0001628280-21-010361 | 10-Q | XBRL Viewer

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Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2021	May 11, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Transition Report	false
Entity File Number	001-39326
Entity Registrant Name	OPEN LENDING CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-5031428
Entity Address, Address Line One	1501 S. MoPac Expressway
Entity Address, Address Line Two	Suite 450
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78746
City Area Code	512
Local Phone Number	892-0400
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	LPRO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		126,190,351
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001806201
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 127,011	$ 101,513
Restricted cash	2,631	2,635
Accounts receivable	6,803	4,352
Current contract assets	52,736	50,386
Prepaid expenses	932	1,873
Other current assets	980	2,018
Total current assets	191,093	162,777
Property and equipment, net	1,608	1,201
Operating lease right-of-use assets, net	5,600	5,733
Non-current contract assets	44,482	38,956
Deferred tax asset, net	83,888	85,218
Other non-current assets	124	124
Total assets	326,795	294,009
Current liabilities
Accounts payable	2,991	3,442
Accrued expenses	3,994	3,033
Income tax payable	4,791	1,640
Current portion of debt	3,125	4,888
Other current liabilities	4,109	4,005
Total current liabilities	19,010	17,008
Notes Payable, Noncurrent	170,212	152,859
Non-current operating lease liabilities	5,019	5,138
Other non-current liabilities	92,369	92,382
Total liabilities	286,610	267,387
Commitment and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized, none issued and outstanding	0	0
Common stock, $0.01 par value; 550,000,000 shares authorized, 128,198,185 shares issued and 126,803,096 shares outstanding as of March 31, 2021 and December 31, 2020, respectively	1,282	1,282
Additional paid-in capital	491,947	491,246
Accumulated deficit	(415,544)	(428,406)
Treasury stock at cost, 1,395,089 shares at March 31, 2021 and December 31, 2020, respectively	(37,500)	(37,500)
Total stockholders’ equity	40,185	26,622
Total liabilities and stockholders’ equity	$ 326,795	$ 294,009
Common stock, shares authorized (in shares)	550,000,000	550,000,000
Common stock, shares issued (in shares)	128,198,185	128,198,185

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Stockholders’ equity
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	550,000,000	550,000,000
Common stock, shares issued (in shares)	128,198,185	128,198,185
Common stock, shares outstanding (in shares)	126,803,096	126,803,096
Treasury stock (in shares)	1,395,089	1,395,089

Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue
Total revenue	$ 44,008,000	$ 17,430,000
Cost of services	3,362,000	2,495,000
Gross profit	40,646,000	14,935,000
Operating expenses
General and administrative	8,212,000	3,569,000
Selling and marketing	2,397,000	2,078,000
Research and development	591,000	359,000
Operating income	29,446,000	8,929,000
Interest expense	(3,289,000)	(764,000)
Interest income	84,000	17,000
Loss on extinguishment of debt	(8,778,000)	0
Other (expense) income	(131,000)	1,000
Income before income taxes	17,332,000	8,183,000
Provision for income taxes	4,470,000	11,000.0
Net income and comprehensive income	12,862,000	8,172,000
Preferred distribution to redeemable convertible Series C preferred units	0	(40,475,000)
Accretion to redemption value of redeemable convertible Series C preferred units	0	47,537,000
Net income attributable to common stockholders	$ 12,862,000	$ 15,234,000
Net income and comprehensive income per common share
Basic (in dollars per share)	$ 0.10	$ 0.40
Diluted (in dollars per share)	$ 0.10	$ 0.16
Weighted average common shares outstanding
Basic (in shares)	126,803,096	37,631,052
Diluted (in shares)	126,837,832	51,909,655
Program fees
Revenue
Total revenue	$ 14,911,000	$ 12,712,000
Profit share
Revenue
Total revenue	27,730,000	3,774,000
Claims administration service fees
Revenue
Total revenue	$ 1,367,000	$ 944,000

Condensed Consolidated Statements of Changes in Stockholders' (Equity) Deficit - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Cumulative Effect, Period of Adoption, Adjusted Balance	Common Stock	Common Stock Cumulative Effect, Period of Adoption, Adjustment	Common Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Additional Paid-in Capital	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, Adjusted Balance	Treasury Stock	Treasury Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Redeemable Convertible Series C Preferred Units	Redeemable Convertible Series C Preferred Units Cumulative Effect, Period of Adoption, Adjustment	Redeemable Convertible Series C Preferred Units 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, 2019														21,906,852	7,628,249	14,278,603	25,381,873	25,381,873	0
Beginning balance, redeemable convertible at Dec. 31, 2019														$ 304,943		$ 304,943	$ 7,524	$ (7,524)	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Fair value adjustment of redemption option	$ (47,537)													$ (47,537)
Ending balance, redeemable convertible (in units) at Mar. 31, 2020														14,278,603			0
Ending balance, redeemable convertible at Mar. 31, 2020														$ 257,406			$ 0
Beginning balance (in shares) at Dec. 31, 2019				0	37,631,052	37,631,052														29,058,266	29,058,266	0
Beginning balance (in shares) at Dec. 31, 2019												0	0
Beginning balance at Dec. 31, 2019	(234,779)	$ 0	$ (234,779)	$ 0	$ 376	$ 376	$ 0	$ 7,626	$ 7,626	$ (242,781)	$ (242,781)	$ 0	$ 0							$ 478	$ (478)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value adjustment of redemption option	47,537									47,537
Share-based compensation	487						487
Distribution to Open Lending, LLC unitholders	(135,380)									(135,380)
Net income	8,172									8,172
Ending balance (in shares) at Mar. 31, 2020				37,631,052																0
Ending balance (in shares) at Mar. 31, 2020												0
Ending balance at Mar. 31, 2020	(313,963)			$ 376			8,113			(322,452)		$ 0								$ 0
Beginning balance, redeemable convertible (in units) at Dec. 31, 2020														0			0
Beginning balance, redeemable convertible at Dec. 31, 2020														$ 0			$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Fair value adjustment of redemption option	0
Ending balance, redeemable convertible (in units) at Mar. 31, 2021														0			0
Ending balance, redeemable convertible at Mar. 31, 2021														$ 0			$ 0
Beginning balance (in shares) at Dec. 31, 2020				128,198,185																0
Beginning balance (in shares) at Dec. 31, 2020												1,395,089
Beginning balance at Dec. 31, 2020	26,622			$ 1,282			491,246			(428,406)		$ (37,500)								$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	701						701
Net income	12,862									12,862
Ending balance (in shares) at Mar. 31, 2021				128,198,185																0
Ending balance (in shares) at Mar. 31, 2021												1,395,089
Ending balance at Mar. 31, 2021	$ 40,185			$ 1,282			$ 491,947			$ (415,544)		$ (37,500)								$ 0

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities
Net income	$ 12,862	$ 8,172
Adjustments to reconcile net income to net cash provided by operating activities:
Share-based compensation	701	487
Depreciation and amortization	388	27
Amortization of right-of-use assets	134	95
Loss on extinguishment of debt	8,778	0
Deferred income taxes	1,330	0
Changes in assets & liabilities:
Accounts receivable	(2,451)	(1,092)
Contract assets	(7,876)	4,202
Prepaid expenses	941	(178)
Deferred transaction costs	0	(4,599)
Other current and non-current assets	1,038	346
Accounts payable	(611)	539
Accrued expenses	478	(974)
Income tax payable	3,151	0
Operating lease liabilities	(140)	(66)
Other current and non-current liabilities	112	116
Net cash provided by operating activities	18,835	7,075
Cash flows from investing activities
Purchase of property and equipment	(3)	(83)
Net cash used in investing activities	(3)	(83)
Cash flows from financing activities
Proceeds from term loans	125,000	170,000
Proceeds from revolving facility	50,000	0
Payments on term loans	(166,847)	(3,313)
Payment of deferred financing costs	(1,491)	(9,112)
Distributions to Open Lending, LLC unitholders	0	(134,153)
Net cash provided by financing activities	6,662	23,422
Net change in cash and cash equivalents and restricted cash	25,494	30,414
Cash and cash equivalents and restricted cash at the beginning of the period	104,148	9,898
Cash and cash equivalents and restricted cash at the end of the period	129,642	40,312
Supplemental disclosure of cash flow information:
Interest paid	2,722	89
Income tax (refunded) paid, net	(16)	11
Non-cash investing and financing:
Internally developed software costs accrued but not paid	463	0
Deferred financing costs accrued but not paid	178	0
Change in fair value of redeemable convertible series C preferred units	0	(47,537)
Distributions accrued but not paid	$ 0	$ 1,228

Description of Business, Background and Nature of Operations	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Description of Business, Background and Nature of Operations	Description of Business, Background and Nature of Operations Open Lending Corporation, headquartered in Austin, Texas, provides loan analytics, risk-based loan pricing, risk modeling, and automated decision technology for automotive lenders throughout the United States of America, which allows each lending institution to book incremental near-prime and non-prime automotive loans out of their existing business flow. The Company also operates as a third-party administrator that adjudicates insurance claims and refunds on those automotive loans. Nebula Acquisition Corporation (“Nebula”), our predecessor, was originally incorporated in Delaware on October 2, 2017 as a special purpose acquisition company for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On June 10, 2020 (the “Closing Date”), Nebula consummated a business combination (the “Business Combination”) pursuant to that certain Business Combination Agreement, dated as of January 5, 2020 (as amended by that certain Amendment No. 1 and Waiver, dated as of March 18, 2020, that certain Amendment No. 2 and Consent, dated as of March 26, 2020, that certain Amendment No. 3, dated as of May 13, 2020, and that certain amendment No. 4, dated as of June 9, 2020, the “Business Combination Agreement”) by and among Nebula, Open Lending, LLC, a Texas limited liability company, BRP Hold 11, Inc., a Delaware corporation (“Blocker”), the Blocker’s sole stockholder, Nebula Parent Corp., a Delaware Corporation (“ParentCo”), NBLA Merger Sub LLC, a Texas limited liability company, NBLA Merger Sub Corp., a Delaware corporation, and Shareholder Representative Services LLC, a Colorado limited liability company, as the Securityholder Representative. Immediately upon the completion of the Business Combination and the other transactions contemplated by the Business Combination Agreement (the “Transactions”, and such completion, the “Closing”), Open Lending, LLC became a wholly-owned subsidiary of ParentCo, and, ParentCo changed its name to Open Lending Corporation. The Company is now listed on NASDAQ under the symbol “LPRO.” Unless the context otherwise requires, “we,” “us,” “our,” “Open Lending,” and the “Company” refers to Open Lending Corporation, the combined company and its subsidiaries following the Business Combination. “Open Lending, LLC” and “Nebula” refers to Open Lending, LLC and Nebula Acquisition Corporation prior to the Closing Date. The Company has evaluated how it is organized and managed and has identified only one operating segment. All of the Company’s operations and assets are in the United States, and all of its revenues are attributable to United States customers.

Summary of Significant Accounting and Reporting Policies and Recent Developments	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting and Reporting Policies and Recent Developments	Summary of Significant Accounting and Reporting Policies and Recent Developments The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying condensed consolidated financial statements. a)Basis of presentation and consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and include the accounts of Open Lending and all its subsidiaries that are directly or indirectly owned or controlled by the Company. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted from these condensed consolidated financial statements, as permitted by SEC rules and regulations. The Company believes the disclosures made in these condensed consolidated financial statements are adequate to make the information herein not misleading. The Company recommends that these condensed consolidated financial statements should be read in conjunction with its audited consolidated financial statements and related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2020. The interim data includes all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of the Company’s management, necessary for a fair statement of the results for the interim periods presented. The results of operations for the three months ended March, 31, 2021 are not necessarily indicative of the Company’s operating results for the entire fiscal year ending December 31, 2021. The Business Combination is accounted for as a reverse recapitalization as Open Lending, LLC was determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The determination is primarily based on the evaluation of the following facts and circumstances: •the pre-combination unitholders of Open Lending, LLC hold the majority of voting rights in the Company; •the pre-combination unitholders of Open Lending, LLC have the right to appoint the majority of the directors of the Company; •senior management of Open Lending, LLC became the senior management of the Company; and •operations of Open Lending, LLC comprise the ongoing operations of the Company. In connection with the Business Combination, all outstanding units of Open Lending, LLC were converted into common stock of the Company, par value $0.01 per share, representing a recapitalization, and the net assets of Nebula were acquired at historical cost, with no goodwill or intangible assets recorded. Open Lending, LLC was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing are those of Open Lending, LLC. The shares and corresponding capital amounts and net income per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. The number of Series C preferred units in mezzanine equity was also retroactively restated in shares reflecting the exchange ratio, and the carrying amount of the Series C preferred units is based on the fair value of its redemption amount on each reporting date. All Series C preferred units were converted to the Company’s common stock on the closing date of the Business Combination. b)Coronavirus outbreak The outbreak of the novel coronavirus (“COVID-19”) 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, the effectiveness of the vaccine distribution program and the vaccines themselves, rising unemployment and the overall impact on our customer behavior, all of which are uncertain and cannot be predicted. The Company is diligently working to ensure that we can continue to operate with minimal disruption, mitigate the impact of the pandemic on our employees’ health and safety, and address potential business interruptions on ourselves and our customers. The Company believes that the COVID-19 pandemic, the mitigation efforts and the resulting economic impact have had, and may continue to have, an overall adverse effect on our business, results of operations and financial condition. The Company saw a reduction in loan applications and certified loans throughout the majority of 2020. As consumers and lenders have adjusted to the pandemic, application and certification levels have increased, 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 signed into law by the President of the United States on March 27, 2020 and the American Rescue Plan Act of 2021 signed into law by the President of the United States on March 11, 2021 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. The Company continues 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 the Company’s common stock in the Company’s initial public offering. d)Concentrations of revenue and credit risks The Company’s business relationships with its two insurance partners generate 66% of the Company’s total revenue, with the top insurance partner accounting for approximately 65% of the total profit share revenue. In the event that one or more of our other significant customers terminate their relationships with us, or elect to utilize an alternative source for financing, the number of loans originated through the Lender’s Protection Platform (“LPP”) would decline, which would materially and adversely affect our business and, in turn, our revenue. Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, restricted cash and accounts receivable to the extent of the amounts recorded on the balance sheets. Cash and cash equivalents are deposited in commercial analysis and savings accounts at two financial institutions, both with high credit standing. Restricted cash relates to funds held by the Company on behalf of the insurance carriers, delegated for the use of insurance claim payments. Restricted cash is deposited in commercial analysis accounts at one financial institution. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits of $250,000 per institution. The Company has not experienced any losses on its deposits of cash and cash equivalents and management believes the Company is not exposed to significant risks on such accounts. The Company’s accounts receivables are derived from revenue earned from customers. The Company performs credit evaluations of its customers’ financial condition. As of March 31, 2021 and December 31, 2020, there was no allowance for doubtful accounts. At March 31, 2021, the Company had one customer that represented 17% of the Company's accounts receivable. At December 31, 2020, the Company had one customer that represented 19% of the Company’s accounts receivable. e)Use of estimates and judgments The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates, and those differences may be material. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. The most significant items subject to such estimates and assumptions include, but are not limited to, profit share revenue recognition and the corresponding impact on contract assets, the recognition of the valuations of share-based compensation arrangements, and assessing the realizability of deferred tax assets. These estimates, although based on actual historical trend and modeling, may potentially show significant variances over time. In connection with profit share revenue recognition and the estimation of contract asset under Accounting Standards Update (“ASU”) 2014-9, 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 first three months of 2021 as a result of changes in facts and circumstances and general market conditions derived from the COVID-19 pandemic. f)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 interest expense and penalties included within operating expenses in the consolidated statements of operations and comprehensive income. g)Recently adopted new accounting standards On January, 1, 2021, the Company adopted ASU 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The impact of the adoption of this standard was immaterial to the condensed consolidated financial statements. On January 1, 2021, the Company adopted ASU 2018-15, Intangibles—Goodwill and Other—Internal—Use Software, Subtopic, 350-40, which provides guidance on a customer’s accounting for implementation costs incurred in a cloud-computing arrangement when hosted by a vendor. The guidance provides that, in a hosting arrangement that is a service contract, certain implementation costs should be capitalized and amortized over the term of the arrangement. The Company adopted this guidance using the prospective method. The impact of the adoption of this standard was immaterial to the condensed consolidated financial statements. h)Recently issued accounting pronouncements not yet adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which provides guidance regarding the measurement of credit losses on financial instruments. The new guidance replaces the incurred loss impairment methodology in the current guidance with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. This ASU will be effective for the Company commencing after December 15, 2022. The Company is in the process of assessing the impact of this ASU on our condensed consolidated financial statements and disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform within Topic 848, which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients and are retained through the end of the hedging relationship. The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied. The amendments in this update were effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is evaluating the effect of ASU 2020-04 on the Company’s condensed consolidated financial statements. Although there are several other new accounting pronouncements issued or proposed by the FASB, which we have adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial position or results of operations.

Business Combination	3 Months Ended
Business Combination	Mar. 31, 2021
Business Combinations [Abstract]
Business Combination	Business Combination On June 10, 2020, Nebula consummated a business combination with Open Lending, LLC pursuant to the Business Combination Agreement. Pursuant to ASC 805, for financial accounting and reporting purposes, Open Lending, LLC was deemed the accounting acquirer and Nebula was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of Open Lending, LLC issuing equity for the net assets of Nebula, accompanied by a recapitalization. Under this method of accounting, the consolidated financial statements of Open Lending, LLC are the historical financial statements of Open Lending Corporation. The net assets of Nebula were stated at historical costs, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP, and are consolidated with Open Lending, LLC’s financial statements on the Closing Date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. As a result of the Business Combination, Open Lending, LLC’s unitholders received aggregate consideration of approximately $1.0 billion, which consisted of (i) $328.8 million in cash at the closing 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 received additional contingent consideration of 22,500,000 shares based on meeting certain thresholds following the Business Combination. All contingent consideration shares were issued or released during the third quarter of 2020. In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $55.5 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. In addition, the Company incurred $9.1 million in transaction bonuses paid to key employees and directors and $2.2 million in non-cash share-based compensation expense due to the accelerated vesting of Open Lending, LLC’s legacy share-based compensation plan in the second quarter of 2020. The transaction bonuses and share-based compensation are included in general and administrative expense on our consolidated statements of operations and comprehensive income (loss) during the second quarter of 2020.

Debt

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Debt

The following table provides a summary of the Company’s debt at the periods indicated:


	March 31, 2021		December 31, 2020
	(in thousands)
Revolving Facility, matures in 2026	$	50,000	$	—
Term Loan due 2026	125,000		—
Term Loan due 2027	—		166,813
Less: unamortized deferred financing costs	(1,663)		(9,066)
Total debt	173,337		157,747
Less: current portion of debt	(3,125)		(4,888)
Total long-term debt, net of deferred financing costs	$	170,212	$	152,859

Term Loan due 2027

On March 11, 2020, the Company entered into a credit agreement with UBS A.G. as the administrative agent and the lenders from time to time party thereto (the “Credit Agreement”). Pursuant to the credit agreement, the lenders thereto funded a term loan (the “Term Loan due 2027”) in a principal amount of $170.0 million bearing an interest rate per annum of LIBOR plus 6.5% (subject to a LIBOR floor of 1%), with a maturity date in March 2027. The Term Loan due 2027 was retired by the Company paying off its outstanding principal and interest with proceeds from issuance of the Term Loan due 2026 and the Revolving Facility (both as defined below) in March 2021. The transaction was deemed as a debt extinguishment under ASC Topic 405-20, “Liabilities—Extinguishments of Liabilities,” and accordingly, the Company recognized a non-cash debt extinguishment loss of $8.8 million, which was recorded under the caption loss on extinguishment of debt in the condensed consolidated statements of operations and comprehensive Income. The loss on debt extinguishment was calculated as the

difference between the carrying amount of the debt and the price paid to retire the debt, which primarily consisted of the write off of the unamortized deferred financing costs related to the Term Loan due 2027.

New Credit Agreement—Term Loan due 2026 and Revolving Credit Facility

On March 19, 2021, the Company entered into a credit agreement with Wells Fargo Bank, N.A. as the administrative agent (the “New Credit Agreement”), pursuant to which the lenders thereto (i) funded a senior secured term loan in an aggregate principal amount of $125.0 million maturing in March 2026 (the “Term Loan due 2026”) and (ii) committed to provide a $50.0 million senior secured revolving credit facility, including a $10.0 million letter of credit sub-facility, maturing in March 2026 (the “Revolving Facility”). The obligations of the Company under the Term Loan due 2026 and the Revolving Facility are guaranteed by all of the Company’s US subsidiaries and are secured by substantially all of the assets of the Company and its US subsidiaries, subject to customary exceptions.

Interest under the Term Loan due 2026 and the Revolving Facility are, at the option of the Company, either at an Alternate Base rate (“ABR”) plus a spread ranging from 0.75% to 1.50%, or a LIBOR rate plus a spread ranging from 1.75% to 2.50%. With respect to the ABR loans, interest will be payable at the end of each calendar quarter. With respect to the LIBOR loans, interest will be payable at the end of the selected interest period. Additionally, there is a commitment fee payable at the end of each quarter at a rate per annum ranging from 0.200% to 0.275% based on the average daily unused portion of the Revolving Facility, and other customary letter of credit fees. Pursuant to the New Credit Agreement, the interest rate spreads and commitment fees increase or decrease in increments as our Funded Secured Debt/EBITDA ratio increase or decreases. As of March 31, 2021, both the Term Loan due 2026 and the Revolving Facility are subject a LIBOR rate of 0.11% plus a spread of 2.00% per annum, and we do not have an unused commitment balance under the Revolving Facility.

In connection with the issuance of the Term Loan due 2026 and the Revolving Facility, the Company incurred total deferred financing costs of $1.7 million, of which $1.2 million was allocated to the Term Loan due 2026 and $0.5 million was allocated to the Revolving Facility. The deferred financing costs were capitalized as a contra-liability against the principal balance of the loans and are amortized as interest expense using the effective interest method. As of March 31, 2021, the weighted average effective interest rate on our outstanding borrowings was 2.39%.

The New Credit Agreement contains a maximum total net leverage ratio financial covenant and a minimum fixed charge coverage ratio financial covenant that are tested quarterly starting with the quarter ending June 30, 2021. The maximum total net leverage ratio is 3.5 to 1.0 for periods on or prior to December 31, 2022, and then decreases to 3.0 to 1.0 after December 31, 2022. The minimum fixed charge coverage ratio is 1.25 to 1.0.

Revenue

3 Months Ended

Mar. 31, 2021

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 to which it is entitled. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer.

Revenue from contracts with 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 LPP, the Company enables automotive lenders to make loans that are insured against certain credit losses from defaults. The Company generates program fee revenue from our proprietary, cloud-based software platform that enables automotive lenders, Original Equipment Manufacturing (“OEM”) captive finance companies and other financial institutions (collectively “lending institutions”) to approve loans to traditionally underserved non-prime or near-prime borrowers.

The Company receives program fees for providing loan decision-making analytics solutions and automated issuance of credit default insurance with third-party insurance providers. The Company’s performance obligation is complete when a loan is

certified through LPP and is issued by the lending institution. Program fee contracts contain a single performance obligation, which consist of a series of distinct services that are substantially the same with the same pattern of transfer to customers.

Program fees are based on a percentage of the initial principal amount of the loans processed by the Company. There are two types of payment arrangements: 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.

The Company bills the customer for an amount calculated based on the actual number of loans processed in a calendar month, which corresponds directly with the value of service transferred to the customer in that month.

Revenue from contracts with insurance carriers

The Company has producer agreements with two insurance carriers, AmTrust Financial Services, Inc. (“AmTrust”) and CNA Financial Corporation (“CNA”), from which the Company earns profit-share revenue and claims administration service fees.

In the profit share arrangement, the Company facilitates placement of credit default insurance policies with lending institutions on behalf of our insurance partners. Profit share revenue represents our participation in the underwriting profit of our third-party insurance partners who provide lenders with credit default insurance on loans the automotive lenders make using our LPP. The Company receives a percentage of the aggregate monthly insurance underwriting profit. Monthly insurance underwriting profit is calculated as the monthly earned premium less expenses and losses (including reserves for incurred but not reported losses), with losses accrued and carried forward for future profit share calculations. The Company fulfills its performance obligation upon placement of the insurance, at which point the Company is entitled to the profit share of all future net premiums earned by the insurance carrier on the policy.

To determine the profit share revenue the Company uses forecasts of loan-level earned premium and insurance claim payments. These forecasts are driven by the projection of loan defaults, prepayments and severity rates. These assumptions are based on our observations of the historical behavior for loans with similar risk characteristics. The assumptions also take consideration of the forecast adjustments under various macroeconomic conditions and the current mix of the underlying portfolio of our insurance partners. To the extent these assumptions change, our profit share revenue 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, the Company estimates the variable consideration based on undiscounted expected future profit share to be received from the insurance carriers. The Company applies economic stress factors in the Company’s forecast to constrain its estimation of future profit share revenue to an amount reflecting the Company’s belief that a significant reversal in the cumulative amount of revenue is not probable of occurring when the uncertainty is resolved.

Claims administration service fees are generated from us acting as a third-party administrator to process and adjudicate the credit default insurance claims on behalf of the insurance companies. In this arrangement, the performance obligation to provide claims administration services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies our performance obligations.

Contract Balances

Contract assets for the periods indicated below were as follows:


	Contract Assets
	Profit Share		TPA Fee		Program Fee		Total
	(in thousands)
Ending balance as of December 31, 2020	$	83,177	$	822	$	5,343	$	89,342
Increase of contract assets due to new business generation	22,656		1,367		14,911		38,934
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	5,074		—		—		5,074
Receivables transferred from contract assets upon billing the lending institutions	—		—		(14,860)		(14,860)
Payments received from insurance carriers	(19,977)		(1,295)		—		(21,272)
Ending balance as of March 31, 2021	$	90,930	$	894	$	5,394	$	97,218

As of March 31, 2021 and December 31, 2020, our total contract assets consisted of $52.7 million and $50.4 million, respectively, as the current portion estimated to be received within one year and $44.5 million and $39.0 million, respectively, in the non-current portion to be received beyond one year. During the three months ended March 31, 2021, the profit share component of our contract assets increased $22.7 million in anticipated profit share associated with 33,318 new certified loans for an average of $680 per loan and a $5.1 million positive adjustment in the contract asset related to performance obligations satisfied in previous periods as a result of the continued positive portfolio performance due to lower than projected default frequency and severity stress and overall fewer claims for loss. During the three months ended March 31, 2021, the Company received $20.0 million in profit share payments from our insurance carriers, which is an increase over our previous quarterly collections. The increase is primarily the result of our carriers releasing reserves established due to uncertainty related to the COVID-19 pandemic. More specifically, reserves were established to reflect the potential for higher defaults, increased severity of defaults and accelerated prepayments. These risks have not materialized as the portfolio has performed better-than-expected.

Contract Costs

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

Disaggregation of Revenues

The Company disaggregates revenues by revenue source (i.e. program fee, profit share and claims administration service fee), and the level of disaggregation is presented in the condensed consolidated operations and comprehensive income.

- 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

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

Class B Common Unit Incentive Plan (the “Class B Plan”)

Prior to the Business Combination, commencing in 2013, the Board of Managers of Open Lending, LLC approved the Class B Unit Incentive Plan (the “Class B Plan”), which was a form of long-term compensation that provided for the issuance of ownership shares to service providers for purposes of retaining them and enabling such individuals to participate in the long-term growth and financial success of Open Lending, LLC. As a result of the Business Combination, the Board of Managers approved an acceleration of the awards granted in connection with the Class B Plan, to allow accelerated vesting of the units at the consummation of the Business Combination. On the date of the Closing, the Class B common units were converted into shares of common stock of Open Lending Corporation on the exchange ratio established in the Business Combination Agreement.

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

Prior to the closing of the Business Combination, on June 9, 2020, Nebula’s stockholders approved the 2020 Plan. The 2020 Plan provides for the grant of stock options, stock appreciation rights, restricted stock units and other stock or cash-based awards. The Company initially reserved 9,693,750, 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. As of March 31, 2021, the shares reserved and available for issuance under the 2020 plan is 14,356,901, which includes the 4% annual increase in 2021 less restricted stock units and stock options issued under the 2020 Plan.

Share-based compensation expense recorded for each type of award is as follows:


	Three Months Ended March 31,
	2021		2020
	(in thousands)
Performance-Based Restricted Stock Units	$	277	$	—
Time-Based Restricted Stock Units	233		—
Stock Options	191		—
Class B Common Units	—		487
Total share-based compensation expense	$	701	$	487

During the three months ended March 31, 2021 and 2020, share-based compensation expense was allocated to cost of services, general and administrative, selling and marketing, and research and development, generally based on the functional responsibilities of the awarded unit holders in the accompanying condensed consolidated statements of operations and comprehensive income as follows:


	Three Months Ended March 31,
	2021		2020
	(in thousands)
General and administrative	$	554	$	444
Selling and marketing	91		12
Cost of services	28		25
Research and development	28		6
Total	$	701	$	487

The following table provides information related to the the Company’s share-based compensation award activity for the three months ended March 31, 2021:


	Time-Based Restricted Stock Units			Stock Options			Performance-Based Restricted Stock Units
	Number of Awards	Weighted Average Fair Value at Grant Date		Number of Awards	Weighted Average Exercise Price		Number of Awards	Weighted Average Fair Value at Grant Date
Outstanding as of December 31, 2020	109,920	$	28.20	199,764	$	33.56	—	$	—
Granted	—	—		—	—		99,289	33.44
Vested/Exercised	—	—		—	—		—	—
Forfeited	—	—		—	—		—	—
Outstanding as of March 31, 2021	109,920	$	28.20	199,764	$	33.56	99,289	$	33.44

The unrecognized share-based compensation expense at March 31, 2021 was as follows:

Unrecognized Share-based Compensation Expense

Weighted Average Amortization Period

(in thousands)

Time-Based Restricted Stock Units

2,719

3.18 years

Stock Options

2,903

3.75 years

Performance-Based Restricted Stock Units

3,044

2.75 years

Total unrecognized share-based compensation expense

8,666

3.22 years

Net Income per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Income 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 per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed based on the weighted average number of common shares outstanding plus the effect of potential dilutive common shares outstanding during the period using the applicable methods.

The following table sets forth the computation of basic and diluted net income per share attributable to common stockholders for the three months ended March 31, 2021 and 2020:


	Three Months Ended March 31,
	2021		2020
	(in thousands, except shares and per share data)
Basic net income per share:
Numerator
Net income	$	12,862	$	8,172
Preferred distribution to redeemable convertible Series C preferred units	—		(40,475)
Non-cash adjustment to redemption amount of the redeemable convertible Series C preferred units	—		47,537
Net income attributable to common stockholders	$	12,862	$	15,234
Denominator
Weighted average common shares	126,803,096		37,631,052
Basic net income per share attributable to common stockholders	$	0.10	$	0.40

Diluted net income per share:
Numerator
Net income	$	12,862	$	8,172
Denominator
Basic weighted average common shares	126,803,096		37,631,052
Dilutive effect of outstanding Time-Based Restricted Stock Units	34,736		—
Dilutive effect of retroactively restated redeemable convertible Series C preferred units	—		14,278,603
Diluted weighted average common shares	126,837,832		51,909,655
Diluted net income per share attributable to common stockholders	$	0.10	$	0.16

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 three months ended March 31, 2020 and determined that it resulted in values that would not be comparable to the same periods in 2021 and therefore not meaningful to the users of these condensed consolidated financial statements. As a result, the Open Lending, LLC’s net income per share information has not been presented for any period.

The following potentially dilutive outstanding securities as of March 31, 2021 and 2020 were excluded from the computation of diluted net income per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods:


	Three Months Ended March 31,
	2021	2020
Unvested Stock Options	199,764	—
Unvested Performance-Based Restricted Stock Units	99,289	—
Total	299,053	—

Pursuant to a Stock Repurchase Agreement, dated as of March 29, 2021, between Open Lending and the selling stockholders named therein, the Company repurchased from the selling stockholders on April 6, 2021 an aggregate number of 612,745 shares of common stock. The repurchased shares were recorded in treasury stock in April 2021, which would have changed the number of common shares or potential common shares outstanding at the end of the current reporting period if the transaction had occurred before March 31, 2021.

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair value is the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants. In arriving at a fair value measurement, the Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. The three levels of inputs used to establish fair value are the following:

•Level 1 — Quoted prices in active markets for identical assets or liabilities;

•Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted discount rates, available observable and unobservable inputs.

Fair Value Hierarchy

The following table presents the placement in the fair value hierarchy of the Company’s debt instruments at March 31, 2021 and December 31, 2020.


	Carrying value		Fair value measurements March 31, 2021
			Level 1		Level 2		Level 3
	(in thousands)
Liabilities:
Debt at fair value	$	173,337	$	—	$	173,337	$	—
Total	$	173,337	$	—	$	173,337	$	—


	Carrying value		Fair value measurements December 31, 2020
			Level 1		Level 2		Level 3
	(in thousands)
Liabilities:
Debt at fair value	$	157,747	$	—	$	157,747	$	—
Total	$	157,747	$	—	$	157,747	$	—

The carrying amount of the Company’s debt approximates its fair value due to its variable interest rate that is tied to the current LIBOR rate plus an applicable spread. The Company’s accounting policy is to recognize transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. There were no transfers into or out of any level for the periods ended March 31, 2021 and December 31, 2020.

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

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesDuring the three months ended March 31, 2021 and 2020, the Company recognized income tax expense of $4.5 million and $11.0 thousand resulting in effective tax rates of 25.8%, and 0.1%, respectively. The Company’s income tax expense for the three months ended March 31, 2021 differs from amounts computed by applying the U.S. federal statutory tax rate of 21% primarily due to the officer’s compensation limitation under Section 162m and state income tax expenses. The Company’s income tax expense for the three months ended March 31, 2020 differs from amounts computed by applying the U.S. federal statutory tax rate of 21% primarily due to the flow-thru entity structure prior to the Business Combination. As of March 31, 2021, the Company has assessed whether it is more likely than not that our deferred tax assets will be realized. In making this determination, the Company considers all available positive and negative evidence and makes certain assumptions. The Company considers, among other things, the reversal of its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends and its outlook for future years. The Company believes it is more-likely-than-not all deferred tax assets will be realized and has not recorded any valuation allowance as of March 31, 2021. Management of the Company has evaluated the aggregate exposure for uncertain tax positions for all open tax years and concluded that the Company and its predecessor have no material uncertain tax positions as of March 31, 2021 or for any open tax years. Tax penalties and interest, if any, would be reflected in the condensed consolidated statements of operations and comprehensive income in other expenses. The Company has not recorded any penalties or interest related to uncertain tax positions as of March 31, 2021 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

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions On March 25, 2020, Ross Jessup, the Company’s President, borrowed $6.0 million from Open Lending, LLC in accordance with the promissory note in place and the loan was paid in full by Mr. Jessup on March 30, 2020, with proceeds received as result of the non-liquidating distribution paid by Open Lending, LLC to its members. There was no such activity for the three months ended March 31, 2021.

Tax Receivable Agreement	3 Months Ended
Tax Receivable Agreement	Mar. 31, 2021
Receivables [Abstract]
Tax Receivable Agreement	Tax Receivable Agreement In connection with the Business Combination, the Company entered into the Tax Receivable Agreement (“TRA”). The TRA generally provides for the payment by the Company to the Open Lending LLC unitholders and Blocker’s sole shareholder (the “TRA holders”), as applicable, of 85% of the net cash savings, if any, in U.S. federal, state and local income tax that the Company actually realizes (or are deemed to realize in certain circumstances) in periods after the Closing as a result of: (i) certain tax attributes of Blocker and/or Open Lending, LLC that existed prior to the Business Combination and were attributable to the Blocker; (ii) certain increases in the tax basis of Open Lending, LLC’s assets resulting from the Transactions; (iii) imputed interest deemed to be paid by the Company as a result of payments the Company makes under the Tax Receivable Agreement; and (iv) certain increases in tax basis resulting from payments the Company makes under the Tax Receivable Agreement. The Company will retain the benefit of the remaining 15% of these cash savings. The liability for the TRA was $92.4 million at each of March 31, 2021 and December 31, 2020, respectively, which is classified as other non-current liabilities on our condensed consolidated balance sheet. See Note 12—Subsequent Events—Tax Receivable Agreement Amendment for additional information regarding an amendment to the Tax Receivable Agreement that was entered into on April 9, 2021.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsThe Company has evaluated subsequent events through the date these condensed consolidated financial statements were issued. The Company determined there were no events, other than described below, that required disclosure or recognition in these condensed consolidated financial statements. Underwritten Public Offering On April 6, 2021, the Company completed an underwritten public offering of 9,000,000 shares of our common stock at a public offering price of $34.00 per share. All shares were sold by existing stockholders, including Nebula Holdings, LLC and its affiliates, Bregal Sagemount and certain executive officers of the Company. The selling stockholders also granted the underwriters a 30-day option to purchase up to 1,350,000 additional shares of common stock. The Company did not issue any shares and did not receive any of the proceeds of the offering. Share Repurchase Pursuant to a Stock Repurchase Agreement, dated as of March 29, 2021, between Open Lending and the selling stockholders named therein, the Company repurchased from the selling stockholders on April 6, 2021 an aggregate number of 612,745 shares of its common stock totaling $20.0 million at the same per share price paid by the underwriters to the selling stockholders in the offering. The $20.0 million stock repurchase was recorded in treasury stock at cost in April of 2021. Tax Receivable Agreement Amendment The Company entered into Amendment No. 1 (the “Amendment”) to the TRA effective April 9, 2021. The Amendment provides that in lieu of early termination payments, the TRA Holders will instead be entitled to payments equal to 40% of all Tax Benefit Payments (all definitions used here in and otherwise not defined here in shall have the meanings set forth in the Amendment) other than any Actual Interest Amounts that would be required to be paid by the Company under the TRA, using certain valuation. The Amendment provides the Company with the right to terminate and settle all present and future obligations under the TRA with a single payment by the Company to the TRA Holders of $36.9 million (the “Early Termination Right”). Absent the Amendment and the exercise of the Early Termination Right, the Company anticipated making TRA payments totaling $92.4 million, undiscounted, over the life of the TRA. On April 12, 2021, the independent committee of the Board of Directors approved the Company’s decision to exercise the Early Termination Right. As required by the TRA, in April 2021, the Company provided notice of early termination to the TRA Holders, with settlement occurring in April 2021.

Summary of Significant Accounting and Reporting Policies and Recent Developments (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Basis of presentation and consolidation	Basis of presentation and consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and include the accounts of Open Lending and all its subsidiaries that are directly or indirectly owned or controlled by the Company. All intercompany transactions and balances have been eliminated upon consolidation. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted from these condensed consolidated financial statements, as permitted by SEC rules and regulations. The Company believes the disclosures made in these condensed consolidated financial statements are adequate to make the information herein not misleading. The Company recommends that these condensed consolidated financial statements should be read in conjunction with its audited consolidated financial statements and related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2020. The interim data includes all adjustments, consisting only of normal recurring adjustments, that are, in the opinion of the Company’s management, necessary for a fair statement of the results for the interim periods presented. The results of operations for the three months ended March, 31, 2021 are not necessarily indicative of the Company’s operating results for the entire fiscal year ending December 31, 2021. The Business Combination is accounted for as a reverse recapitalization as Open Lending, LLC was determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The determination is primarily based on the evaluation of the following facts and circumstances: •the pre-combination unitholders of Open Lending, LLC hold the majority of voting rights in the Company; •the pre-combination unitholders of Open Lending, LLC have the right to appoint the majority of the directors of the Company; •senior management of Open Lending, LLC became the senior management of the Company; and •operations of Open Lending, LLC comprise the ongoing operations of the Company. In connection with the Business Combination, all outstanding units of Open Lending, LLC were converted into common stock of the Company, par value $0.01 per share, representing a recapitalization, and the net assets of Nebula were acquired at historical cost, with no goodwill or intangible assets recorded. Open Lending, LLC was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing are those of Open Lending, LLC. The shares and corresponding capital amounts and net income per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. The number of Series C preferred units in mezzanine equity was also retroactively restated in shares reflecting the exchange ratio, and the carrying amount of the Series C preferred units is based on the fair value of its redemption amount on each reporting date. All Series C preferred units were converted to the Company’s common stock on the closing date of the Business Combination.
Coronavirus outbreak	Coronavirus outbreakThe outbreak of the novel coronavirus (“COVID-19”) 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, the effectiveness of the vaccine distribution program and the vaccines themselves, rising unemployment and the overall impact on our customer behavior, all of which are uncertain and cannot be predicted. The Company is diligently working to ensure that we can continue to operate with minimal disruption, mitigate the impact of the pandemic on our employees’ health and safety, and address potential business interruptions on ourselves and our customers. The Company believes that the COVID-19 pandemic, the mitigation efforts and the resulting economic impact have had, and may continue to have, an overall adverse effect on our business, results of operations and financial condition. The Company saw a reduction in loan applications and certified loans throughout the majority of 2020. As consumers and lenders have adjusted to the pandemic, application and certification levels have increased, 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 signed into law by the President of the United States on March 27, 2020 and the American Rescue Plan Act of 2021 signed into law by the President of the United States on March 11, 2021 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. The Company continues 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 companyThe Company is an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act (“JOBS Act”). As such, the Company is eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements.The Company will remain an emerging growth company until the earliest of (i) the Company is deemed to be a “large accelerated filer,” as defined in the Exchange Act, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year, (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of the Company’s common stock in the Company’s initial public offering.
Concentration of credit risk	Concentrations of revenue and credit risks The Company’s business relationships with its two insurance partners generate 66% of the Company’s total revenue, with the top insurance partner accounting for approximately 65% of the total profit share revenue. In the event that one or more of our other significant customers terminate their relationships with us, or elect to utilize an alternative source for financing, the number of loans originated through the Lender’s Protection Platform (“LPP”) would decline, which would materially and adversely affect our business and, in turn, our revenue. Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, restricted cash and accounts receivable to the extent of the amounts recorded on the balance sheets. Cash and cash equivalents are deposited in commercial analysis and savings accounts at two financial institutions, both with high credit standing. Restricted cash relates to funds held by the Company on behalf of the insurance carriers, delegated for the use of insurance claim payments. Restricted cash is deposited in commercial analysis accounts at one financial institution. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurance limits of $250,000 per institution. The Company has not experienced any losses on its deposits of cash and cash equivalents and management believes the Company is not exposed to significant risks on such accounts. The Company’s accounts receivables are derived from revenue earned from customers. The Company performs credit evaluations of its customers’ financial condition. As of March 31, 2021 and December 31, 2020, there was no allowance for doubtful accounts. At March 31, 2021, the Company had one customer that represented 17% of the Company's accounts receivable. At December 31, 2020, the Company had one customer that represented 19% of the Company’s accounts receivable.
Use of estimates and judgements	Use of estimates and judgments The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates, and those differences may be material. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. The most significant items subject to such estimates and assumptions include, but are not limited to, profit share revenue recognition and the corresponding impact on contract assets, the recognition of the valuations of share-based compensation arrangements, and assessing the realizability of deferred tax assets. These estimates, although based on actual historical trend and modeling, may potentially show significant variances over time. In connection with profit share revenue recognition and the estimation of contract asset under Accounting Standards Update (“ASU”) 2014-9, 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 first three months of 2021 as a result of changes in facts and circumstances and general market conditions derived from the COVID-19 pandemic.
Income taxes	Income taxesThe 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 interest expense and penalties included within operating expenses in the consolidated statements of operations and comprehensive income.
Recently adopted new accounting standards and Recently issued accounting pronouncements not yet adopted	Recently adopted new accounting standards On January, 1, 2021, the Company adopted ASU 2019-12, which affects general principles within Topic 740, Income Taxes. The amendments of ASU 2019-12 are meant to simplify and reduce the cost of accounting for income taxes. The impact of the adoption of this standard was immaterial to the condensed consolidated financial statements. On January 1, 2021, the Company adopted ASU 2018-15, Intangibles—Goodwill and Other—Internal—Use Software, Subtopic, 350-40, which provides guidance on a customer’s accounting for implementation costs incurred in a cloud-computing arrangement when hosted by a vendor. The guidance provides that, in a hosting arrangement that is a service contract, certain implementation costs should be capitalized and amortized over the term of the arrangement. The Company adopted this guidance using the prospective method. The impact of the adoption of this standard was immaterial to the condensed consolidated financial statements. Recently issued accounting pronouncements not yet adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which provides guidance regarding the measurement of credit losses on financial instruments. The new guidance replaces the incurred loss impairment methodology in the current guidance with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. This ASU will be effective for the Company commencing after December 15, 2022. The Company is in the process of assessing the impact of this ASU on our condensed consolidated financial statements and disclosures. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform within Topic 848, which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients and are retained through the end of the hedging relationship. The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied. The amendments in this update were effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is evaluating the effect of ASU 2020-04 on the Company’s condensed consolidated financial statements. Although there are several other new accounting pronouncements issued or proposed by the FASB, which we have adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial position or results of operations.
Fair Value of Financial Instruments	Fair value is the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants. In arriving at a fair value measurement, the Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. The three levels of inputs used to establish fair value are the following: •Level 1 — Quoted prices in active markets for identical assets or liabilities; •Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and •Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. In situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted discount rates, available observable and unobservable inputs. 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.

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 45
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+ Details

Debt (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The following table provides a summary of the Company’s debt at the periods indicated:


	March 31, 2021		December 31, 2020
	(in thousands)
Revolving Facility, matures in 2026	$	50,000	$	—
Term Loan due 2026	125,000		—
Term Loan due 2027	—		166,813
Less: unamortized deferred financing costs	(1,663)		(9,066)
Total debt	173,337		157,747
Less: current portion of debt	(3,125)		(4,888)
Total long-term debt, net of deferred financing costs	$	170,212	$	152,859

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 1
-Subparagraph (SX 210.5-02.22)
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+ Details

Revenue (Tables)

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Summary of Contract Assets

Contract assets for the periods indicated below were as follows:


	Contract Assets
	Profit Share		TPA Fee		Program Fee		Total
	(in thousands)
Ending balance as of December 31, 2020	$	83,177	$	822	$	5,343	$	89,342
Increase of contract assets due to new business generation	22,656		1,367		14,911		38,934
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	5,074		—		—		5,074
Receivables transferred from contract assets upon billing the lending institutions	—		—		(14,860)		(14,860)
Payments received from insurance carriers	(19,977)		(1,295)		—		(21,272)
Ending balance as of March 31, 2021	$	90,930	$	894	$	5,394	$	97,218

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Expensed and Capitalized, Amount

Share-based compensation expense recorded for each type of award is as follows:


	Three Months Ended March 31,
	2021		2020
	(in thousands)
Performance-Based Restricted Stock Units	$	277	$	—
Time-Based Restricted Stock Units	233		—
Stock Options	191		—
Class B Common Units	—		487
Total share-based compensation expense	$	701	$	487


	Three Months Ended March 31,
	2021		2020
	(in thousands)
General and administrative	$	554	$	444
Selling and marketing	91		12
Cost of services	28		25
Research and development	28		6
Total	$	701	$	487

The unrecognized share-based compensation expense at March 31, 2021 was as follows:

Unrecognized Share-based Compensation Expense

Weighted Average Amortization Period

(in thousands)

Time-Based Restricted Stock Units

2,719

3.18 years

Stock Options

2,903

3.75 years

Performance-Based Restricted Stock Units

3,044

2.75 years

Total unrecognized share-based compensation expense

8,666

3.22 years

Share-based Payment Arrangement, Activity

The following table provides information related to the the Company’s share-based compensation award activity for the three months ended March 31, 2021:


	Time-Based Restricted Stock Units			Stock Options			Performance-Based Restricted Stock Units
	Number of Awards	Weighted Average Fair Value at Grant Date		Number of Awards	Weighted Average Exercise Price		Number of Awards	Weighted Average Fair Value at Grant Date
Outstanding as of December 31, 2020	109,920	$	28.20	199,764	$	33.56	—	$	—
Granted	—	—		—	—		99,289	33.44
Vested/Exercised	—	—		—	—		—	—
Forfeited	—	—		—	—		—	—
Outstanding as of March 31, 2021	109,920	$	28.20	199,764	$	33.56	99,289	$	33.44

Net Income per Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Summary of Earnings Per Share

The following table sets forth the computation of basic and diluted net income per share attributable to common stockholders for the three months ended March 31, 2021 and 2020:


	Three Months Ended March 31,
	2021		2020
	(in thousands, except shares and per share data)
Basic net income per share:
Numerator
Net income	$	12,862	$	8,172
Preferred distribution to redeemable convertible Series C preferred units	—		(40,475)
Non-cash adjustment to redemption amount of the redeemable convertible Series C preferred units	—		47,537
Net income attributable to common stockholders	$	12,862	$	15,234
Denominator
Weighted average common shares	126,803,096		37,631,052
Basic net income per share attributable to common stockholders	$	0.10	$	0.40

Diluted net income per share:
Numerator
Net income	$	12,862	$	8,172
Denominator
Basic weighted average common shares	126,803,096		37,631,052
Dilutive effect of outstanding Time-Based Restricted Stock Units	34,736		—
Dilutive effect of retroactively restated redeemable convertible Series C preferred units	—		14,278,603
Diluted weighted average common shares	126,837,832		51,909,655
Diluted net income per share attributable to common stockholders	$	0.10	$	0.16

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Three Months Ended March 31,
	2021	2020
Unvested Stock Options	199,764	—
Unvested Performance-Based Restricted Stock Units	99,289	—
Total	299,053	—

Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Summary of Fair Value Assets and Liabilities Measured on Recurring Basis

The following table presents the placement in the fair value hierarchy of the Company’s debt instruments at March 31, 2021 and December 31, 2020.


	Carrying value		Fair value measurements March 31, 2021
			Level 1		Level 2		Level 3
	(in thousands)
Liabilities:
Debt at fair value	$	173,337	$	—	$	173,337	$	—
Total	$	173,337	$	—	$	173,337	$	—


	Carrying value		Fair value measurements December 31, 2020
			Level 1		Level 2		Level 3
	(in thousands)
Liabilities:
Debt at fair value	$	157,747	$	—	$	157,747	$	—
Total	$	157,747	$	—	$	157,747	$	—

Description of Business, Background and Nature of Operations - Additional Information (Details)	3 Months Ended
	Mar. 31, 2021 segment
Accounting Policies [Abstract]
Number of operating segments	1

Summary of Significant Accounting and Reporting Policies and Recent Developments - Additional Information (Detail) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Concentration Risk [Line Items]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Two Insurance Partners \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	66.00%
Top Insurance Partner \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	65.00%
One Customer \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	17.00%	19.00%

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
Bonus
Business Acquisition [Line Items]
Business combination, acquisition related costs	9.1
Share Based Compensation Expense
Business Acquisition [Line Items]
Business combination, acquisition related costs	$ 2.2
Earnout Consideration
Business Acquisition [Line Items]
Business combination, number of shares issued (in shares) \| shares	22,500,000

Debt - Summary of Debt (Detail) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 19, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Less: unamortized deferred financing costs	$ (1,663)		$ (9,066)
Total debt	173,337		157,747
Less: current portion of debt	(3,125)		(4,888)
Total long-term debt, net of deferred financing costs	170,212		152,859
Medium-term Notes \| Term Loan due 2026
Debt Instrument [Line Items]
Long-term debt, gross	125,000	$ 125,000	0
Less: unamortized deferred financing costs		(1,200)
Medium-term Notes \| Term Loan due 2027
Debt Instrument [Line Items]
Long-term debt, gross	0		166,813
Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Long-term debt, gross	$ 50,000		$ 0
Less: unamortized deferred financing costs		$ (500)

Debt - Additional Information (Detail)		3 Months Ended
Debt - Additional Information (Detail)	Mar. 19, 2021 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Loss on extinguishment of debt		$ (8,778,000)	$ 0
Debt issuance costs, net		$ 1,663,000		$ 9,066,000
New Credit Agreement
Debt Instrument [Line Items]
Debt issuance costs, net	$ 1,700,000
Debt, weighted average interest rate		2.39%
Maximum total net leverage ratio	3.5
Decrease maximum total net leverage ratio	3.0
Minimum fixed charge coverage ratio		1.25
New Credit Agreement \| Maximum
Debt Instrument [Line Items]
Line of credit facility, commitment fee percentage	0.275%
Base Rate \| New Credit Agreement \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.75%
Base Rate \| New Credit Agreement \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.50%
London Interbank Offered Rate (LIBOR) \| New Credit Agreement
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		0.11%
Debt instrument, margin rate		2.00%
London Interbank Offered Rate (LIBOR) \| New Credit Agreement \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.75%
London Interbank Offered Rate (LIBOR) \| New Credit Agreement \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.50%
Medium-term Notes
Debt Instrument [Line Items]
Principal amount		$ 170,000,000.0
Debt instrument, LIBOR floor rate		1.00%
Medium-term Notes \| Term Loan due 2026
Debt Instrument [Line Items]
Long-term debt, gross	$ 125,000,000.0	$ 125,000,000		0
Debt issuance costs, net	1,200,000
Medium-term Notes \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		6.50%
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross		$ 50,000,000		$ 0
Line of credit facility, maximum borrowing capacity	50,000,000.0
Debt issuance costs, net	500,000
Line of Credit \| Letter of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 10,000,000.0
Line of Credit \| New Credit Agreement \| Minimum
Debt Instrument [Line Items]
Line of credit facility, commitment fee percentage	0.20%

Revenue - Summary Of Contract Assets (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Contract With Customer, Asset [Roll Forward]
Beginning balance	$ 89,342
Increase of contract assets due to new business generation	38,934
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	5,074
Receivables transferred from contract assets upon billing the lending institutions	(14,860)
Payments received from insurance carriers	(21,272)
Ending balance	97,218
Profit Share
Contract With Customer, Asset [Roll Forward]
Beginning balance	83,177
Increase of contract assets due to new business generation	22,656
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	5,074
Receivables transferred from contract assets upon billing the lending institutions	0
Payments received from insurance carriers	(19,977)
Ending balance	90,930
TPA Fee
Contract With Customer, Asset [Roll Forward]
Beginning balance	822
Increase of contract assets due to new business generation	1,367
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	0
Receivables transferred from contract assets upon billing the lending institutions	0
Payments received from insurance carriers	(1,295)
Ending balance	894
Program Fee
Contract With Customer, Asset [Roll Forward]
Beginning balance	5,343
Increase of contract assets due to new business generation	14,911
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	0
Receivables transferred from contract assets upon billing the lending institutions	(14,860)
Payments received from insurance carriers	0
Ending balance	$ 5,394

Revenue - Additional Information (Details)	3 Months Ended
Revenue - Additional Information (Details)	Mar. 31, 2021 USD ($) loan	Dec. 31, 2020 USD ($)
Contract With Customer Asset And Liability [Line Items]
Current contract assets	$ 52,736,000	$ 50,386,000
Non-current contract assets	44,482,000	$ 38,956,000
Increase of contract assets due to new business generation	38,934,000
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	5,074,000
Payments received from insurance carriers	21,272,000
Profit share
Contract With Customer Asset And Liability [Line Items]
Increase of contract assets due to new business generation	$ 22,656,000
Number of new certified loans \| loan	33,318
Contract with customer, asset, price per loan	$ 680
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	5,074,000
Payments received from insurance carriers	19,977,000
Profit share \| COVID-19
Contract With Customer Asset And Liability [Line Items]
Payments received from insurance carriers	$ 20,000,000.0

Share-Based Compensation - Additional Information (Details) - Stock Option And Incentive Plan, 2020 - shares	Mar. 31, 2021	Jun. 09, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance (in shares)	14,356,901	9,693,750
Percent on number of shares outstanding		10.00%
Percent of incremental shares on outstanding common stock	4.00%	4.00%

Share-Based Compensation - Share-based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 701	$ 487
Performance-Based Restricted Stock Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	277	0
Time-Based Restricted Stock Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	233	0
Stock Options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	191	0
Class B Common Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 0	$ 487

Share-Based Compensation - Share-based Compensation Expense Allocated to Income Statement Location (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 701	$ 487
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	554	444
Selling and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	91	12
Cost of services
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	28	25
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 28	$ 6

Share-Based Compensation - Stock Options and Restricted Stock Award Activity (Details)	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Number of Awards
Beginning balance (in shares) \| shares	199,764
Granted (in shares) \| shares	0
Vested/Exercised (in shares) \| shares	0
Forfeitures (in shares) \| shares	0
Ending balance (in shares) \| shares	199,764
Weighted Average Exercise Price
Beginning balance (in dollars per share) \| $ / shares	$ 33.56
Granted (in dollars per share) \| $ / shares	0
Vested/Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Ending balance (in dollars per share) \| $ / shares	$ 33.56
Time-Based Restricted Stock Units
Number of Awards
Beginning balance (in shares) \| shares	109,920
Granted (in shares) \| shares	0
Vested/Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Ending balance (in shares) \| shares	109,920
Weighted Average Fair Value at Grant Date
Beginning balance (in dollars per share) \| $ / shares	$ 28.20
Granted (in dollars per share) \| $ / shares	0
Vested/Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Ending balance (in dollars per share) \| $ / shares	$ 28.20
Performance-Based Restricted Stock Units
Number of Awards
Beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	99,289
Vested/Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Ending balance (in shares) \| shares	99,289
Weighted Average Fair Value at Grant Date
Beginning balance (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	33.44
Vested/Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Ending balance (in dollars per share) \| $ / shares	$ 33.44

Share-Based Compensation - Unrecognized Share-based Compensation Expense (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total unrecognized share-based compensation expense	$ 8,666
Weighted Average Amortization Period	3 years 2 months 19 days
Time-Based Restricted Stock Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unrecognized expense, restricted stock	$ 2,719
Weighted Average Amortization Period	3 years 2 months 4 days
Stock Options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unrecognized expense, stock options	$ 2,903
Weighted Average Amortization Period	3 years 9 months
Performance-Based Restricted Stock Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unrecognized expense, restricted stock	$ 3,044
Weighted Average Amortization Period	2 years 9 months

Net Income per Share - Summary of Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Numerator
Net income	$ 12,862	$ 8,172
Preferred distribution to redeemable convertible Series C preferred units	0	(40,475)
Accretion to redemption value of redeemable convertible Series C preferred units	0	47,537
Net income attributable to common stockholders	$ 12,862	$ 15,234
Denominator
Weighted average common shares (in shares)	126,803,096	37,631,052
Basic net income per share attributable to common stockholders (in dollars per share)	$ 0.10	$ 0.40
Numerator
Net income	$ 12,862	$ 8,172
Denominator
Basic weighted average common shares (in shares)	126,803,096	37,631,052
Dilutive effect of outstanding Time-Based Restricted Stock Units	34,736	0
Dilutive effect of retroactively restated redeemable convertible Series C preferred units	0	14,278,603
Diluted weighted average common shares (in shares)	126,837,832	51,909,655
Diluted net income per share attributable to common stockholders (in dollars per share)	$ 0.10	$ 0.16

Net Income per Share - Summary of Antidilutive Securities Excluded from Computation Of Earnings Per Share (Detail) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	299,053,000	0
Unvested Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	199,764,000	0
Unvested Performance-Based Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	99,289,000	0

Net Income per Share - Additional Information (Details)	Apr. 06, 2021 shares
Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Common stock repurchased (in shares)	612,745

Fair Value of Financial Instruments - Summary of Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Liabilities:
Debt at fair value	$ 173,337	$ 157,747
Total	173,337	157,747
Level 1
Liabilities:
Debt at fair value	0	0
Total	0	0
Level 2
Liabilities:
Debt at fair value	173,337	157,747
Total	173,337	157,747
Level 3
Liabilities:
Debt at fair value	0	0
Total	$ 0	$ 0

Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 4,470,000	$ 11,000.0
Effective income tax rate reconciliation, percent	25.80%	0.10%

- Definition

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

+ References + Details

Related Party Transactions - Additional Information (Detail) - USD ($)	Mar. 31, 2021	Mar. 25, 2020
Related Party Transactions [Abstract]
Related party receivables	$ 0	$ 6,000,000.0

Tax Receivable Agreement - Additional Information (Detail) - Tax Receivable Agreement - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percent of net cash savings payable	85.00%
Percent of cash savings retain the benefit	15.00%
Deferred tax liabilities	$ 92.4	$ 92.4

Subsequent Events - Additional Information (Detail) - Subsequent Event - USD ($) $ / shares in Units, $ in Millions	Apr. 09, 2021	Apr. 06, 2021
Subsequent Event [Line Items]
Common stock repurchased (in shares)		612,745
Common stock repurchased		$ 20.0
Percentage of tax benefit payments	40.00%
Tax receivable agreement, termination payment right	$ 36.9
Tax receivable agreement, expected cost	$ 92.4
Public Stock Offering
Subsequent Event [Line Items]
Sale of stock, maximum shares authorized (in shares)		9,000,000
Sale of stock, price per share (in dollars per share)		$ 34.00
Over-Allotment Option
Subsequent Event [Line Items]
Sale of stock, maximum shares authorized (in shares)		1,350,000
Sale of stock, over-allotment purchase period		30 days

Share-Based Compensation - Stock Options and Restricted Stock Award Activity (Details)	3 Months Ended
	Mar. 31, 2021 $ / shares shares
Number of Awards
Beginning balance (in shares) \| shares	199,764
Granted (in shares) \| shares	0
Vested/Exercised (in shares) \| shares	0
Forfeitures (in shares) \| shares	0
Ending balance (in shares) \| shares	199,764
Weighted Average Exercise Price
Beginning balance (in dollars per share) \| $ / shares	$ 33.56
Granted (in dollars per share) \| $ / shares	0
Vested/Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Ending balance (in dollars per share) \| $ / shares	$ 33.56
Time-Based Restricted Stock Units
Number of Awards
Beginning balance (in shares) \| shares	109,920
Granted (in shares) \| shares	0
Vested/Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Ending balance (in shares) \| shares	109,920
Weighted Average Fair Value at Grant Date
Beginning balance (in dollars per share) \| $ / shares	$ 28.20
Granted (in dollars per share) \| $ / shares	0
Vested/Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Ending balance (in dollars per share) \| $ / shares	$ 28.20
Performance-Based Restricted Stock Units
Number of Awards
Beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	99,289
Vested/Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Ending balance (in shares) \| shares	99,289
Weighted Average Fair Value at Grant Date
Beginning balance (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	33.44
Vested/Exercised (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Ending balance (in dollars per share) \| $ / shares	$ 33.44