to market, and the change of fair value was recorded in the statements of operations and comprehensive income (loss). Upon vesting, the contingent consideration liability was reclassified to equity, the vested shares were issued and recorded as common stock at a par value of $0.01 per share, and the incremental fair value amount was recorded as additional paid-in capital.

A reconciliation of changes in the liability related to contingent consideration during the year ended December 31, 2020 follows:


	(in thousands)
Fair value at June 10, 2020	$	347,089
Change in fair value	131,932
Reclassification of shares to equity	(479,021)
Fair value at December 31, 2020	$	—

Upon inception, the initial estimated fair value of contingent consideration on June 10, 2020 of $347.1 million was recorded as a long-term liability in our consolidated balance sheet. The increase in contingent consideration fair value of $131.9 million during the year ended December 31, 2020 was recorded as a change in fair value of contingent consideration in the statements of operations and comprehensive income (loss). With the vesting of the contingent consideration shares during the year ended December 31, 2020, the contingent consideration liability was reclassified to equity, and accordingly $0.3 million was recorded to common stock and $478.7 million was recorded to additional paid-in capital.

Leases

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Leases

The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement and evaluates whether the lease is an operating lease or a finance lease at the commencement date. The Company recognizes ROU lease assets and lease liabilities for operating and finance leases with initial terms greater than 12 months. Lease liabilities are calculated as the present value of fixed payments not yet paid at the measurement date and variable lease payments which are not based on an index or a rate, such as common area maintenance fees, taxes and insurance, are expensed as incurred. ROU assets represent our right to use an asset for the lease term, while lease liabilities represent our obligation to make lease payments. The ROU assets for operating and finance leases and liabilities are recognized based on the present value of fixed lease payments over the lease term at the lease commencement date. Since the interest rate implicit in the Company's leases is not readily determinable, we use our incremental borrowing rate, which is estimated as the interest rate paid to borrow on a collateralized basis over a similar term, to determine the present value of our lease payments.

Operating lease ROU assets are recognized net of any lease prepayments and incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term.

Open Lending executed a noncancellable operating lease agreement with G&I VII Barton Skyway LP, a Delaware limited partnership (“Landlord”) to lease its current office space located at 1501 South MoPac Expressway, Suite 450, Austin, Texas 78746 for a period of 100 months starting on October 1, 2020. The Company moved into the new office space on September 1, 2020 for a period of 101 months, which is considered as the lease commencement date and period under ASC 842. The Company does not have a lease payment due until four months after the stated commencement date per the agreement. The lease provides us with an extension option for a period of 60 months beyond the end of the initial term, subject to specific conditions outlined in the agreement. Prior to its move-in to the new office, the Company had an operating lease agreement for its office space at 901 S. MoPac Expressway, Bldg. 1, Austin, Texas 78746, which ended on September 30, 2020.

For the years ended December 31, 2020, 2019 and 2018, the Company recorded the following lease expenses:


	Year Ended December 31,
	2020		2019		2018
	(in thousands)
Operating lease expense	$	640	$	380	$	380
Variable lease payment	$	289	$	250	$	229
Total lease expense	$	929	$	630	$	609

Additional information related to the operating lease for the period the Company adopted ASC 842 is as follows:


	Year Ended December 31, 2020
	(in thousands)
Cash paid for operating leases included in operating cash flows	$	828
Operating lease ROU assets obtained in exchange for new lease liabilities	5,362
Total	$	6,190

Weighted-average remaining lease term – operating lease (in years)	8.08
Weighted-average discount rate – operating lease	7.72		%

The balance of our operating lease ROU asset and operating lease liability as of December 31, 2020 is summarized below. The current and non-current lease liabilities are reflected in other current liabilities and non-current operating lease liabilities, respectively, on our consolidated balance sheets:


	At December 31, 2020
	(in thousands)
Operating lease right-of-use asset	$	5,911
Accumulated amortization	(178)
Operating lease right-of-use assets, net	$	5,733

Lease liability, current	$	364
Lease liability, non-current	5,138
Total operating lease liability	$	5,502

The maturities of lease liabilities are as follows:


	At December 31, 2020
	(in thousands)
2021	$	774
2022	869
2023	894
2024	920
2025	945
Thereafter	3,073

Total undiscounted liabilities	7,475
Less: Interest	1,973
Present value of lease liabilities	$	5,502

Property and Equipment, Net

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment consisted of the following:


	At December 31,
	2020		2019
	(in thousands)
Leasehold improvements	$	276	$	247
Furniture and equipment	1,077		391
Total cost of property and equipment	1,353		638
Less: accumulated depreciation	(152)		(339)
Total property and equipment, net	$	1,201	$	299

Total depreciation expense was $0.3 million, $0.1 million and $0.1 million for the years ended December 31, 2020, 2019 and 2018, respectively, and is recognized within general and administrative expenses within the consolidated statements of operations and comprehensive income.

Accrued Expenses

12 Months Ended

Dec. 31, 2020

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses consisted of the following:


	At December 31,
	2020		2019
	(in thousands)
Accrued employee expenses	$	2,796	$	1,757
Other	237		249
Total accrued expenses	$	3,033	$	2,006

Accrued employee expenses consist of accrued bonuses, commissions, and paid time off.

Other Current Liabilities

12 Months Ended

Dec. 31, 2020

Other Liabilities Disclosure [Abstract]

Other Current Liabilities

Other current liabilities consisted of the following:


	At December 31,
	2020		2019
	(in thousands)
Third-party claims administration liability	$	2,591	$	2,182
Tax refund due to pre-merger unitholder	862		—
Current operating lease liability	364		—
Other	188		184
Total other current liabilities	$	4,005	$	2,366

Third-party claims administration liability represents cash deposits held on behalf of insurance partners to settle insurance claims. Tax refunds due to pre-merger unitholder reflects estimated tax refunds due to a unitholder of the pre-merger entity. Current operating lease liability represents the Company's current operating lease liability for its corporate headquarters in Austin, Texas.

Notes Payable

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Notes Payable

Prior to the Business Combination, Open Lending, LLC was party to a credit agreement which provided for $12.5 million in aggregate principal amount of promissory note (“the Note”). The Note was repaid in full in March of 2020 with proceeds of a Term Loan funded through our Credit Agreement described below.

The Company is the borrower under that certain Credit Agreement, dated as of March 11, 2020, among Open Lending, LLC, UBS AG, Stamford Branch, as administrative agent, the lenders from time to time party thereto and the other parties thereto, as amended, the Credit Agreement. Pursuant to the Credit Agreement, the lenders thereto funded a term loan (“Term Loan”) in a principal amount of $170.0 million, which was used primarily to fund a non-liquidation distribution to its unitholders, repay the Note and provide cash reserves. The obligations of Open Lending under the Credit Agreement are guaranteed by all of its subsidiaries and secured by substantially all of the assets of Open Lending and its subsidiaries, in each case, subject to certain customary exceptions. The current maturity date for the Credit Agreement is March 2027. The term loan bears interest at a rate of LIBOR plus 6.50% (subject to a LIBOR floor of 1%) or the base rate plus 5.50%. For the year ended December 31, 2020, the stated interest rate was 7.50%. The Credit Agreement contains a maximum total net leverage ratio financial covenant that is tested quarterly and is calculated based on the ratio of the Company’s Adjusted EBITDA (as defined in the Credit Agreement) to funded indebtedness. The maximum total net leverage ratio begins at 4.75 to 1.0 and then gradually decreases from year-to-year down to 2.5 to 1.0 on or after June 30, 2026.

On December 7, 2020, Open Lending, LLC entered into the Second Amendment of the Credit Agreement (the “Second Amendment”) which permits a one-time restricted payment in an amount not to exceed $37.5 million on or prior to January 31, 2021, subject to customary conditions.

The annual effective interest rate of the Term Loan after giving effect to the amortization of financing costs is 8.9%.

The Company’s outstanding notes payable consists of the following:


	At December 31,
	2020		2019
	(in thousands)
Note payable	$	—	$	3,334
Term loan	166,813		—
Less: debt issuance costs	(9,066)		(21)
Less: current portion of notes payable	(4,888)		(2,484)
Non-current notes payable, net of debt issuance costs	$	152,859	$	829

Future Principal Payments of Debt

The future scheduled principal payments of debt as of December 31, 2020 were as follows:


	Principal Payments
	(in thousands)
2021	$	4,888
2022	5,100
2023	7,650
2024	8,500
2025	8,500
Thereafter	132,175
Total	$	166,813

As of December 31, 2020 and for each period presented, we were in compliance with all debt covenants.

Contingent Consideration

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Contingent Consideration

Business Combination

Founders Shares Subject to Transfer Restrictions

and receive dividends and other distributions thereon. The Lock-up Shares would be released from the transfer restrictions upon achieving certain market share price milestones as follows:

2)The Lock-up shares would be released from the lock-up restrictions on the date the Company underwent a change of control as defined in the Business Combination Agreement.

Contingently Issuable Shares

1)the VWAP was greater than or equal to $12.00 over any 20 trading days within any 30-trading day period prior to or as of the 24th month of the Closing;

2)the VWAP was greater than or equal to $14.00 over any 20 trading days within any 30-trading day period prior to or as of the 30th month of the Closing; and

3)the VWAP was greater than or equal to $16.00 over any 20 trading days within any 30-trading day period prior to or as of the 42nd month of the Closing;

1)the VWAP was greater than or equal to $12.00 over any 20 trading days within any 30-trading day period prior to or as of the 24th month of the Closing; and

2)the VWAP was greater than or equal to $14.00 over any 20 trading days within any 30-trading day period prior to or as of the 30th month of the Closing;

The Contingency Consideration and the Earn-out Consideration shares would vest immediately in the event of a change of control as defined in the Business Combination Agreement.

Settlement of Contingent Consideration

A reconciliation of changes in the liability related to contingent consideration during the year ended December 31, 2020 follows:


	(in thousands)
Fair value at June 10, 2020	$	347,089
Change in fair value	131,932
Reclassification of shares to equity	(479,021)
Fair value at December 31, 2020	$	—

Stockholders' Equity (Deficit)

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Stockholders' Equity (Deficit)

Stockholders’ Equity (Deficit)

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; (ii) 10,000,000 shares of preferred stock. Immediately following the Business Combination, there were 91,849,909 shares of common stock with a par value of $0.01, and 9,166,659 warrants outstanding. 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 December 14, 2020, we completed an underwritten public offering of 9,500,000 shares of our common stock at a public offering price of $28.00 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 1,425,000 additional shares of common stock. We did not sell any shares and did not receive any of the proceeds of the offering.

Share Repurchase

Pursuant to a Stock Repurchase Agreement, dated as of December 7, 2020, between Open Lending and the selling stockholders, we repurchased from the selling stockholders an aggregate number of 1,395,089 shares of our common stock totaling $37.5 million at the same per share price paid by the underwriters to the selling stockholders in the offering. The $37.5 million stock repurchase was recorded to treasury stock in December of 2020.

Common Stock

In conjunction with the Business Combination, Nebula obtained commitments from certain investors (collectively, the “PIPE Investors”) to purchase shares of Nebula Class A common stock, which were converted into 20,000,000 Private Investment in Public Entity (“PIPE”) shares for a purchase price of $10.00 per share. Of the 20,000,000 PIPE shares, 11,500,000 shares were held by other institutional investors and 8,500,000 shares were held by Nebula Holdings, LLC and its affiliates. On the Closing Date, the Company had 91,849,909 shares of common stock outstanding, which excluded 3,437,500 shares issued and outstanding that were subject to certain lock-up and forfeiture arrangements pursuant to the Founder Support Agreement, dated as of January 5, 2020 (as amended by that certain Amendment No.1, dated March 18, 2020, and that certain Amendment No.2, dated May 13, 2020), by and among Nebula, ParentCo, Open Lending, LLC, Nebula Holdings, LLC, Adam H. Clammer, James H. Greene, Jr ., Rufina Adams, David Kerko, Frank Kern, James C. Hale and Ronald Lamb.

During the twelve months December 31, 2020, the Company issued a total of 32,910,776 shares of common stock related to contingent consideration and exercised warrants, released 3,437,500 shares of common stock from lock-up restrictions, and

repurchased 1,395,089 shares of common stock during our underwritten offering in December of 2020. As a result of these events, Company's outstanding common stock increased from 91,849,909 on the Closing Date to 126,803,096 shares as of December 31, 2020.

Preferred Stock

As of December 31, 2019, Open Lending, LLC had 29,058,266 shares of no par value Series A and Series B preferred units outstanding and 21,906,852 shares of redeemable convertible Series C preferred units, all of which were convertible on a 1:1 basis with Open Lending, LLC common units. As a result of their redemption feature, the Series C preferred units were classified as temporary equity outside of Open Lending, LLC's permanent equity and valued at their redemption amount at period end, which was $304.9 million, and $141.5 million at December 31, 2019 and 2018, respectively. Upon the Closing, the preferred units outstanding were converted into common stock of the Company at the exchange rate established in the Business Combination Agreement, par value $0.01 per share.

As of December 31, 2019, the outstanding preferred units of Open Lending, LLC were as follows:


	Series	Units Authorized	Units Issued and Outstanding	Per Unit Liquidation Preference		Aggregate Liquidation Preference		Per Unit Initial Conversion Price
		(In thousands, except unit and per unit data )
Non-Redeemable Preferred Units	A	9,941,227	9,941,227	$	0.50	$	4,971	$	0.25
Non-Redeemable Preferred Units	B	19,117,039	19,117,039	$	0.50	$	9,559	$	0.25
Redeemable Preferred Units	C	21,906,852	21,906,852	$	1.83	$	40,090	$	1.83
		50,965,118	50,965,118

The number of preferred units presented on the Balance Sheet and Statement of Stockholders Equity (Deficit) as of December 31, 2019 has been retroactively restated to reflect conversion to Open Lending Corporation's common stock as a result of the Business Combination. The rights, preferences and privileges of both the redeemable and non-redeemable preferred units were as follows:

Voting Rights

Each holder of preferred unit was entitled to the number of votes equal to the number of common units into which each preferred unit is convertible.

Non-liquidation Distribution

The holders of preferred units were entitled to receive distributions. Such distributions are payable when and if declared by the Board of Directors. The holders of Series C Preferred Units were entitled to receive distributions prior and in preference, to any payment of any distribution to other preferred units and common units. Specifically, the holders of Series C Preferred Units were entitled to receive a preferred return equal to 2.5% per annum, accruing daily, on the Series C Contribution Amount, as defined as the “Preferred Return”, until such time as the holders of Series C Preferred Units receive Preferred Return distributions totaling an aggregate of $100 million. Distributions declared in excess of the Preferred Return for Series C preferred units would be distributed among the holder of preferred units and common units pro rata on an as-converted basis (including the Series C Preferred Units). The distributions declared by the Board of Directors and made to the preferred units in 2020, 2019 and 2018 are provided in the below table.


Distributions	Non-Redeemable Preferred Units				Redeemable Preferred Units
	Series A		Series B		Series C
	(in thousands)
For the years ended December 31,
2018	$	3,500	$	6,789	$	9,066
2019	$	4,813	$	9,252	$	11,058
2020	$	18,098	$	34,802	$	40,689

Conversion

Each preferred unit was convertible, at the option of the holder, according to a conversion ratio, which was subject to adjustment for dilutive unit issuance. The total number of common units into which the preferred units could be converted was determined by dividing the initial conversion price by the then-applicable conversion price, as shown in the table above. Preferred Units could not be reissued upon conversion to common units. Open Lending, LLC had reserved sufficient common units for issuance upon conversion of preferred units.

The Series A and Series B Preferred Units would automatically convert to common units if (1) at any time the Open Lending, LLC effected an underwritten public offering, or (2) on the date upon which 80% of the respective Series A or Series B Preferred Units had been converted to Common Units.

The Series C Preferred Units automatically converted into common units at the then-applicable conversion price if any time (1) Open Lending, LLC effected an initial public offering with aggregate proceeds of no less than $75 million and the price paid by public was no less than $4.56 per unit, or (2) upon the written election of a Series C Preferred Units majority.

Redemption

At the election of a Series C Preferred Units majority, as defined, each of the Series C Preferred Units was subject to redemption at a price per unit equal to the greater of (a) the Series C Liquidation Preference Payment (as defined in the below section) and (b) the fair market value of the Class A Common Units into which such Series C Preferred Units was convertible, at any time between June 23, 2020 and December 15, 2021. Series A and Series B Preferred Units were not redeemable by the Company or the holders. The redemption feature caused the Series C Preferred Unit to be classified as temporary equity outside of the Company’s permanent equity. The Company valued its Series C Preferred Units at their redemption amount at period end, which was $304.9 million and $141.5 million at December 31, 2019 and 2018, respectively. During the year ended December 31, 2020, the redemption rights were removed from the Series C redeemable convertible preferred units upon conversion to Class A common stock as a result of the Business Combination, and as such, the Company no longer has outstanding convertible preferred stock on its balance sheets.

Liquidation

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the assets of the Company would be paid and distributed first to creditors. The Series C Preferred Units rank senior to the Series A and Series B Preferred Units, and the Series A and Series B Preferred Units ranked senior to the common units. The Series C Preferred Units would receive an amount equal to the sum of the unpaid portion of the Preferred Return and $1.8259 per Series C Preferred Unit, plus all declared and unpaid distributions (the “Series C Liquidation Preference Payment”), payable in preference and priority to any payments made to holders of the then outstanding Series A and Series B Preferred Units and Common Units. The holders of Series A and Series B Preferred Units would receive an amount equal to $0.50 per preferred unit plus all declared and unpaid distributions (the “Series A and Series B Liquidation Preference Payments”), payable in preference and priority to any payments made to holders of the then outstanding common units.

Public Warrants

Upon the Closing, there were 9,166,659 outstanding public warrants to purchase shares of the Company’s common stock that were issued by Nebula with other consideration prior to the Business Combination. The warrants were set to expire on June 10, 2025, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Each whole warrant entitled the holder to purchase one whole share of the Company’s common stock at a price of $11.50 per share, subject to adjustments. The warrants were exercisable 30 days after the completion of the Business Combination. Once the public warrants became exercisable, the Company had the right to redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant (the "Redemption Price") upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s common stock matched or exceeded $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sent the notice of redemption to the warrant holders ("Redemption Right").

On September 11, 2020, the Company provided notice of redemption that all public warrants may be exercised by the holders thereof until 5:00 p.m. New York City time on October 13, 2020 (the "Redemption Date"). Any public warrants that remained unexercised following 5:00 p.m. New York City time on October 13, 2020 would no longer be exercisable and would be redeemed by the Company at the Redemption Price.

During the year ended December 31, 2020, 9,160,776 public warrants were exercised by the holders, from which the Company received $105.3 million in cash proceeds.

Dividend

Any decision to declare and pay dividends in the future will be made at the sole discretion of Open Lending Corporation’s Board of Directors and will depend on, among other things, results of operations, cash requirements, financial condition, contractual restrictions and other factors that Open Lending Corporation’s Board of Directors may deem relevant. In addition, the Company’s ability to pay dividends will be limited by covenants in its existing indebtedness and may be limited by the agreements governing other indebtedness that it or its subsidiaries incur in the future.

Revenue

12 Months Ended

Dec. 31, 2020

Revenue from Contract with Customer [Abstract]

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 it is entitled to. 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 Customers

The Company generates revenue primarily by providing services to lending institutions and insurance carriers. The following is a description of the principal activities from which the Company generates revenue.

Revenue from contracts with lending institutions

Program fees are derived from contracts with automotive lenders. Through the Company’s proprietary Lenders Protection Program, we enable 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, 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: 1) a single pay program fee is due based on the volume of loans originated by the lending institution in a calendar month; or 2) a monthly pay program fee is due in equal monthly installments within 12 months of loan origination.

We bill 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

We have producer agreements with two insurance carriers from which we 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. We receive 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, we use 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 will be adjusted.

In accordance with ASC 606, Revenue from Contracts with Customers, at the time of the placement of a policy by an insurance company, we estimate the variable consideration based on undiscounted expected future profit share to be received from the insurance carriers, and we apply economic stress factors in our forecast to constrain our estimation of transaction price to an

amount that we believe 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 we satisfy our performance obligations.

Contract Balances

Contract assets balances for the periods indicated below were as follows:


	Contract Assets
	Profit Share		TPA Fee		Program Fee		Total
	(in thousands)
Beginning balance as of January 1, 2019	$	37,734	$	438	$	3,088	$	41,260
Increase of contract assets due to new business generation	48,181		3,142		36,667		87,990
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	4,857		—		—		4,857
Receivables transferred from contract assets upon billing the lending institutions	—		—		(34,746)		(34,746)
Payments received from insurance carriers	(33,405)		(3,005)		—		(36,410)
Ending balance as of December 31, 2019	57,367		575		5,009		62,951
Increase of contract assets due to new business generation	62,032		4,505		43,995		110,532
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	(1,640)		—		—		(1,640)
Receivables transferred from contract assets upon billing the lending institutions	—		—		(43,661)		(43,661)
Payments received from insurance carriers	(34,582)		(4,258)		—		(38,840)
Ending balance as of December 31, 2020	$	83,177	$	822	$	5,343	$	89,342

Changes in our contract assets primarily result from the timing difference between our performance and the customer’s payment. We fulfill our obligation under a contract with a customer by transferring services in exchange for consideration from the customer. We recognize contract assets when we transfer services to a customer, recognize revenue for amounts not yet billed, and the right to consideration is conditional on something other than the passage of time. Accounts receivables are recorded when the customer has been billed or the right to consideration is unconditional.

For performance obligations satisfied in previous periods, we evaluate and update our profit share revenue forecast on a quarterly basis and adjust contract asset accordingly. In 2020 and 2019, contract asset adjustments attributable to profit share revenue forecast adjustments was $(1.6) million and $4.9 million.

During the first six months of 2020, the Company recorded a $(13.0) million reduction in its contract asset estimate due to lowered expectations on anticipated profit share revenue from loans certified in previous periods, primarily as a result of changes in facts and circumstances arising from the COVID-19 pandemic. During the final six months of 2020, the profit share related to historical vintages as a result of better-than-expected performance of the portfolio due to enhanced underwriting standards and corresponding lower-than-expected defaults and claims, yielded an $11.3 million increase in the Company's contract asset estimate. The net impact was a $(1.6) million reduction in the Company's contract asset estimate as of December 31, 2020.

As of December 31, 2020 and 2019, contract asset consisted of $50.4 million and $29.8 million, respectively, as the current portion to be received within one year and $39.0 million and $33.2 million, respectively, in the long-term portion to be received beyond one year.

Contract Costs

The fulfilment costs associated with our contracts with customers do not meet the criteria for capitalization and therefore are expensed as incurred.

Disaggregation of Revenues

We disaggregate revenues by revenue source (i.e. program fee, profit share and claims administration service fee), and the level of disaggregation is presented in the consolidated statements of operations and comprehensive income (loss).

ASC 606 Adoption Transition Adjustment

We applied ASC 606 on January 1, 2019 using the modified retrospective method for all contracts in effect but not completed as of the date of the adoption. As a result of the modified retrospective method, the following adjustments were made to the consolidated balance sheet as shown in the below selected condensed consolidated balance sheet line items as of January 1, 2019.


	Ending Balance as of December 31, 2018		Adjustments due to ASC 606		Opening Balance as of January 1, 2019
	(in thousands)
Assets
Current assets	$	24,455	$	9,847	$	34,302
Non-current assets	429		22,921		23,349
Liabilities
Current liabilities	13,845		—		13,844
Non-current liabilities	3,313		—		3,313
Equity
Accumulated deficit	$	(139,810)	$	32,768	$	(107,042)

Impact of ASC 606 on Net Revenue and Balance Sheet

As the Company adopted the new revenue guidance ASC 606 under the modified retrospective method, the Company is required to present what the Company’s revenues would have been under the previous revenue guidance (ASC 605). The following table compares net revenue for the periods presented to the pro forma amounts had the previous ASC 605 guidance been in effect for the year ended December 31, 2019:


	Year ended December 31, 2019
	Balances without new revenue standard		Effect of change		As reported
	(in thousands)
Program fee	$	36,667	$	—	$	36,667
Profit share	33,807		19,231		53,038
Claims administration service fee	3,142		—		3,142
Total revenue, net	$	73,616	$	19,231	$	92,847


	Year ended December 31, 2019
	Pro forma as if ASC 605 was in effect		Effect of change		As reported
	(in thousands)
Assets
Unbilled revenue	$	10,793	$	(10,793)	$	—
Current contract assets	—		29,782		29,782
Total current assets	10,793		18,989		29,782
Non-current contract assets	—		33,169		33,169
Total	$	10,793	$	52,158	$	62,951

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Share-Based Compensation

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

Class B Common Unit Incentive Plan (the "Class B Plan")

Prior to the closing of the Business Combination, Open Lending, LLC maintained a Class B Common Unit Incentive Plan, which was a form of long-term compensation that provided for the issuance of Class B common units 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. The Class B common units were a special class of common units structured to qualify as “profits interest” for tax purposes. The aggregated amount of Class B common units was limited to 14,241,344, with the aggregate number of Class B common units available for issuance to non-employees not to exceed 995,039.

The Class B common units issued under the Class B Plan generally vest, subject to continued services to Open Lending LLC and its subsidiaries, based on a 3-year or 3.25-year vesting schedule, with 25% of the units vesting on the grant date and equal quarterly vesting installments thereafter. In connection with the Business Combination, the Board of Managers of Open Lending, LLC approved a modification to the awards granted under the Class B Plan to allow accelerated vesting of all granted units immediately prior to the Business Combination. On the date of the Closing, the Class B common units were converted into shares of common stock of Open Lending Corporation on 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.

A summary of the status of the Class B common units award activity for the years ended December 31, 2020, 2019 and 2018 is presented in the table below. The number of Class B common units that vested during the years ended December 31, 2020, 2019 and 2018 was 929,160, 1,496,521 and 1,814,594, respectively. There were 0, 0 and 2,813 units forfeited in the years ended December 31, 2020, 2019 and 2018 respectively.


	Granted Units	Vested Units	Non-vested units




Balance as of January 1, 2018	12,814,203	9,891,696	2,922,507
Granted	1,317,768	—	1,317,768
Vested	—	1,814,594	(1,814,594)
Forfeiture	(2,813)	(2,813)	—
Balance as of December 31, 2018	14,129,158	11,703,477	2,425,681
Granted	—	—	—
Vested	—	1,496,521	(1,496,521)
Forfeiture	—	—	—
Balance as of December 31, 2019	14,129,158	13,199,998	929,160
Granted	—	—	—
Vested	—	929,160	(929,160)
Forfeiture	—	—	—
Balance as of June 10, 2020	14,129,158	14,129,158	—
Conversion to common stock upon Business Combination	(14,129,158)	(14,129,158)	—
Balance as of December 31, 2020	—	—	—

The grant date fair value of the Class B Plan share-based awards was based on a waterfall model set-up using the Monte-Carlo simulation framework, with inputs for the equity value of Open Lending, LLC, expected equity volatility, expected term of the awards, risk-free interest rate and expected preferred and common distributions.

The equity value of the Open Lending, LLC was determined by applying certain weightings to the income approach (specifically discounted cash flow method) and market approaches (i.e. guideline comparable company method, guideline transaction method, change in market capitalization method, and/or change in market multiples method). The selected weightings for each of these approaches was determined based on the relative reliability of the indicated equity value. As Open Lending, LLC did not have publicly traded equity, the expected equity volatility for Open Lending, LLC was estimated by reference to the average historical and implied volatilities of comparable companies calculated using the Merton model. The industry peer group used in the market approaches and in the volatility calculations included small, mid, and/or large capitalization companies in industries similar to Open Lending, LLC and taking into account the similarity in business model, size, stage of lifecycle, and financial leverage. The expected term represented the period of time based on an expected liquidity event (i.e. merger or IPO). The risk-free interest rate used in the analysis was based on the U.S. Treasury yield for a term consistent with the selected term.


	Class B1(b)	Class B2(a)	Class B2(b)	Class B2(c)	Class B2(d)
Grant Date	January 31, 2016	December 1, 2016	November 22, 2017	March 15, 2018	August 6, 2018
Equity Valuation Date	January 31, 2016	January 31, 2016	December 31, 2017	December 31, 2017	August 6, 2018
Volatility	45%	45%	40%	40%	40%
Term	4.92	4.92	3.00	3.00	2.40
Risk Free Rate	1.3%	1.3%	2.0%	2.0%	2.7%
Exit Date	December 31, 2020	December 31, 2020	December 31, 2020	December 31, 2020	December 31, 2020
DLOM – Common	13%	13%	18%	18%	14%
Grant Date Fair Value	$0.75	$0.57	$2.85	$2.85	$4.00

The fair value of the Class B award units that vested during the years ended December 31, 2020, 2019 and 2018 was $2.7 million, $2.0 million and $2.5 million respectively.

During the years ended December 31, 2020, 2019 and 2018, share based compensation expense related to the Class B plan was allocated to cost of services, general and administrative, selling and marketing, research and development generally based on the functional responsibilities of the awarded unit holders of Open Lending, LLC (except the $2.2 million share-based compensation expense due to accelerated vesting in relation to the Business Combination, which was recognized fully in general and administrative expenses) in the accompanying consolidated statements of operations and comprehensive income (loss) as follows:


	Year Ended December 31,
	2020		2019		2018
	(in thousands)
Cost of services	$	123	$	100	$	108
General and administrative	2,425		1,798		2,275
Selling and marketing	81		62		153
Research and development	46		24		36
Total	$	2,675	$	1,984	$	2,572

2020 Stock Option and Incentive Plan (the “2020 Plan”)

On June 9, 2020, Nebula’s stockholders approved the 2020 Plan. The 2020 Plan provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units and other stock or cash-based awards. The Company has initially reserved 9,693,750, approximately 10% of the number of shares 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.

The following table provides information related to the incentive stock options and restricted stock awards granted during the year ended December 31, 2020:


	Restricted Stock Units			Stock Options
	Number of Awards	Weighted Average Fair Value at Grant Date		Number of Awards	Weighted Average Exercise Price
Outstanding as of December 31, 2019	—	$	—	—	$	—
Granted	109,920	28.20		199,764	33.56
Vested/Exercised	—	—		—	—
Forfeited	—	—		—	—
Outstanding as of December 31, 2020	109,920	$	28.20	199,764	$	33.56

The outstanding stock options vest, subject to the continued employment of the grantees, in equal annual installments over four years following the grant date. The contractual term for the exercisability of the stock options is ten years from the grant date. The outstanding restricted stock units are service-based only and vest based on schedules as set forth in the respective award agreements, generally over four years.

The aggregate intrinsic value of outstanding stock options at December 31, 2020 was as follows:


	Intrinsic Value of Stock Options
	(in thousands)
Vested and exercisable	$	—
Unvested	280
Total outstanding	$	280

The share-based compensation expense of the equity awards granted under the 2020 Plan was recognized based on the grant date fair value and amortized over each award's vesting period using the straight-line attribution approach. The Company used the closing price of its publicly traded common stock on the grant date of the restricted stock units awards to calculate the fair value. The Company estimated the fair value of each stock option on the date of grant using a Black–Scholes option-pricing model, applying the following assumptions:


Grant date						12/30/2020
Strike price						$33.56
Expected life (a)						6.25
Weighted average time to vest (b)						2.50
Expected dividend yield (c)						—
Expected volatility rate (d)						50.00%
Risk-free interest rate (e)						0.55%
Weighted average option grant date fair value						$15.51

(a).The expected life was estimated using the "Simplified Method" which utilizes the midpoint between the vesting date and the end of the contractual term. The Company used the simplified method due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options.

(b).The weighted average time to vest was calculated using the "Simplified Method" by applying 25% to each vesting years.

(c).At the grant date, no dividends were expected to be paid over the contractual term of the stock options granted, based on the Company's dividend policy, resulting in the use of a zero dividend rate.

(d).The expected volatility rate was based on the average of implied and observed historical volatility of comparable companies.

(e).The risk-free interest rate was interpolated from the five-year and seven-year Constant Maturity Treasury rate published by the United States Treasury as of the date of the grant.

The unrecognized share-based compensation expense at December 31, 2020 was as follows:


	Unrecognized Expense		Weighted Average Amortization Period
	(in thousands)
Restricted stock	$	2,952	3.58
Stock options	3,094		4.00
Total unrecognized share-based compensation expense	$	6,046	3.85

During the year ended December 31, 2020, the share-based compensation expense related to the 2020 Plan was $0.2 million, which was allocated to general and administrative in operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss).

Net Income (Loss) Per Share

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

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 dilutive potential common shares outstanding during the period using the treasury stock method.

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the years ended December 31, 2020, 2019 and 2018:


	Year Ended December 31,
	2020		2019		2018
	(int thousands, except shares and per share data)
Basic net income (loss) per share:
Numerator
Net income (loss)	$	(97,564)	$	62,544	$	28,279
Preferred distribution to redeemable convertible preferred units	(40,689)		(11,058)		(9,066)
Non-cash adjustments to redemption amount of the redeemable convertible preferred unis	47,537		(163,425)		(63,311)
Net loss attributable to common stockholders	$	(90,716)	$	(111,939)	$	(44,098)
Denominator
Basic weighted-average common shares	82,908,772		37,631,052		37,631,052
Basic net loss per share attributable to common stockholders	$	(1.09)	$	(2.97)	$	(1.17)

Due to net losses incurred for the years ended December 31, 2020, 2019 and 2018, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. The following weighted average shares of the potentially dilutive outstanding securities for the years ended December 31, 2020, 2019 and 2018 were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented.


	Year Ended December 31,
	2020	2019	2018
Redeemable public warrants	836,474	—	—
Contingency consideration	3,018,699	—	—
Retroactively restated redeemable convertible Series C preferred units	6,281,025	14,278,603	14,278,603
Total	10,136,198	14,278,603	14,278,603

The Company’s pre-merger LLC membership structure included several different types of LLC interests including ownership interests and profits interests. The Company analyzed the calculation of earnings per unit by using the two-class method for the years ended December 31, 2019 and 2018 and determined that it resulted in values that would not be comparable to the same periods in 2020 and therefore not meaningful to the users of these consolidated financial statements. As a result, the Open Lending, LLC’s net income (loss) per share information has not been presented for any period.

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:


	At December 31,
	2020				2019
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Financial assets
Cash and cash equivalents	$	101,513	101,513		$	7,676	$	7,676
Restricted cash	2,635		2,635		2,222		2,222
Accounts receivable	4,352		4,352		3,767		3,767
Interest Rate Swaps (Other assets)	—		—		9		9
Total	$	108,500	$	108,500	$	13,674	$	13,674
Financial liabilities
Notes payable	157,747		157,747		3,313		3,313
Accounts payable	3,442		3,442		1,337		1,337
Accrued expenses	3,033		3,033		2,006		2,006
Income tax payable	1,640		1,640		$	—
Total	$	165,862	$	165,862	$	6,656	$	6,656

The fair value of the financial instruments shown in the table above as of December 31, 2020 and 2019 represent the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between the market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflect the Company’s own judgments about the assumptions that market participants would use in pricing 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.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

•Cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses: The carrying amounts, at face value or cost plus accrued interest, approximate fair value because of the short maturity of these instruments.

•Restricted cash: Restricted cash relates to deposits held on behalf of insurance partners to settle insurance claims. The carrying amount of restricted cash approximates fair value because of the short maturity of this instrument.

•Interest rate swaps: The fair value is calculated as the present value of the estimated future cash flows. Estimates of future floating-rate cash flows are based on quoted swap rates, futures prices and interbank borrowing rates. Estimated cash flows are discounted using a yield curve constructed from similar sources and which reflects the relevant benchmark interbank rate used by market participants for this purpose when pricing interest rate swaps. The fair value estimate is subject to a credit risk adjustment that reflects the credit risk of the Company and of the counterparty; this is calculated based on credit spreads derived from current credit default swap or bond prices. The Company's interest rate swap was settled in March of 2020.

•Notes payable: 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 rate plus an applicable spread and consistency in our credit ratings.

Fair Value Hierarchy

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis (including items that are required to be measured at fair value) at December 31, 2020 and 2019:


	December 31, 2020		Fair value measurements at reporting date using
			Level 1		Level 2		Level 3
	(in thousands)
Liabilities:
Notes payable at fair value, net of debt issuance cost	157,747		—		157,747		—
Total	$	157,747	$	—	$	157,747	$	—


	December 31, 2019		Fair value measurements at reporting date using
			Level 1		Level 2		Level 3
	(in thousands)
Assets:
Interest rate swaps at fair value	$	9	$	—	$	9	$	—
Total	9		—		9		—
Liabilities:
Notes payable at fair value, net of debt issuance cost	3,313		—		3,313		—
Total	$	3,313	$	—	$	3,313	$	—

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 years ended December 31, 2020 and 2019.

The Company does not have any long-lived asset which is being measured at fair value on a recurring basis.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Commitment and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments

The following tables summarizes contractual obligations and commitments as of December 31, 2020:


	Payments due by Period
	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years
	(in thousands)
Debt principal, interest and fees	$	236,970	$	17,438	$	36,647	$	38,584	$	144,301
Operating lease obligations	7,475		774		1,763		1,865		3,073
Other contractual commitments	574		445		129		—		—
Total contractual obligations	$	245,019	$	18,657	$	38,539	$	40,449	$	147,374

Debt Principal, Interest and Fees

Represents principal, estimated interest and fees on Notes payable. (See Note 8 “Notes Payable”). Since the Notes are subject to a floating rate, the estimated interest was based on the rate in effect during the last month of the fiscal year ended December 31, 2020.

Operating Lease Obligations

This relates to the lease of real property from third parties under non-cancelable operating leases. Total rent expense of $0.9 million, $0.6 million and $0.6 million was recognized for fiscal years 2020, 2019 and 2018, respectively. We recognize rent expense on a straight-line basis over the term of the lease, taking into account, when applicable, lessor incentives for tenant improvements. Deferred rent is recognized for the difference between the rent expense recognized on a straight-line basis and the payments made per the terms of the lease.

Other Contractual Commitments

Represents amounts payable to agreements related to information technology outsourcing services and other service agreements.

Office Space

On June 17, 2019, Open Lending, LLC executed a noncancellable operating lease agreement with G&I VII Barton Skyway, LP, a Delaware limited partnership (“Landlord”) to lease its current office space located at 1501 South MoPac Expressway, Suite 450, Austin, Texas 78746 for a period of 100 months starting on October 1, 2020. The Company moved into the new office space on September 1, 2020, which is considered as the lease commencement date under ASC 842. The Company does not have a lease payment due until four months after the stated commencement date per the agreement. The lease provides us with an extension option for a period of 60 months beyond the end of the initial term, subject to specific conditions outlined in the agreement. Prior to its move-in to the new office, the Company had an operating lease agreement for its office space at 901 S. MoPac Expressway, Bldg. 1, Austin, Texas 78746, which ended on September 30, 2020.

Contingencies

As of December 31, 2020, the Company is not involved in any claim, proceeding or litigation which may be deemed to have a material adverse effect on our consolidated financial statements taken as a whole.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Pursuant to a Stock Repurchase Agreement, dated as of December 7, 2020, between Open Lending and the selling stockholders, as part of the underwritten public offering as described above, we repurchased from the selling stockholders an aggregate number of 1,395,089 shares of our common stock totaling $37.5 million, at the same per share price paid by the underwriters to the selling stockholders in the offering. On March 25, 2020, Ross Jessup, the CEO, 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. Open Lending. LLC incurred consulting expenses of approximately $0.7 million and $0.6 million in the years ended December 31, 2019 and 2018, respectively, with entities owned by members of our management team and board of directors. These expenses include consulting fees paid to EWMW, LP, owned by Sandy Watkins, former Chairman of Open Lending, LLC’s board of directors, fees for marketing services provided by Objective Advisors, Inc., owned by the wife of John Flynn, Chairman and CEO of Open Lending, and human resource services rendered by HireBetter, LLC, which is owned by Kurt Wilkin, a former member of Open Lending, LLC’s board of directors.

Retirement Plan	12 Months Ended
Retirement Plan	Dec. 31, 2020
Retirement Benefits [Abstract]
Retirement Plan	Retirement PlanThe Company has a 401(k)-profit sharing plan (the “401(k) Plan”) for the benefit of all employees who have attained the age of 21 years old and have completed 60 days of service. Eligible employees may contribute to the 401(k) Plan subject to certain limitations. Under the provisions of the 401(k) Plan, the Company will make a safe harbor non-elective contribution equal to 3% of each participant’s compensation and may make discretionary matching contributions, as well as profit sharing contributions, as determined by management. The Company made profit sharing contributions of $0, $33,600 and $33,000 in 2020, 2019, and 2018, respectively. The Company made safe harbor non-elective contributions of $377,724, $292,204, and $230,146 to the 401(k) Plan during the years ended December 31, 2020, 2019, and 2018, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

During the years ended December 31, 2020, 2019 and 2018, the Company recognized income tax expense (benefit) of $6.6 million, $(30,000) and $37,000 resulting in effective tax rates of (7.2)%, (0.1)% and 0.1%, respectively. The Company’s income tax expense for the year ended December 31, 2020 differs from amounts computed by applying the U.S. federal statutory tax rate of 21% primarily due to the impact of the change in fair value of the carrying amount of the contingent consideration being recorded in the Company’s statements of operations and comprehensive income (loss). The Company’s income tax expense for the years ended December 31, 2019 and 2018 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.

Net deferred tax assets totaling $89.9 million were recorded as of June 10, 2020 in relation to the Business Combination, of which $88.1 million was recorded to other non-current liabilities to reflect the Company’s estimated liability associated with the Tax Receivable Agreement, dated June 10, 2020, by and among Nebula, the Blocker, Blocker’s sole shareholder, and Open Lending, LLC and the excess amount of $1.9 million was recorded to additional paid-in capital.

The Company's income tax expense (benefit) attributable to operations are as follows:


	Year Ended December 31,
	2020		2019		2018
	(in thousands)
Current tax expense:
Federal	$	1,234	$	—	$	—
State	605		(30)		37
Deferred tax expense (benefit):
Federal	7,463		—		—
State	(2,729)		—		—
Income tax expense	$	6,573	$	(30)	$	37

The components of the Company's income tax expense are as follows:


	Year Ended December 31,
	2020				2019				2018
	(in thousands)		(rate reconciliation)		(in thousands)		(rate reconciliation)		(in thousands)		(rate reconciliation)
Income tax benefit computed at the statutory rate	$	(19,102)	21.0	%	$	13,128	21.0	%	$	5,946	21.0	%
State income taxes	(1,706)		1.9	%	(30)		(0.1)	%	37		0.1	%
Income not subject to federal taxes	—		—	%	(13,128)		(21.0)	%	(5,946)		(21.0)	%

Contingent consideration	27,706		(30.5)	%	—		—	%	—		—	%
Other	(325)		0.4	%	—		—	%	—		—	%


Income tax expense	$	6,573	(7.2)	%	$	(30)	(0.1)	%	$	37	0.1	%

The components of the Company's deferred tax assets and liabilities are as follows:


	Year Ended December 31,
	2020		2019
	(in thousands)
Deferred tax assets
Investment in Lender's Protection, LLC	$	85,219	$	—
Operating lease liability	1,394		—
Share-based compensation	37		—
Other	21		—




Deferred tax assets	$	86,671	$	—
Deferred tax liabilities
Operating lease asset	$	(1,453)	$	—




Deferred tax liabilities	$	(1,453)	$	—
Net deferred tax assets	$	85,218	$	—

As of December 31, 2020, 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 December 31, 2020.

On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), an economic stimulus package in response to the COVID-19 pandemic. The CARES Act contains several corporate income tax provisions intended to provide relief to taxpayers, most substantial of which relate to temporary net operating loss (“NOL”) carryback periods, temporary reductions in the limitation of business interest expense deductions, employee retention tax credits, and payroll tax relief, among other changes. As of December 31, 2020, the CARES Act provisions did not have a material impact on the Company's current year provision or the consolidated financial statements.

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 December 31, 2020 or for any open tax years. Tax penalties and interest are reflected in the consolidated statements of operations and comprehensive income (loss) in other expenses. The Company has not recorded any penalties or interest related to uncertain tax positions as of December 31, 2020 or for any open tax years.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Tax Receivable Agreement	12 Months Ended
Tax Receivable Agreement	Dec. 31, 2020
Tax Receivable Agreement [Abstract]
Tax Receivable Agreement	Tax Receivable AgreementIn connection with the Business Combination, the Company entered into the Tax Receivable Agreement. The Tax Receivable Agreement 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. For the year ending December 31, 2020, other income (expense) includes a $(4.3) million non-cash charge related to a change in the measurement of our Tax Receivable Agreement liability as a result of changes in our blended state tax rate. Please see Note 18 "Income Taxes". The liability for the Tax Receivable Agreement was $92.4 million as of December 31, 2020, which is classified as other non-current liabilities on our consolidated balance sheet. The deferred tax assets for the Tax Receivable Agreement were $104.9 million, which were recognized due to the increase in tax basis and certain tax benefits attributable to imputed interest, and are reflected as part of the Investment in Lender’s Protection, LLC deferred tax asset above. The Company expects to benefit from the remaining 15% of cash savings, if any, realized.

Quarterly Results of Operations (Unaudited)

12 Months Ended

Dec. 31, 2020

Quarterly Financial Information Disclosure [Abstract]

Quarterly Results of Operations (Unaudited)

Consolidated quarterly results of operations for fiscal year 2020 and 2019 were as follows:


	Quarter Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020
	(in thousands, except per share data)
2020
Total revenue	17,430		22,067		29,762		39,633
Gross profit	14,935		20,240		27,266		36,665
Operating income	8,931		3,946		19,554		24,286
Change in fair value of contingent consideration	—		(48,802)		(83,130)		—
Net income (loss) and comprehensive income (loss)	8,172		(49,805)		(71,133)		15,202

Basic net income (loss) per common share	$	0.29	$	(1.01)	$	(0.62)	$	0.12
Diluted net income (loss) per common share	$	0.16	$	(1.01)	$	(0.62)	$	0.12


	Quarter Ended
	March 31, 2019		June 30, 2019		September 30, 2019		December 31, 2019
	(in thousands, except per share data)
2019
Total revenue	$	19,484	$	25,183	$	22,104	$	26,076
Gross profit	$	17,957	$	23,116	$	20,181	$	23,787
Operating income	$	12,863	$	17,580	$	14,817	$	17,355
Net income (loss) and comprehensive income (loss)	$	12,904	$	17,484	$	14,716	$	17,440

Basic net income (loss) per common share	$	(0.34)	$	(0.19)	$	(1.25)	$	(1.19)
Diluted net income (loss) per common share	$	(0.34)	$	(0.19)	$	(1.25)	$	(1.19)

Summary of Significant Accounting and Reporting Policies (Policies)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of presentation and consolidation	Basis of presentation and consolidation The accompanying 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 prior year amounts, such as deferred transaction costs, have been reclassified to conform to the December 31, 2020 balance sheet presentation. 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 (loss) 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 of the Business Combination.
Coronavirus outbreak	Coronavirus outbreakThe outbreak of the novel coronavirus (“COVID-19”) that was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on 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 the disease, 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, rising unemployment and the overall impact on our customer behavior, all of which are uncertain and cannot be predicted. We are 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. We believe 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. We have seen a reduction in loan applications and certified loans throughout most of 2020. As consumers and lenders have adjusted to the pandemic, application and certification levels have increased, but are not back to pre-pandemic levels when comparing existing lending institutions to the same lending institution’s prior year performance. Lenders’ forbearance programs, government stimulus packages, extended unemployment benefits and other government assistance via the Cares Act passed on March 27, 2020 have resulted in a reduction in expected defaults since the onset of the pandemic. As these programs’ accessibility diminishes, defaults may increase. The potential increase in defaults may impact our revenues and subsequent recovery as the automotive finance industry and overall economy recover. We continue to closely monitor the current macro environment, particularly the impact of the recent COVID-19 pandemic on 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-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 its common stock in its initial public offering.
Use of estimates and judgements	Use of estimates and judgements The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the 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. Some significant items subject to such estimates and assumptions include, but are not limited to, profit share revenue recognition and the corresponding impact on contract asset, the recognition of the valuations of share-based compensation arrangements, valuation of contingent consideration, 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 the estimation of profit share revenue recognition and the related contract asset under Accounting Standards Update (“ASU”) 2014-9, 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 year ended December 31, 2020 as a result of changes in facts and circumstances and general market conditions derived from the COVID-19 pandemic.
Income taxes	Income taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax laws and rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured as the largest amount that is greater than 50% likely of being realized. The Company records potential interest and penalties related to an underpayment of income taxes as other expenses and penalties included within other income (expenses) in the consolidated statements of operations and comprehensive income (loss).
Cash and cash equivalents	Cash and cash equivalentsCash and cash equivalents consists of cash held in checking and savings accounts. The Company considers all highly liquid investments with original or remaining maturities of three months or less at the date of purchase to be cash equivalents. We determine the appropriate classification of the Company’s cash and cash equivalents at the time of purchase.
Restricted cash	Restricted cashRestricted cash relates to deposits held in a financial institution for the processing of automated clearing house transactions and funds held on behalf of insurance partners to settle insurance claims. As a third-party administrator of insurance claims and refund adjudication, the Company collects funds from insurance partners which are intended to be used to settle insurance claims and process funds on behalf of the insurance partners.
Accounts receivable	Accounts receivable Accounts receivable includes program fees billed to the customers, for which payments are expected to be received within 30 days from billing. The program fees are assessed at the time when the customer uses LPP to certify consumer loans and are billed either as an upfront fee or in twelve (12) equal installments. The Company bills the customers for the upfront fee in the month the service is provided and for the monthly installment fee over twelve (12) months. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated statement of cash flows. The Company does not maintain an allowance for doubtful accounts for estimated losses with respect to its accounts receivable portfolio due to the short time frame within which the receivable amounts are settled by the customers and there is not any historical evidence of credit losses on trade accounts receivable. The Company does not have any off-balance-sheet credit exposure related to its customers. There have not been any charge-offs against the Company’s accounts receivable portfolio for the periods presented.
Property and equipment	Property and equipmentProperty and equipment acquired by the Company are recorded at cost, less accumulated depreciation, and impairment losses, if any. Major additions and improvements are capitalized while maintenance and repairs that do not improve or extend the useful life of the respective asset are expensed as incurred. Depreciation, which is presented within the general and administrative expense caption, is calculated using the straight-line method based on the estimated useful lives of the assets. The estimated useful lives of property and equipment ranges from three to eight years. The assets are reviewed for impairment whenever events or changes in circumstances indicate that the amount recorded may not be recoverable, and if not recoverable based on the assets’ expected undiscounted cash flows, an impairment is recognized to the extent that the carrying amount exceeds the fair value. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets.
Fair value measurements	Fair value measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: •Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. •Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices), for substantially the full term of the asset or liability. •Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
Revenue recognition	Revenue recognition The Company’s revenue is derived from program fees from lending institutions, profit share on the production of insurance contracts for third party insurance carriers and claims administration service for those same insurance carriers. Revenues are recognized when control of the promised services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Upon the adoption of ASC 606, where the Company’s performance obligations have been completed, but the final amount of transaction price is unknown, we estimate the amount of the transaction price we expect to be entitled to under the Company’s customer contracts. We recognize subsequent adjustments to an estimated transaction price upon the receipt of additional information or final settlement, whichever occurs first. Prior to the adoption of ASC 606, we recognized revenue when persuasive evidence or an arrangement existed, services had been rendered, transaction price had been determinable and collectability had been reasonably assured. For program fees, we provide customers (i.e. automotive lending institutions) with access to and use of the Company’s Lenders Protection Program (“LPP”), which is a Software as a Service platform that facilitates loan decision making and automated underwriting by third-party lenders and the issuance of credit default insurance through third-party insurance providers. For each loan processed through the platform, the Company receives a usage fee based on a percentage of the original principal balance of the loan covered under the LPP. The program fee arrangements are assessed at the time the platform usage occurs and is either paid upfront or over a twelve (12) month installment basis. Profit share is derived from the Company agency relationship with third-party insurance providers whereby it facilitates the underwriting and issuance of credit default insurance for its lender customers through the contracted third-party insurance providers. With the adoption of ASC 606 on January 1, 2019, the Company recognizes profit share based on the amount of cash flows it expects to receive from the insurance company over the term of the underlying insured loan. Prior to 2019, the Company recognized revenue when the promised services had been rendered, the profit share amount became determinable and collectability was assured. For the insurance policies issued through the Company’s program, the Company provides adjudication services for insurance claims on the third-party insurer’s policies for auto loans processed through the Lenders Protection Program. The Company earns a monthly service fee which is calculated by the third-party insurance providers as 3% of the monthly net insurance premium collected over the life of the underlying loan. Revenue is recognized as the service is provided over the term of the adjudication contract with the insurance carrier.
Research and development costs	Research and development costsResearch and development costs consist primarily of compensation and benefits of employees engaged in the ongoing development of a lending enablement platform for the automotive finance market, called Lenders Protection Program platform.
Debt issuance costs	Debt issuance costsDebt issuance costs incurred in connection with the issuance of notes payable are capitalized and amortized to interest expense in accordance with the related debt agreement. Debt issuance costs are included as a reduction in non-current notes payable, net of debt issuance cost in the accompanying consolidated balance sheets.
Deferred transactions costs	Deferred transaction costsInvestment banking, legal, accounting and other professional fees directly attributable to the issuance of equity in connection with Business Combination were capitalized within deferred transaction costs on the consolidated balance sheet as of December 31, 2019 and reclassified to additional paid-in capital upon issuance of shares on the Closing Date of the transaction.
Share-based compensation	Share-based compensation The Company grants share-based equity awards to its employees and board of directors. The Company accounts for the share-based equity awards in accordance with ASC 718, Compensation – Stock Compensation, which establishes accounting for share-based awards exchanged for employee services and requires the Company to expense the estimated fair value of these awards over the requisite service period. Determining the appropriate fair value model and calculating the fair value of the share-based awards at the date of grant requires management judgement. The Company uses the closing price of the publicly traded common stock on the grant date as fair value of restricted stock units, and utilizes the Monte Carlo valuation model to estimate the fair value of the profit interests and the Black-Scholes option pricing model to estimate the fair value of employee stock options. These pricing models require the use of input assumptions, including expected volatility, expected life, expected dividend yield, and expected risk-free rate of return. The expected life of the awards was estimated using the "Simplified Method" that utilizes the midpoint between the vesting date and the end of the contractual term. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of awards. The expected volatility was based on the average of implied and observed historical volatility of comparable companies as we do not have enough history as a public company. Changes in these assumptions can materially affect the estimate of the awards fair value. The Company expects to issue shares upon stock options exercise from treasury stock. At December 31, 2020, the outstanding share-based equity awards vest based on service conditions only and have a graded vesting schedule. The Company recognizes compensation expense for vested awards in the consolidated statements of operations and comprehensive income, net of actual forfeitures in the period they occur, on a straight-line basis over the requisite service period. Share-based compensation expense related to vested awards is allocated to cost of services, general and administrative, selling and marketing, and research and development, based on the functional responsibilities of the awarded share holder in the consolidated statements of operations and comprehensive income.
Contingent consideration	Contingent consideration As part of the Business Combination, Open Lending, LLC unitholders and certain Nebula equity holders were entitled to additional consideration in the form of shares of the Company’s common stock to be issued when the Company’s common stock price achieved certain market share price milestones within specified periods following the Closing. In addition, the Nebula sponsors were restricted to transfer a portion of their founder shares unless market share price targets were achieved within the specified period. Pursuant to the guidance under ASC 815, Derivatives and Hedging, the contingent consideration was classified as a Level 3 fair value measurement liability, and the increase or decrease in the fair value during the reporting period was recognized as expense or income accordingly. The fair value of the contingent consideration was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility. The fair value of the contingent consideration on each vesting date (i.e. the date when each respective share price performance milestone was achieved) was based on the closing share price of the Company's publicly traded stock on the vesting date. The Company's contingent consideration was settled in July and August of 2020.
Treasury stock	Treasury stockThe Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ equity (deficit).
Net income (loss) per share	Net income (loss) per share The Company computes net income (loss) per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributions as if all income for the period had been distributed. Prior to the Business Combination, the Company's pre-merger LLC membership structure included common units and convertible preferred units which were regarded as participating securities. When calculating the net income (loss) per share for the presented periods, the Company has retroactively restated the number of common and preferred units issued and outstanding prior to June 10, 2020 to the number of shares of common stock into which they were converted, based on the exchange ratio established in the Business Combination Agreement. In accordance with the Company's pre-merger LLC membership structure, holders of the redeemable convertible preferred units would be entitled to distributions in preference to common stockholders, at specified rates, if declared. The Company also recognized adjustments to redemption amount of the redeemable convertible preferred units similar to a distribution, in temporary equity. Any remaining net income would then be distributed to the holders of common stock and non-redeemable convertible preferred units on a pro-rata basis assuming conversion of all convertible preferred units into common stock in the event that the Company had profits to be allocated to the stockholders. However, the redeemable convertible preferred units did not contractually require the holders of such participating instruments to participate in the Company’s losses. As such, net losses for the periods presented were allocated to common stock only. The Company’s basic net income (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net income (loss) per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. Diluted net income (loss) per share is the same as basic net income (loss) per share in periods when the effects of potentially dilutive shares of common stock are anti-dilutive.
Concentrations of revenue and credit risks	Concentrations of revenue and credit risks The Company’s top ten customers accounted for an aggregate of 38% of the Company’s total program fee revenue in 2020, with the top customer accounting for 13% of total program fee revenue. The Company's business relationships with its two insurance partners generate 55% of the Company's total revenue, with the top insurance partner accounting for approximately 70% of the total profit share revenue. We expect to have significant concentration in our Original Equipment Manufacturing (“OEM”) customers for the foreseeable future. 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 Open Lending platform would decline, which would materially 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 are 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 December 31, 2020 and December 31, 2019, there was no allowance for doubtful accounts. At December 31, 2020, the Company had one customer that represented 19% of the Company’s accounts receivable. At December 31, 2019, the Company had one customer that represented 22% of the Company’s accounts receivable.
Recently issued accounting pronouncements not yet adopted and recently adopted new accounting standards	Recently issued accounting pronouncements not yet adoptedIn December 2019, the FASB released 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 amendments in ASU 2019-12 are effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company does not expect adoption of the new standard to have a material impact on its consolidated Financial Statements. In June 2016, the 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 15, 2022. The Company is in the process of assessing the impact of this ASU on our consolidated financial statements and disclosures. 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 its consolidated financial position or results of operations. Recently adopted new accounting standards On January 1, 2019, the Company adopted ASU 2014-19 and all related amendments (ASC 606) and applied its provisions to all uncompleted contracts using the modified retrospective method. The Company recognized the cumulative effect of initially applying ASC 606 as an adjustment to increase the opening balance of retained earnings by $32.8 million. The comparative information for prior periods has not been adjusted and continues to be reported under the accounting standards in effect for those periods. See Note 11 "Revenue" for further information related to adoption of the new revenue standard, including the Company’s updated revenue accounting policies and accounting policies for costs to obtain and fulfill a contract with a customer. On January 1, 2020, we adopted ASU 2016-2, Leases (“Topic 842”) using the alternative modified retrospective transition method and elected practical expedients which allowed us to account for the lease and non-lease components as a single component. For non-lease components that are variable payments (i.e. common area maintenance and utilities) not based on an index or a rate or bounded by a minimum payment provision per the lease agreement, we expense such variable payments as incurred. In addition, we elected not to reassess whether any expired or existing contracts contain leases, the corresponding lease classification and initial direct costs. The practical expedients were applied across our lease portfolios. We recognized operating lease right-of-use (“ROU”) asset and operating lease liabilities for operating leases with initial terms greater than 12 months. ROU assets represent our right to use an asset for the lease term, while lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. Refer to Note 4, "Leases" for additional information on the Company's lease accounting policy and the impact of Topic 842 on the operating lease for our current office space which commenced under ASC 842 on September 1, 2020.

Leases (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Lease, Cost

For the years ended December 31, 2020, 2019 and 2018, the Company recorded the following lease expenses:


	Year Ended December 31,
	2020		2019		2018
	(in thousands)
Operating lease expense	$	640	$	380	$	380
Variable lease payment	$	289	$	250	$	229
Total lease expense	$	929	$	630	$	609

Additional information related to the operating lease for the period the Company adopted ASC 842 is as follows:


	Year Ended December 31, 2020
	(in thousands)
Cash paid for operating leases included in operating cash flows	$	828
Operating lease ROU assets obtained in exchange for new lease liabilities	5,362
Total	$	6,190

Weighted-average remaining lease term – operating lease (in years)	8.08
Weighted-average discount rate – operating lease	7.72		%

Assets and Liabilities, Lessee


	At December 31, 2020
	(in thousands)
Operating lease right-of-use asset	$	5,911
Accumulated amortization	(178)
Operating lease right-of-use assets, net	$	5,733

Lease liability, current	$	364
Lease liability, non-current	5,138
Total operating lease liability	$	5,502

Lessee, Operating Lease, Liability, Maturity

The maturities of lease liabilities are as follows:


	At December 31, 2020
	(in thousands)
2021	$	774
2022	869
2023	894
2024	920
2025	945
Thereafter	3,073

Total undiscounted liabilities	7,475
Less: Interest	1,973
Present value of lease liabilities	$	5,502

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property and equipment consisted of the following:


	At December 31,
	2020		2019
	(in thousands)
Leasehold improvements	$	276	$	247
Furniture and equipment	1,077		391
Total cost of property and equipment	1,353		638
Less: accumulated depreciation	(152)		(339)
Total property and equipment, net	$	1,201	$	299

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2020

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued expenses consisted of the following:


	At December 31,
	2020		2019
	(in thousands)
Accrued employee expenses	$	2,796	$	1,757
Other	237		249
Total accrued expenses	$	3,033	$	2,006

Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Other Liabilities Disclosure [Abstract]

Other Current Liabilities

Other current liabilities consisted of the following:


	At December 31,
	2020		2019
	(in thousands)
Third-party claims administration liability	$	2,591	$	2,182
Tax refund due to pre-merger unitholder	862		—
Current operating lease liability	364		—
Other	188		184
Total other current liabilities	$	4,005	$	2,366

Notes Payable (Tables)

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Summary of Outstanding Notes Payable

The Company’s outstanding notes payable consists of the following:


	At December 31,
	2020		2019
	(in thousands)
Note payable	$	—	$	3,334
Term loan	166,813		—
Less: debt issuance costs	(9,066)		(21)
Less: current portion of notes payable	(4,888)		(2,484)
Non-current notes payable, net of debt issuance costs	$	152,859	$	829

Schedule of Maturities of Long-term Debt

The future scheduled principal payments of debt as of December 31, 2020 were as follows:


	Principal Payments
	(in thousands)
2021	$	4,888
2022	5,100
2023	7,650
2024	8,500
2025	8,500
Thereafter	132,175
Total	$	166,813

Contingent Consideration (Tables)

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Schedule of Business Acquisitions by Acquisition, Contingent Consideration

A reconciliation of changes in the liability related to contingent consideration during the year ended December 31, 2020 follows:


	(in thousands)
Fair value at June 10, 2020	$	347,089
Change in fair value	131,932
Reclassification of shares to equity	(479,021)
Fair value at December 31, 2020	$	—

Stockholders' Equity (Deficit) (Tables)

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Schedule of Preferred Units

As of December 31, 2019, the outstanding preferred units of Open Lending, LLC were as follows:


	Series	Units Authorized	Units Issued and Outstanding	Per Unit Liquidation Preference		Aggregate Liquidation Preference		Per Unit Initial Conversion Price
		(In thousands, except unit and per unit data )
Non-Redeemable Preferred Units	A	9,941,227	9,941,227	$	0.50	$	4,971	$	0.25
Non-Redeemable Preferred Units	B	19,117,039	19,117,039	$	0.50	$	9,559	$	0.25
Redeemable Preferred Units	C	21,906,852	21,906,852	$	1.83	$	40,090	$	1.83
		50,965,118	50,965,118

Dividends Declared

The distributions declared by the Board of Directors and made to the preferred units in 2020, 2019 and 2018 are provided in the below table.


Distributions	Non-Redeemable Preferred Units				Redeemable Preferred Units
	Series A		Series B		Series C
	(in thousands)
For the years ended December 31,
2018	$	3,500	$	6,789	$	9,066
2019	$	4,813	$	9,252	$	11,058
2020	$	18,098	$	34,802	$	40,689

Revenue (Tables)

12 Months Ended

Dec. 31, 2020

Revenue from Contract with Customer [Abstract]

Summary of Contract Assets

Contract assets balances for the periods indicated below were as follows:


	Contract Assets
	Profit Share		TPA Fee		Program Fee		Total
	(in thousands)
Beginning balance as of January 1, 2019	$	37,734	$	438	$	3,088	$	41,260
Increase of contract assets due to new business generation	48,181		3,142		36,667		87,990
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	4,857		—		—		4,857
Receivables transferred from contract assets upon billing the lending institutions	—		—		(34,746)		(34,746)
Payments received from insurance carriers	(33,405)		(3,005)		—		(36,410)
Ending balance as of December 31, 2019	57,367		575		5,009		62,951
Increase of contract assets due to new business generation	62,032		4,505		43,995		110,532
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	(1,640)		—		—		(1,640)
Receivables transferred from contract assets upon billing the lending institutions	—		—		(43,661)		(43,661)
Payments received from insurance carriers	(34,582)		(4,258)		—		(38,840)
Ending balance as of December 31, 2020	$	83,177	$	822	$	5,343	$	89,342

Accounting Standards Update and Change in Accounting Principle

As a result of the modified retrospective method, the following adjustments were made to the consolidated balance sheet as shown in the below selected condensed consolidated balance sheet line items as of January 1, 2019.


	Ending Balance as of December 31, 2018		Adjustments due to ASC 606		Opening Balance as of January 1, 2019
	(in thousands)
Assets
Current assets	$	24,455	$	9,847	$	34,302
Non-current assets	429		22,921		23,349
Liabilities
Current liabilities	13,845		—		13,844
Non-current liabilities	3,313		—		3,313
Equity
Accumulated deficit	$	(139,810)	$	32,768	$	(107,042)

The following table compares net revenue for the periods presented to the pro forma amounts had the previous ASC 605 guidance been in effect for the year ended December 31, 2019:


	Year ended December 31, 2019
	Balances without new revenue standard		Effect of change		As reported
	(in thousands)
Program fee	$	36,667	$	—	$	36,667
Profit share	33,807		19,231		53,038
Claims administration service fee	3,142		—		3,142
Total revenue, net	$	73,616	$	19,231	$	92,847


	Year ended December 31, 2019
	Pro forma as if ASC 605 was in effect		Effect of change		As reported
	(in thousands)
Assets
Unbilled revenue	$	10,793	$	(10,793)	$	—
Current contract assets	—		29,782		29,782
Total current assets	10,793		18,989		29,782
Non-current contract assets	—		33,169		33,169
Total	$	10,793	$	52,158	$	62,951

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Outstanding Award, Activity, Excluding Option


	Granted Units	Vested Units	Non-vested units




Balance as of January 1, 2018	12,814,203	9,891,696	2,922,507
Granted	1,317,768	—	1,317,768
Vested	—	1,814,594	(1,814,594)
Forfeiture	(2,813)	(2,813)	—
Balance as of December 31, 2018	14,129,158	11,703,477	2,425,681
Granted	—	—	—
Vested	—	1,496,521	(1,496,521)
Forfeiture	—	—	—
Balance as of December 31, 2019	14,129,158	13,199,998	929,160
Granted	—	—	—
Vested	—	929,160	(929,160)
Forfeiture	—	—	—
Balance as of June 10, 2020	14,129,158	14,129,158	—
Conversion to common stock upon Business Combination	(14,129,158)	(14,129,158)	—
Balance as of December 31, 2020	—	—	—

Schedule of Share-based Payment Award, Equity Instruments Other Than Options, Valuation Assumptions


	Class B1(b)	Class B2(a)	Class B2(b)	Class B2(c)	Class B2(d)
Grant Date	January 31, 2016	December 1, 2016	November 22, 2017	March 15, 2018	August 6, 2018
Equity Valuation Date	January 31, 2016	January 31, 2016	December 31, 2017	December 31, 2017	August 6, 2018
Volatility	45%	45%	40%	40%	40%
Term	4.92	4.92	3.00	3.00	2.40
Risk Free Rate	1.3%	1.3%	2.0%	2.0%	2.7%
Exit Date	December 31, 2020	December 31, 2020	December 31, 2020	December 31, 2020	December 31, 2020
DLOM – Common	13%	13%	18%	18%	14%
Grant Date Fair Value	$0.75	$0.57	$2.85	$2.85	$4.00

Share-based Payment Arrangement, Expensed and Capitalized, Amount


	Year Ended December 31,
	2020		2019		2018
	(in thousands)
Cost of services	$	123	$	100	$	108
General and administrative	2,425		1,798		2,275
Selling and marketing	81		62		153
Research and development	46		24		36
Total	$	2,675	$	1,984	$	2,572

The unrecognized share-based compensation expense at December 31, 2020 was as follows:


	Unrecognized Expense		Weighted Average Amortization Period
	(in thousands)
Restricted stock	$	2,952	3.58
Stock options	3,094		4.00
Total unrecognized share-based compensation expense	$	6,046	3.85

Share-based Payment Arrangement, Activity

The following table provides information related to the incentive stock options and restricted stock awards granted during the year ended December 31, 2020:


	Restricted Stock Units			Stock Options
	Number of Awards	Weighted Average Fair Value at Grant Date		Number of Awards	Weighted Average Exercise Price
Outstanding as of December 31, 2019	—	$	—	—	$	—
Granted	109,920	28.20		199,764	33.56
Vested/Exercised	—	—		—	—
Forfeited	—	—		—	—
Outstanding as of December 31, 2020	109,920	$	28.20	199,764	$	33.56

Share-based Payment Arrangement, Option, Activity

The aggregate intrinsic value of outstanding stock options at December 31, 2020 was as follows:


	Intrinsic Value of Stock Options
	(in thousands)
Vested and exercisable	$	—
Unvested	280
Total outstanding	$	280

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The Company estimated the fair value of each stock option on the date of grant using a Black–Scholes option-pricing model, applying the following assumptions:


Grant date						12/30/2020
Strike price						$33.56
Expected life (a)						6.25
Weighted average time to vest (b)						2.50
Expected dividend yield (c)						—
Expected volatility rate (d)						50.00%
Risk-free interest rate (e)						0.55%
Weighted average option grant date fair value						$15.51

(b).The weighted average time to vest was calculated using the "Simplified Method" by applying 25% to each vesting years.

(d).The expected volatility rate was based on the average of implied and observed historical volatility of comparable companies.

(e).The risk-free interest rate was interpolated from the five-year and seven-year Constant Maturity Treasury rate published by the United States Treasury as of the date of the grant.

Net Income (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2020

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 years ended December 31, 2020, 2019 and 2018:


	Year Ended December 31,
	2020		2019		2018
	(int thousands, except shares and per share data)
Basic net income (loss) per share:
Numerator
Net income (loss)	$	(97,564)	$	62,544	$	28,279
Preferred distribution to redeemable convertible preferred units	(40,689)		(11,058)		(9,066)
Non-cash adjustments to redemption amount of the redeemable convertible preferred unis	47,537		(163,425)		(63,311)
Net loss attributable to common stockholders	$	(90,716)	$	(111,939)	$	(44,098)
Denominator
Basic weighted-average common shares	82,908,772		37,631,052		37,631,052
Basic net loss per share attributable to common stockholders	$	(1.09)	$	(2.97)	$	(1.17)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following weighted average shares of the potentially dilutive outstanding securities for the years ended December 31, 2020, 2019 and 2018 were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented.


	Year Ended December 31,
	2020	2019	2018
Redeemable public warrants	836,474	—	—
Contingency consideration	3,018,699	—	—
Retroactively restated redeemable convertible Series C preferred units	6,281,025	14,278,603	14,278,603
Total	10,136,198	14,278,603	14,278,603

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Summary of Carrying Amounts and Estimated Fair Values of the Company's Financial Instruments

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:


	At December 31,
	2020				2019
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Financial assets
Cash and cash equivalents	$	101,513	101,513		$	7,676	$	7,676
Restricted cash	2,635		2,635		2,222		2,222
Accounts receivable	4,352		4,352		3,767		3,767
Interest Rate Swaps (Other assets)	—		—		9		9
Total	$	108,500	$	108,500	$	13,674	$	13,674
Financial liabilities
Notes payable	157,747		157,747		3,313		3,313
Accounts payable	3,442		3,442		1,337		1,337
Accrued expenses	3,033		3,033		2,006		2,006
Income tax payable	1,640		1,640		$	—
Total	$	165,862	$	165,862	$	6,656	$	6,656

Summary of Fair Value Assets and Liabilities Measured on Recurring Basis


	December 31, 2020		Fair value measurements at reporting date using
			Level 1		Level 2		Level 3
	(in thousands)
Liabilities:
Notes payable at fair value, net of debt issuance cost	157,747		—		157,747		—
Total	$	157,747	$	—	$	157,747	$	—


	December 31, 2019		Fair value measurements at reporting date using
			Level 1		Level 2		Level 3
	(in thousands)
Assets:
Interest rate swaps at fair value	$	9	$	—	$	9	$	—
Total	9		—		9		—
Liabilities:
Notes payable at fair value, net of debt issuance cost	3,313		—		3,313		—
Total	$	3,313	$	—	$	3,313	$	—

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Contractual Obligation, Fiscal Year Maturity

The following tables summarizes contractual obligations and commitments as of December 31, 2020:


	Payments due by Period
	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years
	(in thousands)
Debt principal, interest and fees	$	236,970	$	17,438	$	36,647	$	38,584	$	144,301
Operating lease obligations	7,475		774		1,763		1,865		3,073
Other contractual commitments	574		445		129		—		—
Total contractual obligations	$	245,019	$	18,657	$	38,539	$	40,449	$	147,374

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The Company's income tax expense (benefit) attributable to operations are as follows:


	Year Ended December 31,
	2020		2019		2018
	(in thousands)
Current tax expense:
Federal	$	1,234	$	—	$	—
State	605		(30)		37
Deferred tax expense (benefit):
Federal	7,463		—		—
State	(2,729)		—		—
Income tax expense	$	6,573	$	(30)	$	37

Schedule of Effective Income Tax Rate Reconciliation

The components of the Company's income tax expense are as follows:


	Year Ended December 31,
	2020				2019				2018
	(in thousands)		(rate reconciliation)		(in thousands)		(rate reconciliation)		(in thousands)		(rate reconciliation)
Income tax benefit computed at the statutory rate	$	(19,102)	21.0	%	$	13,128	21.0	%	$	5,946	21.0	%
State income taxes	(1,706)		1.9	%	(30)		(0.1)	%	37		0.1	%
Income not subject to federal taxes	—		—	%	(13,128)		(21.0)	%	(5,946)		(21.0)	%

Contingent consideration	27,706		(30.5)	%	—		—	%	—		—	%
Other	(325)		0.4	%	—		—	%	—		—	%


Income tax expense	$	6,573	(7.2)	%	$	(30)	(0.1)	%	$	37	0.1	%

Schedule of Deferred Tax Assets and Liabilities

The components of the Company's deferred tax assets and liabilities are as follows:


	Year Ended December 31,
	2020		2019
	(in thousands)
Deferred tax assets
Investment in Lender's Protection, LLC	$	85,219	$	—
Operating lease liability	1,394		—
Share-based compensation	37		—
Other	21		—




Deferred tax assets	$	86,671	$	—
Deferred tax liabilities
Operating lease asset	$	(1,453)	$	—




Deferred tax liabilities	$	(1,453)	$	—
Net deferred tax assets	$	85,218	$	—

Quarterly Results of Operations (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2020

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information

Consolidated quarterly results of operations for fiscal year 2020 and 2019 were as follows:


	Quarter Ended
	March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020
	(in thousands, except per share data)
2020
Total revenue	17,430		22,067		29,762		39,633
Gross profit	14,935		20,240		27,266		36,665
Operating income	8,931		3,946		19,554		24,286
Change in fair value of contingent consideration	—		(48,802)		(83,130)		—
Net income (loss) and comprehensive income (loss)	8,172		(49,805)		(71,133)		15,202

Basic net income (loss) per common share	$	0.29	$	(1.01)	$	(0.62)	$	0.12
Diluted net income (loss) per common share	$	0.16	$	(1.01)	$	(0.62)	$	0.12


	Quarter Ended
	March 31, 2019		June 30, 2019		September 30, 2019		December 31, 2019
	(in thousands, except per share data)
2019
Total revenue	$	19,484	$	25,183	$	22,104	$	26,076
Gross profit	$	17,957	$	23,116	$	20,181	$	23,787
Operating income	$	12,863	$	17,580	$	14,817	$	17,355
Net income (loss) and comprehensive income (loss)	$	12,904	$	17,484	$	14,716	$	17,440

Basic net income (loss) per common share	$	(0.34)	$	(0.19)	$	(1.25)	$	(1.19)
Diluted net income (loss) per common share	$	(0.34)	$	(0.19)	$	(1.25)	$	(1.19)

Description of Business (Details)	12 Months Ended
Description of Business (Details)	Dec. 31, 2020 segment
Accounting Policies [Abstract]
Number of operating segments	1

Summary of Significant Accounting and Reporting Policies - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Jun. 11, 2020	Dec. 31, 2018	Dec. 31, 2017
Concentration Risk [Line Items]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Emerging growth company, threshold on annual gross revenue	$ 1,070,000,000.00
Emerging growth company, threshold on convertible debt issued	1,000,000,000
Restricted cash	2,635,000	$ 2,222,000		$ 2,064,000
Accounts receivable, allowance for credit loss	0	0
Stockholders' equity attributable to parent	$ 26,622,000	(234,779,000)		(133,792,000)	$ (74,869,000)
Program fees
Concentration Risk [Line Items]
Revenue from contract with customer, installment basis	12 months
Claims administration service fees
Concentration Risk [Line Items]
Revenue from contract with customer, monthly service fee, percentage	3.00%
Minimum
Concentration Risk [Line Items]
Property, plant and equipment, useful life	3 years
Maximum
Concentration Risk [Line Items]
Property, plant and equipment, useful life	8 years
Accumulated Deficit
Concentration Risk [Line Items]
Stockholders' equity attributable to parent	$ (428,406,000)	$ (242,781,000)		(139,810,000)	(78,358,000)
Cumulative Effect, Period of Adoption, Adjustment
Concentration Risk [Line Items]
Stockholders' equity attributable to parent				32,768,000	$ 0
Cumulative Effect, Period of Adoption, Adjustment \| Accumulated Deficit
Concentration Risk [Line Items]
Stockholders' equity attributable to parent				32,768,000
Cumulative Effect, Period of Adoption, Adjustment \| Accumulated Deficit \| Accounting Standards Update 2014-09
Concentration Risk [Line Items]
Stockholders' equity attributable to parent				$ 32,800,000
Ten Customers \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| Program fees
Concentration Risk [Line Items]
Concentration risk, percentage	38.00%
One Customer \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| Program fees
Concentration Risk [Line Items]
Concentration risk, percentage	13.00%
One Customer \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	19.00%	22.00%
Two Insurance Partners \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	55.00%
Top Insurance Partner \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	70.00%

Business Combination - Additional Information (Detail) - Nebula Holdings LLC $ / shares in Units, $ in Millions	Jun. 10, 2020 USD ($) $ / shares shares
Business Acquisition [Line Items]
Aggregate consideration	$ 1,000.0
Cash payments to acquire businesses	328.8
Business combination, consideration transferred, liabilities incurred	$ 135.0
Business combination, number of shares issued (in shares) \| shares	51,909,655
Business combination, share price (in dollars per share) \| $ / shares	$ 10.00
Business combination, equity issued	$ 519.1
Direct and Incremental Costs
Business Acquisition [Line Items]
Business combination, acquisition related costs	55.5
Share Based Compensation Expense
Business Acquisition [Line Items]
Business combination, acquisition related costs	2.2
Bonus
Business Acquisition [Line Items]
Business combination, acquisition related costs	$ 9.1
Earnout Consideration
Business Acquisition [Line Items]
Business combination, number of shares issued (in shares) \| shares	22,500,000

Leases - Narrative (Details)	Dec. 31, 2020	Oct. 01, 2020	Sep. 01, 2020
Leases [Abstract]
Lessee, operating lease, remaining lease term	100 months	100 months	101 months
Lessee, operating lease, renewal term	60 months
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	us-gaap:OtherLiabilitiesCurrent

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Leases [Abstract]
Operating lease expense	$ 640	$ 380
Operating lease expense			$ 380
Variable lease payment	289	250
Variable lease payment			229
Total lease expense	$ 929	$ 630	600
Total lease expense			$ 609

- Definition

The increases or decreases in lease payments that result from changes occurring after the inception of the lease in the factors (other than the passage of time) on which lease payments are based, except that any escalation of minimum lease payments relating to increases in construction or acquisition cost of the leased property or for increases in some measure of cost or value during the construction or preconstruction period, are excluded from contingent rentals. Contingent rentals also may include amounts for which the triggering events have not yet occurred or the specified targets for which have not yet been achieved (such as sales based percentage rent), but which events are considered probable of occurring or which specified targets are considered probable of being achieved.

+ References + Details

Leases - Other Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Cash paid for operating leases included in operating cash flows	$ 828
Operating lease ROU assets obtained in exchange for new lease liabilities	5,362	$ 0
Total	$ 6,190
Weighted-average remaining lease term – operating lease (in years)	8 years 29 days
Weighted-average discount rate – operating lease	7.72%

Leases - Balance Sheet Classification of ROU Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating lease right-of-use asset	$ 5,911
Accumulated amortization	(178)
Operating lease right-of-use assets, net	5,733	$ 0
Lease liability, current	364	0
Lease liability, non-current	5,138	$ 0
Present value of lease liabilities	$ 5,502

Leases - Maturity of Lease Liabilities (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Leases [Abstract]
2021	$ 774
2022	869
2023	894
2024	920
2025	945
Thereafter	3,073
Total undiscounted liabilities	7,475
Less: Interest	1,973
Present value of lease liabilities	$ 5,502

Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 1,353	$ 638
Less: accumulated depreciation	(152)	(339)
Total property and equipment, net	1,201	299
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	276	247
Furniture and equipment
Property, Plant and Equipment [Line Items]
Total cost of property and equipment	$ 1,077	$ 391

Property, Plant, and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Depreciation	$ 0.3	$ 0.1	$ 0.1

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Accrued employee expenses	$ 2,796	$ 1,757
Other	237	249
Total accrued expenses	$ 3,033	$ 2,006

Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Other Liabilities Disclosure [Abstract]
Third-party claims administration liability	$ 2,591	$ 2,182
Tax refund due to pre-merger unitholder	862	0
Current operating lease liability	364	0
Other	188	184
Other current liabilities	$ 4,005	$ 2,366

Notes Payable - Additional Information (Detail) - USD ($)		12 Months Ended
	Dec. 07, 2020	Dec. 31, 2020
Notes Payable, Other Payables \| Promissory Note
Debt Instrument [Line Items]
Principal amount		$ 12,500,000
Medium-term Notes
Debt Instrument [Line Items]
Principal amount		$ 170,000,000.0
Debt instrument, LIBOR floor rate		1.00%
Debt instrument, effective interest rate		7.50%
Debt instrument, covenant, net leverage ratio, maximum		4.75
Debt instrument, covenant, decrease net leverage ratio, minimum		2.5
Debt instrument, accordion feature	$ 37,500,000
Debt instrument, interest rate during period		8.90%
Medium-term Notes \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		6.50%
Medium-term Notes \| Base Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		5.50%

Notes Payable - Summary of Outstanding Notes Payable (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Note payable	$ 0	$ 3,334
Term loan	166,813	0
Less: debt issuance costs	(9,066)	(21)
Less: current portion of notes payable	(4,888)	(2,484)
Non-current notes payable, net of debt issuance costs	$ 152,859	$ 829

Notes Payable - Future Principal Payments of Debt (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Debt Disclosure [Abstract]
2021	$ 4,888
2022	5,100
2023	7,650
2024	8,500
2025	8,500
Thereafter	132,175
Total	$ 166,813

Contingent Consideration - Additional Information (Detail) $ / shares in Units, $ in Thousands						3 Months Ended				7 Months Ended	9 Months Ended	12 Months Ended
	Aug. 11, 2020 day $ / shares shares	Jul. 15, 2020 day $ / shares shares	Jul. 14, 2020 $ / shares shares	Jul. 10, 2020 day $ / shares shares	Jun. 10, 2020 USD ($) day $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($) $ / shares	Sep. 30, 2020 shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($) $ / shares	Dec. 31, 2018 USD ($)	Jun. 11, 2020 $ / shares
Contingent Consideration [Line Items]
Common stock, shares issued or released (in shares) \| shares											27,187,500
Common stock, par value (in dollars per share) \| $ / shares						$ 0.01				$ 0.01		$ 0.01	$ 0.01		$ 0.01
Business combination, contingent consideration, liability, noncurrent \| $					$ 347,100
Change in fair value of contingent consideration \| $						$ 0	$ 83,130	$ 48,802	$ 0	$ 131,932		$ 131,932	$ 0	$ 0
Reclassification of contingent consideration shares to equity \| $										(479,021)
Common Stock
Contingent Consideration [Line Items]
Reclassification of contingent consideration shares to equity \| $												300
Additional Paid-in Capital
Contingent Consideration [Line Items]
Contingent consideration classified as equity, fair value disclosure \| $						$ 478,700				$ 478,700		$ 478,700
Nebula Holdings LLC
Contingent Consideration [Line Items]
Number of shares issued in transaction (in shares) \| shares				7,500,000
Business combination, number of shares issued (in shares) \| shares					51,909,655
Nebula Holdings LLC \| Contingency Consideration
Contingent Consideration [Line Items]
Number of shares issued in transaction (in shares) \| shares		7,500,000			7,500,000
Business combination, number of shares issued (in shares) \| shares					22,500,000
Business combination, contingent consideration, milestone period					42 months
Nebula Holdings LLC \| Earnout Consideration
Contingent Consideration [Line Items]
Number of shares issued in transaction (in shares) \| shares	7,500,000	625,000		625,000	625,000
Business combination, number of shares issued (in shares) \| shares					22,500,000
Business combination, contingent consideration, milestone period					30 months
Contingency consideration shares (in shares) \| shares					1,250,000
Nebula Holdings LLC \| Stock Triggering Price 1 \| Contingency Consideration
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares				$ 12.00	$ 12.00
Business combination, consecutive threshold trading days				20	20
Business combination, threshold trading days				30	30
Business combination, period after the closing date					24 months
Nebula Holdings LLC \| Stock Triggering Price 1 \| Earnout Consideration
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares					$ 12.00
Business combination, consecutive threshold trading days					20
Business combination, threshold trading days					30
Business combination, period after the closing date					24 months
Nebula Holdings LLC \| Stock Triggering Price 2 \| Contingency Consideration
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares		$ 14.00			$ 14.00
Business combination, consecutive threshold trading days		20			20
Business combination, threshold trading days		30			30
Business combination, period after the closing date					30 months
Nebula Holdings LLC \| Stock Triggering Price 2 \| Earnout Consideration
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares					$ 14.00
Business combination, consecutive threshold trading days					20
Business combination, threshold trading days					30
Business combination, period after the closing date					30 months
Nebula Holdings LLC \| Stock Triggering Price 3 \| Contingency Consideration
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares					$ 16.00
Business combination, consecutive threshold trading days					20
Business combination, threshold trading days					30
Business combination, period after the closing date					42 months
Nebula Holdings LLC \| Stock Triggering Price 3 \| Earnout Consideration
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares	$ 16.00
Business combination, consecutive threshold trading days	20
Business combination, threshold trading days	30
Lock Up Shares
Contingent Consideration [Line Items]
Number of shares issued in transaction (in shares) \| shares			3,437,500
Lock Up Shares \| Stock Triggering Price 1
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares			$ 12.00
Lock Up Shares \| Stock Triggering Price 2
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares			$ 14.00
Lock Up Shares \| Nebula Holdings LLC
Contingent Consideration [Line Items]
Number of shares issued in transaction (in shares) \| shares					3,437,500
Business combination, consecutive threshold trading days					20
Business combination, threshold trading days					30
Business combination, period after the closing date					7 years
Lock Up Shares \| Nebula Holdings LLC \| Stock Triggering Price 1
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares					$ 12.00
Lock Up Shares \| Nebula Holdings LLC \| Stock Triggering Price 2
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares					$ 14.00

Contingent Consideration - Reconciliation of the Activity Driving Contingent Consideration Balance Changes (Details) - USD ($) $ in Thousands	3 Months Ended				7 Months Ended	12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Business Combination, Contingent Consideration [Roll Forward]
Beginning balance					$ 347,089
Change in fair value	$ 0	$ 83,130	$ 48,802	$ 0	131,932	$ 131,932	$ 0	$ 0
Reclassification of shares to equity					(479,021)
Ending balance	$ 0				$ 0	$ 0

Stockholders' Equity (Deficit) - Additional Information (Detail) $ / shares in Units, $ in Thousands								1 Months Ended	3 Months Ended	12 Months Ended
	Dec. 14, 2020 $ / shares shares	Dec. 07, 2020 USD ($) shares	Aug. 11, 2020 shares	Jul. 15, 2020 shares	Jul. 10, 2020 shares	Jul. 01, 2020 $ / shares shares	Jun. 10, 2020 $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) segment d $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) shares	Jun. 11, 2020 $ / shares shares	Dec. 31, 2017 shares
Class of Stock [Line Items]
Common stock, par value (in dollars per share) \| $ / shares								$ 0.01	$ 0.01	$ 0.01	$ 0.01		$ 0.01
Common stock, shares authorized (in shares)								550,000,000	550,000,000	550,000,000			550,000,000
Preferred stock, shares authorized (in shares)								10,000,000	10,000,000	10,000,000	10,000,000		10,000,000
Common stock, shares outstanding (in shares)							91,849,909	126,803,096	126,803,096	126,803,096	37,631,052		91,849,909
Preferred stock, par value (in dollars per share) \| $ / shares								$ 0.01	$ 0.01	$ 0.01	$ 0.01		$ 0.01
Class of warrant or right, outstanding (in shares)													9,166,659
Shares repurchased (in shares)		1,395,089
Stock repurchased during period \| $		$ 37,500								$ 37,500
Treasury stock, shares, acquired (in shares)								1,395,089
Preferred stock, convertible, unit conversion threshold, percentage										80.00%
Class of warrant or right, exercised (in shares)								9,160,776	9,160,776	9,160,776
Proceeds from stock warrant exercises \| $										$ 105,349	$ 0	$ 0
Secondary Public Offering
Class of Stock [Line Items]
Number of shares issued in transaction (in shares)	9,500,000
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 28.00
Over-Allotment Option
Class of Stock [Line Items]
Number of shares issued in transaction (in shares)	1,425,000
Sale of stock, option to purchase additional shares, period	30 days
Other institutional investors
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)							11,500,000
Nebula Holdings LLC
Class of Stock [Line Items]
Business combination, number of shares issued (in shares)							51,909,655
Number of shares issued in transaction (in shares)					7,500,000
Nebula Holdings LLC \| Earnout Consideration
Class of Stock [Line Items]
Business combination, number of shares issued (in shares)							22,500,000
Number of shares issued in transaction (in shares)			7,500,000	625,000	625,000		625,000
Nebula Holdings LLC \| Earnout Consideration \| Maximum
Class of Stock [Line Items]
Business combination, number of shares issued (in shares)						23,750,000
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
Shares repurchased (in shares)										1,395,089
Stock warrant exercise (in shares)										9,160,776
Share price (in dollars per share) \| $ / shares								$ 18.00	$ 18.00	$ 18.00
Common Stock \| Lock-Up Shares Contingent Consideration
Class of Stock [Line Items]
Stock issued during period, acquisitions (in shares)							3,437,500			3,437,500
Common Stock \| Nebula Holdings LLC
Class of Stock [Line Items]
Number of shares registered for issuance (in shares)						52,916,659
Public Warrants
Class of Stock [Line Items]
Class of warrant or right, outstanding (in shares)								9,166,659	9,166,659	9,166,659
Class of warrant or right exercise price (in dollars per share) \| $ / shares						$ 11.50		$ 11.50	$ 11.50	$ 11.50
Stock warrant exercise (in shares)									32,910,776
Class of warrant or right threshold trading days for exercise										30 days
Class of warrant or right, redemption price (in dollars per share) \| $ / shares								$ 0.01	$ 0.01	$ 0.01
Class of warrant or right, minimum notice period for redemption										30 days
Class of warrant or right, redemption, threshold trading days \| segment										30
Public Warrants \| Minimum
Class of Stock [Line Items]
Class of warrant or right, redemption, threshold consecutive trading days \| d										20
PIPE Shares
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)							20,000,000
PIPE Shares \| Nebula
Class of Stock [Line Items]
Shares issued, price per share (in dollars per share) \| $ / shares							$ 10.00
Commitment to issue shares (in shares)							20,000,000
PIPE Shares \| Nebula \| Nebula Holdings LLC
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)							8,500,000
Series A and B Preferred Units \| Open Lending, LLC
Class of Stock [Line Items]
Preferred stock, shares outstanding (in shares)											29,058,266
Series C Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares outstanding (in shares)								0	0	0	14,278,603	14,278,603		21,906,852
Temporary equity, dividend rate, percentage										2.50%
Temporary equity, preferred return distributions \| $								$ 100,000	$ 100,000	$ 100,000
Proceeds from issuance initial public offering threshold \| $										$ 75,000
Preferred stock, convertible, conversion price threshold (in dollars per share) \| $ / shares										$ 4.56
Preferred stock, liquidation preference per share (in dollars per share) \| $ / shares											$ 1.8259
Series C Redeemable Convertible Preferred Stock \| Open Lending, LLC
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares outstanding (in shares)											21,906,852
Temporary equity, aggregate amount of redemption requirement \| $											$ 304,900	$ 141,500
Series B Non-Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Preferred stock, liquidation preference per share (in dollars per share) \| $ / shares											$ 0.50
Series A Non-Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Preferred stock, liquidation preference per share (in dollars per share) \| $ / shares											$ 0.50

Stockholders' Equity (Deficit) - Preferred Units Outstanding (Details) $ / shares in Units, $ in Thousands	Dec. 31, 2019 USD ($) $ / shares shares
Preferred Units [Line Items]
Preferred units, authorized (in units)	50,965,118,000
Preferred units, issued and outstanding (in units)	50,965,118,000
Series A Non-Redeemable Convertible Preferred Stock
Preferred Units [Line Items]
Preferred units, authorized (in units)	9,941,227,000
Preferred units, issued and outstanding (in units)	9,941,227,000
Preferred stock, liquidation preference per share (in dollars per share) \| $ / shares	$ 0.50
Preferred stock, aggregate liquidation preference \| $	$ 4,971
Preferred stock, redemption price per share (in dollars per share) \| $ / shares	$ 0.25
Series B Non-Redeemable Convertible Preferred Stock
Preferred Units [Line Items]
Preferred units, authorized (in units)	19,117,039,000
Preferred units, issued and outstanding (in units)	19,117,039,000
Preferred stock, liquidation preference per share (in dollars per share) \| $ / shares	$ 0.50
Preferred stock, aggregate liquidation preference \| $	$ 9,559
Preferred stock, redemption price per share (in dollars per share) \| $ / shares	$ 0.25
Series C Redeemable Convertible Preferred Stock
Preferred Units [Line Items]
Preferred units, authorized (in units)	21,906,852,000
Preferred units, issued and outstanding (in units)	21,906,852,000
Preferred stock, liquidation preference per share (in dollars per share) \| $ / shares	$ 1.8259
Preferred stock, aggregate liquidation preference \| $	$ 40,090
Preferred stock, redemption price per share (in dollars per share) \| $ / shares	$ 1.83

Stockholders' Equity (Deficit) - Distributions Declared (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Series A Non-Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Non-Redeemable Preferred Units	$ 18,098	$ 4,813	$ 3,500
Series B Non-Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Non-Redeemable Preferred Units	34,802	9,252	6,789
Series C Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Redeemable Preferred Units	$ 40,689	$ 11,058	$ 9,066

Revenue - Summary Of Contract Assets (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Contract With Customer, Asset [Roll Forward]
Beginning balance	$ 62,951	$ 41,260
Increase of contract assets due to new business generation	110,532	87,990
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	(1,640)	4,857
Receivables transferred from contract assets upon billing the lending institutions	(43,661)	(34,746)
Payments received from insurance carriers	(38,840)	(36,410)
Ending balance	89,342	62,951
Profit Share
Contract With Customer, Asset [Roll Forward]
Beginning balance	57,367	37,734
Increase of contract assets due to new business generation	62,032	48,181
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	(1,640)	4,857
Receivables transferred from contract assets upon billing the lending institutions	0	0
Payments received from insurance carriers	(34,582)	(33,405)
Ending balance	83,177	57,367
TPA Fee
Contract With Customer, Asset [Roll Forward]
Beginning balance	575	438
Increase of contract assets due to new business generation	4,505	3,142
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	0	0
Receivables transferred from contract assets upon billing the lending institutions	0	0
Payments received from insurance carriers	(4,258)	(3,005)
Ending balance	822	575
Program Fee
Contract With Customer, Asset [Roll Forward]
Beginning balance	5,009	3,088
Increase of contract assets due to new business generation	43,995	36,667
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	0	0
Receivables transferred from contract assets upon billing the lending institutions	(43,661)	(34,746)
Payments received from insurance carriers	0	0
Ending balance	$ 5,343	$ 5,009

Revenue - Additional Information (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Contract With Customer Asset And Liability [Line Items]
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods			$ (1,640)	$ 4,857
Increase (decrease) in contract with customer, asset			26,391	21,714	$ 0
Current contract assets	$ 50,386		50,386	29,782
Non-current contract assets	38,956		38,956	$ 33,169
COVID-19
Contract With Customer Asset And Liability [Line Items]
Increase (decrease) in contract with customer, asset	$ 11,300	$ (13,000)	$ (1,600)

Revenue - ASC 606 Adoption Transition Adjustment (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Assets
Current assets	$ 162,777	$ 45,212	$ 34,302
Non-current assets			23,349
Liabilities
Current liabilities	17,008	8,193	13,844
Non-current liabilities			3,313
Equity
Accumulated deficit	$ (428,406)	(242,781)	(107,042)
Calculated under Revenue Guidance in Effect before Topic 606
Assets
Current assets			24,455
Non-current assets			429
Liabilities
Current liabilities			13,845
Non-current liabilities			3,313
Equity
Accumulated deficit			(139,810)
Difference between Revenue Guidance in Effect before and after Topic 606 \| Accounting Standards Update 2014-09
Assets
Current assets		$ 18,989	9,847
Non-current assets			22,921
Liabilities
Current liabilities			0
Non-current liabilities			0
Equity
Accumulated deficit			$ 32,768

Revenue - Impact of ASC 606 on Net Revenue and Balance Sheet (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total revenue	$ 39,633	$ 29,762	$ 22,067	$ 17,430	$ 26,076	$ 22,104	$ 25,183	$ 19,484	$ 108,892	$ 92,847	$ 52,192
Assets
Current contract assets	50,386				29,782				50,386	29,782
Total current assets	162,777				45,212				162,777	45,212	34,302
Non-current contract assets	38,956				33,169				38,956	33,169
Total assets	294,009				79,186				294,009	79,186
Total	89,342				62,951				89,342	62,951	41,260
Calculated under Revenue Guidance in Effect before Topic 606
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total revenue										73,616
Assets
Unbilled revenue					10,793					10,793
Total current assets											24,455
Difference between Revenue Guidance in Effect before and after Topic 606 \| Accounting Standards Update 2014-09
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total revenue										19,231
Assets
Unbilled revenue					(10,793)					(10,793)
Current contract assets					29,782					29,782
Total current assets					18,989					18,989	9,847
Non-current contract assets					33,169					33,169
Total assets					52,158					52,158
As reported
Assets
Current contract assets					29,782					29,782
Non-current contract assets					33,169					33,169
Total					62,951					62,951
Program fees
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total revenue									43,995	36,667	25,044
Assets
Total	5,343				5,009				5,343	5,009	3,088
Program fees \| Calculated under Revenue Guidance in Effect before Topic 606
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total revenue										36,667
Program fees \| Difference between Revenue Guidance in Effect before and after Topic 606 \| Accounting Standards Update 2014-09
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total revenue										0
Profit share
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total revenue									60,392	53,038	24,835
Assets
Total	$ 83,177				$ 57,367				83,177	57,367	37,734
Profit share \| Calculated under Revenue Guidance in Effect before Topic 606
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total revenue										33,807
Profit share \| Difference between Revenue Guidance in Effect before and after Topic 606 \| Accounting Standards Update 2014-09
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total revenue										19,231
Claims administration service fees
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total revenue									$ 4,505	3,142	$ 2,313
Claims administration service fees \| Calculated under Revenue Guidance in Effect before Topic 606
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total revenue										3,142
Claims administration service fees \| Difference between Revenue Guidance in Effect before and after Topic 606 \| Accounting Standards Update 2014-09
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Total revenue										$ 0

Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands	5 Months Ended	12 Months Ended
	Jun. 10, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation		$ 2,828	$ 1,984	$ 2,529
Nebula Holdings LLC
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, accelerated cost		$ 2,200
Class B Unit Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)		14,241,344
Accelerated vesting (in shares)		571,983
Share-based compensation		$ 2,200
Vested (in shares)	929,160	929,160	1,496,521	1,814,594
Forfeited (in shares)		0	0	2,813
Fair value of the non-option award units that vested		$ 2,700	$ 2,000	$ 2,500
Share-based compensation expense		$ 2,675	$ 1,984	$ 2,572
Class B Unit Incentive Plan \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage		25.00%
Class B Unit Incentive Plan \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage		25.00%
Class B Unit Incentive Plan \| Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage		25.00%
Class B Unit Incentive Plan \| Share-based Payment Arrangement, Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage		25.00%
Class B Unit Incentive Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		3 years
Class B Unit Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		3 years 3 months
Class B Unit Incentive Plan \| Share-based Payment Arrangement, Nonemployee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)		995,039
2020 Stock Option and Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		4 years
Common stock, capital shares reserved for future issuance (in shares)		9,693,750
Percent on number of shares outstanding		10.00%
Percent of incremental shares on outstanding common stock		4.00%
Expiration period (in years)		10 years
Share-based compensation expense		$ 200
2020 Stock Option and Incentive Plan \| Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		4 years
Vested (in shares)		0
Forfeited (in shares)		0

Share-Based Compensation - Summary of Class B Units Awards Activity (Details) - shares	5 Months Ended	7 Months Ended	12 Months Ended
	Jun. 10, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Granted Units
Beginning balance (in shares)	14,129,158	14,129,158	14,129,158	14,129,158	12,814,203
Granted (in shares)					1,317,768
Forfeiture (in shares)					(2,813)
Conversion to common stock upon Business Combination (in shares)		(14,129,158)
Ending balance (in shares)	14,129,158	0	0	14,129,158	14,129,158
Vested Units
Beginning balance (in shares)	13,199,998	14,129,158	13,199,998	11,703,477	9,891,696
Forfeiture (in shares)					(2,813)
Conversion to common stock upon Business Combination (in shares)		(14,129,158)
Ending balance (in shares)	14,129,158	0	0	13,199,998	11,703,477
Non-vested units
Beginning balance (in shares)	929,160	0	929,160	2,425,681	2,922,507
Granted (in shares)					1,317,768
Ending balance (in shares)	0	0	0	929,160	2,425,681
Class B Unit Incentive Plan
Vested Units
Vested (in shares)	929,160		929,160	1,496,521	1,814,594
Non-vested units
Vested (in shares)	929,160		929,160	1,496,521	1,814,594

Share-Based Compensation - Fair Value Assumptions (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%
Weighted average vesting term, simplified method, percentage	25.00%
2020 Stock Option and Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	50.00%
Term	6 years 3 months
Risk Free Rate	0.55%
Strike price (in dollars per share)	$ 33.56
Weighted average time to vest	2 years 6 months
Expected dividend yield	0.00%
Weighted average option grant date fair value (in dollars per share)	$ 15.51
2020 Stock Option and Incentive Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Constant maturity treasury rate, expected term	5 years
2020 Stock Option and Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Constant maturity treasury rate, expected term	7 years
Common Class B1 \| Class B Unit Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	45.00%
Term	4 years 11 months 1 day
Risk Free Rate	1.30%
DLOM – Common	13.00%
Granted (in dollars per share)	$ 0.75
Common Class B2(a) \| Class B Unit Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	45.00%
Term	4 years 11 months 1 day
Risk Free Rate	1.30%
DLOM – Common	13.00%
Granted (in dollars per share)	$ 0.57
Common Class B2(b) \| Class B Unit Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	40.00%
Term	3 years
Risk Free Rate	2.00%
DLOM – Common	18.00%
Granted (in dollars per share)	$ 2.85
Common Class B2(c) \| Class B Unit Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	40.00%
Term	3 years
Risk Free Rate	2.00%
DLOM – Common	18.00%
Granted (in dollars per share)	$ 2.85
Common Class B2(d) \| Class B Unit Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	40.00%
Term	2 years 4 months 24 days
Risk Free Rate	2.70%
DLOM – Common	14.00%
Granted (in dollars per share)	$ 4.00

Share-Based Compensation - Share-based Compensation Expense (Details) - Class B Unit Incentive Plan - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 2,675	$ 1,984	$ 2,572
Cost of services
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	123	100	108
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	2,425	1,798	2,275
Selling and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	81	62	153
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 46	$ 24	$ 36

Share-Based Compensation - Stock Options and Restricted Stock Award Activity (Details) - $ / shares	5 Months Ended	12 Months Ended
	Jun. 10, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Number of Awards
Beginning balance (in shares)	929,160	929,160	2,425,681	2,922,507
Ending balance (in shares)	0	0	929,160	2,425,681
2020 Stock Option and Incentive Plan
Number of Awards
Beginning balance (in shares)	0	0
Granted (in shares)		199,764
Exercised (in shares)		0
Forfeitures (in shares)		0
Ending balance (in shares)		199,764	0
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 0	$ 0
Granted (in dollars per share)		33.56
Exercised (in dollars per share)		0
Forfeited (in dollars per share)		0
Ending balance (in dollars per share)		$ 33.56	$ 0
Restricted Stock Units (RSUs) \| 2020 Stock Option and Incentive Plan
Number of Awards
Beginning balance (in shares)	0	0
Granted (in shares)		109,920
Vested (in shares)		0
Forfeited (in shares)		0
Ending balance (in shares)		109,920	0
Weighted Average Fair Value at Grant Date
Beginning balance (in dollars per share)	$ 0	$ 0
Granted (in dollars per share)		28.20
Vested (in dollars per share)		0
Forfeited (in dollars per share)		0
Ending balance (in dollars per share)		$ 28.20	$ 0

Share-Based Compensation - Aggregate Intrinsic Value of Outstanding Stock Options (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Share-based Payment Arrangement [Abstract]
Vested and exercisable	$ 0
Unvested	280
Total outstanding	$ 280

Share-Based Compensation - Unrecognized Share-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total unrecognized share-based compensation expense		$ 6,046
Weighted Average Amortization Period	3 years 10 months 6 days
Restricted stock
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unrecognized expense, restricted stock		2,952
Weighted Average Amortization Period	3 years 6 months 29 days
Stock options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unrecognized expense, stock options		$ 3,094
Weighted Average Amortization Period	4 years

Net Income (Loss) Per Share - Summary of Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Numerator
Net income (loss)	$ 15,202	$ (71,133)	$ (49,805)	$ 8,172	$ 17,440	$ 14,716	$ 17,484	$ 12,904	$ (97,564)	$ 62,544	$ 28,279
Preferred distribution to redeemable convertible preferred units									(40,689)	(11,058)	(9,066)
Non-cash adjustments to redemption amount of the redeemable convertible preferred unis									47,537	(163,425)	(63,311)
Net loss attributable to common stockholders									$ (90,716)	$ (111,939)	$ (44,098)
Denominator
Basic weighted-average common shares (in shares)									82,908,772	37,631,052	37,631,052
Basic net income (loss) per share attributable to common stockholders (in dollars per share)									$ (1.09)	$ (2.97)	$ (1.17)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

Net Income (Loss) Per Share - Summary of Antidilutive Securities Excluded from Computation Of Earnings Per Share (Detail) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	10,136,198,000	14,278,603,000	14,278,603,000
Redeemable public warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	836,474,000	0	0
Contingency consideration
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	3,018,699,000	0	0
Retroactively restated redeemable convertible 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)	6,281,025,000	14,278,603,000	14,278,603,000

Fair Value of Financial Instruments - Summary of Carrying Amounts and Estimated Fair Values of the Company's Financial Instruments (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Financial assets, Carrying Amount
Cash and cash equivalents	$ 101,513	$ 7,676	$ 11,072
Restricted cash	2,635	2,222
Accounts receivable	4,352	3,767
Interest Rate Swaps (Other assets)	0	9
Total	108,500	13,674
Financial liabilities, Carrying Amount
Notes payable	157,747	3,313
Accounts payable	3,442	1,337
Accrued expenses	3,033	2,006
Income tax payable	1,640	0
Total	165,862	6,656
Financial assets, Fair Value
Cash and cash equivalents	101,513	7,676
Restricted cash	2,635	2,222
Accounts receivable	4,352	3,767
Interest Rate Swaps (Other assets)	0	9
Total	108,500	13,674
Financial liabilities, Fair Value
Notes payable	157,747	3,313
Accounts payable	3,442	1,337
Accrued expenses	3,033	2,006
Income tax payable	1,640
Total	$ 165,862	$ 6,656

Fair Value of Financial Instruments - Summary of Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Assets:
Total	$ 108,500	$ 13,674
Liabilities:
Notes payable at fair value, net of debt issuance cost	157,747	3,313
Total	165,862	6,656
Fair Value, Recurring
Assets:
Interest rate swaps at fair value		9
Total		9
Liabilities:
Notes payable at fair value, net of debt issuance cost	157,747	3,313
Total	157,747	3,313
Fair Value, Recurring \| Level 1
Assets:
Interest rate swaps at fair value		0
Total		0
Liabilities:
Notes payable at fair value, net of debt issuance cost	0	0
Total	0	0
Fair Value, Recurring \| Level 2
Assets:
Interest rate swaps at fair value		9
Total		9
Liabilities:
Notes payable at fair value, net of debt issuance cost	157,747	3,313
Total	157,747	3,313
Fair Value, Recurring \| Level 3
Assets:
Interest rate swaps at fair value		0
Total		0
Liabilities:
Notes payable at fair value, net of debt issuance cost	0	0
Total	$ 0	$ 0

Commitment and Contingencies - Summary of Contractual Obligations and Commitments (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Debt principal, interest and fees
Total	$ 236,970
Less than 1 Year	17,438
1 - 3 Years	36,647
3 - 5 Years	38,584
More than 5 Years	144,301
Operating lease obligations
Total undiscounted liabilities	7,475
Less than 1 Year	774
1 - 3 Years	1,763
3 - 5 Years	1,865
More than 5 Years	3,073
Other contractual commitments
Total	574
Less than 1 Year	445
1 - 3 Years	129
3 - 5 Years	0
More than 5 Years	0
Total contractual obligations
Total	245,019
Less than 1 Year	18,657
1 - 3 Years	38,539
3 - 5 Years	40,449
More than 5 Years	$ 147,374

Commitment and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Oct. 01, 2020	Sep. 01, 2020
Commitments and Contingencies Disclosure [Abstract]
Total lease expense	$ 929	$ 630	$ 600
Lessee, operating lease, remaining lease term	100 months			100 months	101 months
Lessee, operating lease, lease payment grace period	4 months
Lessee, operating lease, renewal term	60 months

Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands		12 Months Ended
	Dec. 07, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Mar. 25, 2020
Related Party Transaction [Line Items]
Shares repurchased (in shares)	1,395,089
Stock repurchased during period	$ 37,500	$ 37,500
Consulting Expenses
Related Party Transaction [Line Items]
Related party transaction, expenses from transactions with related party			$ 700	$ 600
Chief Executive Officer
Related Party Transaction [Line Items]
Related party receivables					$ 6,000

Retirement Plan (Details) - USD ($)	12 Months Ended
Retirement Plan (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Retirement Benefits [Abstract]
Defined contribution plan, minimum employee age requirement for participation	21 years
Defined contribution plan, minimum days of service required for participation	60 days
Defined contribution plan, employer matching contribution, percent of employees' gross pay	3.00%
Defined contribution plan, cost	$ 0	$ 33,600	$ 33,000
Defined contribution plan, employer discretionary contribution amount	$ 377,724	$ 292,204	$ 230,146

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Jun. 10, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Line Items]
Income tax expense (benefit)		$ 6,573	$ (30)	$ 37
Effective income tax rate reconciliation, percent		(7.20%)	(0.10%)	0.10%
Deferred tax assets, net	$ 89,900	$ 85,218	$ 0
Additional Paid-in Capital
Income Tax Disclosure [Line Items]
Income tax effects allocated directly to equity, equity transactions	1,900
Other Noncurrent Liabilities
Income Tax Disclosure [Line Items]
Deferred tax assets, net	$ 88,100

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Income Tax Expense (Benefit) Attributable to Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Current tax expense:
Federal	$ 1,234	$ 0	$ 0
State	605	(30)	37
Deferred tax expense (benefit):
Federal	7,463	0	0
State	(2,729)	0	0
Income tax expense	$ 6,573	$ (30)	$ 37

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Components of the Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income tax benefit computed at the statutory rate	$ (19,102)	$ 13,128	$ 5,946
State income taxes	(1,706)	(30)	37
Income not subject to federal taxes	0	(13,128)	(5,946)
Contingent consideration	27,706	0	0
Other	(325)	0	0
Income tax expense	$ 6,573	$ (30)	$ 37
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Income tax benefit computed at the statutory rate	21.00%	21.00%	21.00%
State income taxes	1.90%	(0.10%)	0.10%
Income not subject to federal taxes	0.00%	(21.00%)	(21.00%)
Contingent consideration	(30.50%)	0.00%	0.00%
Other	0.40%	0.00%	0.00%
Income tax expense	(7.20%)	(0.10%)	0.10%

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Jun. 10, 2020	Dec. 31, 2019
Deferred tax assets
Investment in Lender's Protection, LLC	$ 85,219		$ 0
Operating lease liability	1,394		0
Share-based compensation	37		0
Other	21		0
Deferred tax assets	86,671		0
Deferred tax liabilities
Operating lease asset	(1,453)		0
Deferred tax liabilities	(1,453)		0
Net deferred tax assets	$ 85,218	$ 89,900	$ 0

Tax Receivable Agreement - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Tax Receivable Agreement [Abstract]
Percent of net cash savings payable	85.00%
Percent of cash savings retain the benefit	15.00%
Other noncash income (expense)	$ (4,300)
Other non-current liabilities	92,382	$ 0
Deferred tax assets	$ 104,900

Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								7 Months Ended	12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Quarterly Financial Information Disclosure [Abstract]
Total revenue	$ 39,633	$ 29,762	$ 22,067	$ 17,430	$ 26,076	$ 22,104	$ 25,183	$ 19,484		$ 108,892	$ 92,847	$ 52,192
Gross profit	36,665	27,266	20,240	14,935	23,787	20,181	23,116	17,957		99,106	85,041	47,589
Operating income	24,286	19,554	3,946	8,931	17,355	14,817	17,580	12,863		56,717	62,615	28,474
Change in fair value of contingent consideration	0	(83,130)	(48,802)	0					$ (131,932)	(131,932)	0	0
Net income (loss)	$ 15,202	$ (71,133)	$ (49,805)	$ 8,172	$ 17,440	$ 14,716	$ 17,484	$ 12,904		$ (97,564)	$ 62,544	$ 28,279
Basic net income (loss) per common share (in dollars per share)	$ 0.12	$ (0.62)	$ (1.01)	$ 0.29	$ (1.19)	$ (1.25)	$ (0.19)	$ (0.34)
Diluted net income (loss) per common share (in dollars per share)	$ 0.12	$ (0.62)	$ (1.01)	$ 0.16	$ (1.19)	$ (1.25)	$ (0.19)	$ (0.34)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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