0001628280-22-004299 | 10-K | XBRL Viewer

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Description of Business, Background and Nature of Operations	12 Months Ended
	Dec. 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, 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. Lenders Protection Program (“LPP”), our flagship product, is an automotive lending program designed to underwrite default insurance on loans made to near-prime and non-prime borrowers. LPP is a Software as a Service platform that facilitates loan decision making and automated underwriting by third-party lenders and the issuance of credit default insurance through third-party insurance providers. We have one-way exclusivity agreements in place with insurance carriers who provide default insurance to automotive lenders on individual automotive loans processed through LPP, which underwrites the risk on each loan application. The insurance carriers issue default insurance to our customers. Profit share is derived from the Company’s agency relationship with third-party insurance providers whereby it facilitates the underwriting and issuance of credit default insurance for its lender customers through the contracted third-party insurance providers. For the insurance policies issued through the Company’s program, the Company provides adjudication services for insurance claims on the third-party insurer’s policies for auto loans processed through LPP. Nebula Acquisition Corporation (“Nebula”), the Company’s 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.” 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.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net income (loss)	$ 146,082	$ (97,564)	$ 62,544
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Share-based compensation	3,815	2,828	1,984
Depreciation and amortization	1,122	1,768	105
Non-cash operating lease cost	544	0	0
Gain on extinguishment of tax receivable agreement	(55,422)	0	0
Loss on extinguishment of debt	8,778	0	0
Deferred income taxes	20,055	4,734	0
Change in fair value of contingent consideration	0	131,932	0
Non-cash interest expense	0	0	92
Changes in assets & liabilities
Accounts receivable, net	(2,181)	(585)	(1,829)
Contract assets, net	(23,763)	(26,391)	(21,714)
Operating lease right-of-use assets	0	(548)	0
Prepaid expenses	(606)	(313)	(830)
Other current and non-current assets	(514)	(1,431)	(481)
Accounts payable	(2,157)	2,105	583
Accrued expenses	693	1,027	896
Income tax payable/receivable	(450)	1,640	0
Operating lease liabilities	(364)	(280)	0
Third-party claims administration liability	459	409	293
Other current and noncurrent liabilities	(935)	5,309	119
Net cash provided by operating activities	95,156	24,640	41,762
Cash flows from investing activities
Purchase of property and equipment	(1,987)	(1,196)	(99)
Net cash used in investing activities	(1,987)	(1,196)	(99)
Cash flows from financing activities
Proceeds from term loans	125,000	170,000	0
Proceeds from revolving facility	50,000	0	0
Payments on term loans	(169,191)	(6,521)	(2,500)
Payments on revolving facility	(25,000)	0	0
Payment of deferred financing costs	(1,669)	(10,061)	0
Share repurchase	(20,000)	(37,500)	0
Settlement of tax receivable agreement	(36,948)	0	0
Distributions to Open Lending, LLC unitholders	0	(135,598)	(42,401)
Proceeds from stock warrant exercises	0	105,349	0
Recapitalization transaction, net of transaction costs	0	(14,863)	0
Net cash (used in) provided by financing activities	(77,808)	70,806	(44,901)
Net change in cash and cash equivalents and restricted cash	15,361	94,250	(3,238)
Cash and cash equivalents and restricted cash at the beginning of the year	104,148	9,898	13,136
Cash and cash equivalents and restricted cash at the end of the year	119,509	104,148	9,898
Supplemental disclosure of cash flow information:
Interest paid	5,243	10,444	320
Income tax paid (refunded), net	25,280	144	(40)
Property and equipment accrued but not paid	24	0	0
Right of use assets obtained in exchange for lease obligations	0	5,362	0
Non-cash investing and financing:
Change in fair value of redeemable convertible Series C preferred units	0	(47,537)	163,425
Conversion of preferred stock to common stock	$ 0	$ 257,406	$ 0

Stockholders' Equity (Deficit) (Tables)

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Schedule of Preferred Units

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


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

Dividends Declared

The distributions declared and paid by the Board of Directors to the preferred unitholders in 2020 and 2019 are provided in the table below.


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

Share-Based Compensation - Unrecognized Share-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total unrecognized share-based compensation expense		$ 11,425
Weighted Average Amortization Period	2 years 10 months 9 days
Time-Based Restricted Stock Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unrecognized expense, restricted stock		6,953
Weighted Average Amortization Period	3 years 1 month 2 days
Stock Options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unrecognized expense, stock options		2,252
Weighted Average Amortization Period	3 years
Performance-Based Restricted Stock Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Unrecognized expense, restricted stock		$ 2,220
Weighted Average Amortization Period	2 years

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 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, net of deferred financing costs at December 31, 2021 and 2020:


	Carrying value		Fair value measurement at December 31, 2021
			Level 1		Level 2		Level 3
	(in thousands)
Liabilities:
Debt at fair value	$	146,260	$	—	$	146,260	$	—
Total	$	146,260	$	—	$	146,260	$	—


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

Contingent Consideration - Additional Information (Detail) $ / shares in Units, $ in Thousands						3 Months Ended	7 Months Ended	12 Months Ended
	Aug. 11, 2020 day $ / shares shares	Jul. 15, 2020 day $ / shares shares	Jul. 14, 2020 $ / shares shares	Jul. 10, 2020 day $ / shares shares	Jun. 10, 2020 USD ($) day $ / shares shares	Sep. 30, 2020 shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($) $ / shares	Jun. 11, 2020 $ / shares
Contingent Consideration [Line Items]
Common stock, shares issued or released (in shares) \| shares						27,187,500
Common stock, par value (in dollars per share) \| $ / shares							$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Business combination, contingent consideration, liability, noncurrent \| $					$ 347,100
Change in fair value of contingent consideration \| $							$ 131,932	$ 0	$ 131,932	$ 0
Reclassification of contingent consideration shares to equity \| $							(479,021)
Common Stock
Contingent Consideration [Line Items]
Reclassification of contingent consideration shares to equity \| $									300
Additional Paid-in Capital
Contingent Consideration [Line Items]
Contingent consideration classified as equity, fair value disclosure \| $							$ 478,700		$ 478,700
Nebula Holdings LLC
Contingent Consideration [Line Items]
Number of shares issued in transaction (in shares) \| shares				7,500,000
Business combination, number of shares issued (in shares) \| shares					51,909,655
Nebula Holdings LLC \| Contingency Consideration
Contingent Consideration [Line Items]
Number of shares issued in transaction (in shares) \| shares		7,500,000			7,500,000
Business combination, number of shares issued (in shares) \| shares					22,500,000
Business combination, contingent consideration, milestone period					42 months
Nebula Holdings LLC \| Earnout Consideration
Contingent Consideration [Line Items]
Number of shares issued in transaction (in shares) \| shares	7,500,000	625,000		625,000	625,000
Business combination, number of shares issued (in shares) \| shares					22,500,000
Business combination, contingent consideration, milestone period					30 months
Contingency consideration shares (in shares) \| shares					1,250,000
Nebula Holdings LLC \| Stock Triggering Price 1 \| Contingency Consideration
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares				$ 12.00	$ 12.00
Business combination, consecutive threshold trading days				20	20
Business combination, threshold trading days				30	30
Business combination, period after the closing date					24 months
Nebula Holdings LLC \| Stock Triggering Price 1 \| Earnout Consideration
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares					$ 12.00
Business combination, consecutive threshold trading days					20
Business combination, threshold trading days					30
Business combination, period after the closing date					24 months
Nebula Holdings LLC \| Stock Triggering Price 2 \| Contingency Consideration
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares		$ 14.00			$ 14.00
Business combination, consecutive threshold trading days		20			20
Business combination, threshold trading days		30			30
Business combination, period after the closing date					30 months
Nebula Holdings LLC \| Stock Triggering Price 2 \| Earnout Consideration
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares					$ 14.00
Business combination, consecutive threshold trading days					20
Business combination, threshold trading days					30
Business combination, period after the closing date					30 months
Nebula Holdings LLC \| Stock Triggering Price 3 \| Contingency Consideration
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares					$ 16.00
Business combination, consecutive threshold trading days					20
Business combination, threshold trading days					30
Business combination, period after the closing date					42 months
Nebula Holdings LLC \| Stock Triggering Price 3 \| Earnout Consideration
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares	$ 16.00
Business combination, consecutive threshold trading days	20
Business combination, threshold trading days	30
Lock Up Shares
Contingent Consideration [Line Items]
Number of shares issued in transaction (in shares) \| shares			3,437,500
Lock Up Shares \| Stock Triggering Price 1
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares			$ 12.00
Lock Up Shares \| Stock Triggering Price 2
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares			$ 14.00
Lock Up Shares \| Nebula Holdings LLC
Contingent Consideration [Line Items]
Number of shares issued in transaction (in shares) \| shares					3,437,500
Business combination, consecutive threshold trading days					20
Business combination, threshold trading days					30
Business combination, period after the closing date					7 years
Lock Up Shares \| Nebula Holdings LLC \| Stock Triggering Price 1
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares					$ 12.00
Lock Up Shares \| Nebula Holdings LLC \| Stock Triggering Price 2
Contingent Consideration [Line Items]
Stock trading price (in dollars per share) \| $ / shares					$ 14.00

Tax Receivable Agreement - Additional Information (Detail) - USD ($) $ in Thousands			12 Months Ended
	Apr. 12, 2021	Apr. 09, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts, Notes, Loans and Financing Receivable [Line Items]
Tax receivable agreement liability			$ 0	$ 92,369
Gain on extinguishment of tax receivable agreement			$ 55,422	0	$ 0
Tax Receivable Agreement
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%
Tax receivable agreement liability				92,400
Percentage of tax benefit payments		40.00%
Tax receivable agreement, termination payment right		$ 36,900
Tax receivable agreement, expected cost		$ 92,400
Gain on extinguishment of tax receivable agreement	$ 55,400
Other noncash income (expense)				$ (4,300)

Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The following table provides a summary of the Company’s debt as of the dates indicated:


	December 31,
	2021		2020
	(in thousands)
Revolving Facility, matures in 2026	$	25,000	$	—
Term Loan due 2026	122,656		—
Term Loan due 2027	—		166,813
Less: unamortized deferred financing costs	(1,396)		(9,066)
Total debt	146,260		157,747
Less: current portion of debt	(3,125)		(4,888)
Total long-term debt, net of deferred financing costs	$	143,135	$	152,859

Schedule of Maturities of Long-term Debt

Principal maturities of debt outstanding as of December 31, 2021 are as follows:


	(in thousands)
2022	$	3,125
2023	5,469
2024	6,250
2025	6,250
2026	126,562

Total	$	147,656

- 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.

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+ Details

Debt - Narrative (Details)			1 Months Ended	12 Months Ended
Debt - Narrative (Details)	Mar. 19, 2021 USD ($)	Mar. 11, 2020 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Loss on extinguishment of debt				$ 8,778,000	$ 0	$ 0
Long-term debt, gross				147,656,000
Debt issuance costs, net				$ 1,396,000	9,066,000
New Credit Agreement
Debt Instrument [Line Items]
Repayments of debt			$ 25,000,000
Debt issuance costs, net	$ 1,700,000
Debt, weighted average interest rate				2.15%
Maximum total net leverage ratio	3.5
Decreased maximum total net leverage ratio	3.0
Minimum fixed charge coverage ratio	1.25
New Credit Agreement \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				0.099%
Debt instrument, margin rate				1.75%
New Credit Agreement \| London Interbank Offered Rate (LIBOR) \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.75%
New Credit Agreement \| London Interbank Offered Rate (LIBOR) \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.50%
New Credit Agreement \| Base Rate \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.75%
New Credit Agreement \| Base Rate \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.50%
Medium-term Notes
Debt Instrument [Line Items]
Principal amount		$ 170,000,000
Debt instrument, LIBOR floor rate		1.00%
Medium-term Notes \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		6.50%
Medium-term Notes \| Term Loan due 2026
Debt Instrument [Line Items]
Long-term debt, gross	$ 125,000,000			$ 122,656,000	0
Debt issuance costs, net	1,200,000
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross				25,000,000	$ 0
Line of credit facility, maximum borrowing capacity	50,000,000
Line of credit facility, remaining borrowing capacity				$ 25,000,000
Line of credit facility, unused capacity, commitment fee percentage				0.20%
Debt issuance costs, net	500,000
Line of Credit \| Letter of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 10,000,000
Line of Credit \| New Credit Agreement \| Minimum
Debt Instrument [Line Items]
Line of credit facility, commitment fee percentage	0.20%
Line of Credit \| New Credit Agreement \| Maximum
Debt Instrument [Line Items]
Line of credit facility, commitment fee percentage	0.275%

Contract Assets - Summary Of Contract Assets (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Contract With Customer, Asset [Roll Forward]
Beginning balance	$ 89,342	$ 62,951
Increase of contract assets due to new business generation	184,755	110,532
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	30,891	(1,640)
Receivables transferred from contract assets upon billing the lending institutions	(74,808)	(43,661)
Payments received from insurance carriers	(117,037)	(38,840)
Provision for expected credit losses	(187)
Ending balance	112,956	89,342
Profit Share
Contract With Customer, Asset [Roll Forward]
Beginning balance	83,177	57,367
Increase of contract assets due to new business generation	102,324	62,032
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	30,891	(1,640)
Receivables transferred from contract assets upon billing the lending institutions	0	0
Payments received from insurance carriers	(110,732)	(34,582)
Provision for expected credit losses	(174)
Ending balance	105,486	83,177
TPA Fee
Contract With Customer, Asset [Roll Forward]
Beginning balance	822	575
Increase of contract assets due to new business generation	6,801	4,505
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	0	0
Receivables transferred from contract assets upon billing the lending institutions	0	0
Payments received from insurance carriers	(6,305)	(4,258)
Provision for expected credit losses	(2)
Ending balance	1,316	822
Program Fee
Contract With Customer, Asset [Roll Forward]
Beginning balance	5,343	5,009
Increase of contract assets due to new business generation	75,630	43,995
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	0	0
Receivables transferred from contract assets upon billing the lending institutions	(74,808)	(43,661)
Payments received from insurance carriers	0	0
Provision for expected credit losses	(11)
Ending balance	$ 6,154	$ 5,343

Contract Assets

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Contract Assets

Changes in the Company’s contract assets primarily result from the timing difference between the satisfaction of its performance obligation and the customer’s payment. The Company fulfills its obligation under a contract with a customer by transferring services in exchange for consideration from the customer. The Company recognizes contract assets when it transfers services to a customer, recognizes revenue for amounts not yet billed, and the right to consideration is conditional on something other than the passage of time. Accounts receivable are recorded when the customer has been billed or the right to consideration is unconditional.

For performance obligations satisfied in previous periods, the Company evaluates and updates its profit share revenue forecast on a quarterly basis and adjusts contract assets accordingly. In 2021 and 2020, contract asset adjustments attributable to profit share revenue forecast adjustments were $30.9 million and $(1.6) million, respectively.

Contract assets balances 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, 2019	$	57,367	$	575	$	5,009	$	62,951
Increase of contract assets due to new business generation	62,032		4,505		43,995		110,532
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	(1,640)		—		—		(1,640)
Receivables transferred from contract assets upon billing the lending institutions	—		—		(43,661)		(43,661)
Payments received from insurance carriers	(34,582)		(4,258)		—		(38,840)
Ending balance as of December 31, 2020	83,177		822		5,343		89,342
Increase of contract assets due to new business generation	102,324		6,801		75,630		184,755
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	30,891		—		—		30,891
Receivables transferred from contract assets upon billing the lending institutions	—		—		(74,808)		(74,808)
Payments received from insurance carriers	(110,732)		(6,305)		—		(117,037)
Provision for expected credit losses	(174)		(2)		(11)		(187)
Ending balance as of December 31, 2021	$	105,486	$	1,316	$	6,154	$	112,956

As of December 31, 2021 and 2020, the Company’s contract assets consisted of $70.5 million and $50.4 million, respectively, as the portion estimated to be received within one year, and $42.4 million and $39.0 million, respectively, in the non-current portion to be received beyond one year.

Contract Costs

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

- 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=123351226&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=123351226&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=123351226&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=123351226&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=123351226&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=123351226&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=123351226&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=123351226&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=123351226&loc=SL49130554-203045

+ Details

Share-Based Compensation - Share-based Compensation Expense Allocated to Income Statement Location (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 3,815	$ 2,828	$ 1,984
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	3,102	2,578	1,798
Selling and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	366	81	62
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	217	46	24
Cost of services
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 130	$ 123	$ 100

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Revision of Prior Period, Adjustment	Earn-Out Shares Contingent Consideration	Lock-Up Shares Contingent Consideration	Cumulative Effect, Period of Adoption, Adjusted Balance	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Common Stock Revision of Prior Period, Adjustment	Common Stock Earn-Out Shares Contingent Consideration	Common Stock Lock-Up Shares Contingent Consideration	Common Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Additional Paid-in Capital	Additional Paid-in Capital Revision of Prior Period, Adjustment	Additional Paid-in Capital Earn-Out Shares Contingent Consideration	Additional Paid-in Capital Lock-Up Shares Contingent Consideration	Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjusted Balance	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjusted Balance	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Treasury Stock	Treasury Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Redeemable Convertible Series C Preferred	Redeemable Convertible Series C Preferred Revision of Prior Period, Adjustment	Redeemable Convertible Series C Preferred Cumulative Effect, Period of Adoption, Adjusted Balance	Common Units	Common Units Revision of Prior Period, 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 Revision of Prior Period, 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, 2018																						21,906,852	7,628,249	14,278,603	22,073,571	22,073,571	0
Beginning balance, redeemable convertible at Dec. 31, 2018																						$ 141,518		$ 141,518	$ 3,011	$ 3,011	$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Fair value adjustment of redemption option	$ 163,425																					$ 163,425
Ending balance, redeemable convertible (in units) at Dec. 31, 2019																						21,906,852			0
Ending balance, redeemable convertible at Dec. 31, 2019																						$ 304,943			$ 0
Beginning balance (in shares) at Dec. 31, 2018							0	37,631,052			37,631,052									0	0							29,058,266	29,058,266	0
Beginning balance at Dec. 31, 2018	(133,792)	$ 0			$ (133,792)	$ 32,768	$ 0	$ 376			$ 376	$ 2,529	$ 3,113			$ 5,642	$ (139,810)	$ (139,810)	$ 32,768	$ 0	$ 0							$ 478	$ 478	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value adjustment of redemption option	(163,425)																(163,425)
Distribution to Open Lending, LLC unitholders	(34,858)																(34,858)
Share-based compensation	1,984											1,984
Net income (loss)	62,544																62,544
Ending balance (in shares) at Dec. 31, 2019							37,631,052													0								0
Ending balance at Dec. 31, 2019	$ (234,779)						$ 376					7,626					(242,781)			$ 0								$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible List]	Accounting Standards Update 2014-09 [Member]
Fair value adjustment of redemption option	$ (47,537)																					$ (47,537)
Recapitalization transaction, net of transaction costs (in units)																						(14,278,603)
Recapitalization transaction, net of transaction costs																						$ (257,406)
Ending balance, redeemable convertible (in units) at Dec. 31, 2020																						0			0
Ending balance, redeemable convertible at Dec. 31, 2020																						$ 0			$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value adjustment of redemption option	47,537																47,537
Distribution to Open Lending, LLC unitholders	(135,598)																(135,598)
Recapitalization transaction, net of transaction costs (in shares)							54,218,857
Recapitalization transaction, net of transaction costs	242,543						$ 542					242,001
Change in deferred tax asset	1,874											1,874
Fair value of contingent consideration at June 10, 2020	(347,089)											(347,089)
Share-based compensation	2,828											2,828
Stock warrant exercise (in shares)							9,160,776
Stock warrant exercise	105,349						$ 92					105,257
Stock issued during period, acquisitions (in shares)									23,750,000	3,437,500
Stock issued during period, acquisitions			$ 419,844	$ 59,177					$ 238	$ 34				$ 419,606	$ 59,143
Shares repurchase (in shares)																				(1,395,089)
Share repurchase	(37,500)																			$ (37,500)
Net income (loss)	(97,564)																(97,564)
Ending balance (in shares) at Dec. 31, 2020							128,198,185													1,395,089								0
Ending balance at Dec. 31, 2020	26,622					$ (115)	$ 1,282					491,246					(428,406)		$ (115)	$ (37,500)								$ 0
Increase (Decrease) in Temporary Equity [Roll Forward]
Fair value adjustment of redemption option	0
Ending balance, redeemable convertible (in units) at Dec. 31, 2021																						0			0
Ending balance, redeemable convertible at Dec. 31, 2021																						$ 0			$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in deferred tax asset	2,836											2,836
Share-based compensation	3,815											3,815
Shares repurchase (in shares)																				(612,745)
Share repurchase	(20,000)																			$ (20,000)
Restricted stock units issued, net of shares withheld for taxes (in shares)																				22,525
Restricted stock units issued, net of shares withheld for taxes	(258)											(914)								$ 656
Net income (loss)	146,082																146,082
Ending balance (in shares) at Dec. 31, 2021							128,198,185													1,985,309								0
Ending balance at Dec. 31, 2021	$ 158,982						$ 1,282					$ 496,983					$ (282,439)			$ (56,844)								$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible List]	Accounting Standards Update 2016-13

Business Combination - Additional Information (Details) - 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

Commitment and Contingencies - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Operating lease expense	$ 953	$ 640
Variable lease payment	455	289
Total lease expense	$ 1,408	$ 929

Share-Based Compensation (Tables)

12 Months Ended

Dec. 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:


	Year Ended December 31,
	2021		2020		2019
	(in thousands)
Time-Based Restricted Stock Units	$	1,934	$	148	$	—
Performance-Based Restricted Stock Units	1,122		—		—
Stock Options	759		5		—
Class B Common Units	—		2,675		1,984
Total share-based compensation expense	$	3,815	$	2,828	$	1,984

During the years ended December 31, 2021, 2020 and 2019, 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 unitholders in the accompanying consolidated statements of operations and comprehensive income (loss) as follows:


	Year Ended December 31,
	2021		2020		2019
	(in thousands)
General and administrative	$	3,102	$	2,578	$	1,798
Selling and marketing	366		81		62
Research and development	217		46		24
Cost of services	130		123		100
Total	$	3,815	$	2,828	$	1,984

The following table reflects the future stock-based compensation expense to be recorded for the share-based compensation awards that were outstanding at December 31, 2021 was as follows:


	Unrecognized Expense		Weighted Average Amortization Period
	(in thousands)
Time-Based Restricted Stock Units	$	6,953	3.09
Stock Options	2,252		3.00
Performance-Based Restricted Stock Units	2,220		2.00
Total unrecognized share-based compensation expense	$	11,425	2.86

Share-based Payment Arrangement, Activity

The following table summarizes the RSU activity for the year end December 31, 2021:


	Time-Based Restricted Stock Units
	Number of Awards	Weighted Average Fair Value at Grant Date
Unvested as of December 31, 2020	109,920	$	28.20
Granted	153,594	38.72
Vested	(31,889)	28.20

Unvested as of December 31, 2021	231,625	$	35.17

The following table summarizes the PSU activity for the year ended December 31, 2021:


	Performance-Based Restricted Stock Units
	Number of Awards	Weighted Average Fair Value at Grant Date
Unvested as of December 31, 2020	—	$	—
Granted	99,289	33.44


Unvested as of December 31, 2021	99,289	$	33.44

Share-based Payment Arrangement, Option, Activity

The following table summarizes the stock option activity for the year end December 31, 2021:


	Stock Options
	Number of Awards	Weighted Average Exercise Price		Weighted Average Contractual Term (Years)
Outstanding as of December 31, 2020	199,764	$	33.56
Forfeited	(5,416)	33.56
Outstanding as of December 31, 2021	194,348	$	33.56	8.98

Exercisable at December 31, 2021	48,946	$	33.56	8.91

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

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


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

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

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

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

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

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

Contract Assets (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Summary of Contract Assets

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


	Contract Assets
	Profit Share		TPA Fee		Program Fee		Total
	(in thousands)
Ending balance as of December 31, 2019	$	57,367	$	575	$	5,009	$	62,951
Increase of contract assets due to new business generation	62,032		4,505		43,995		110,532
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	(1,640)		—		—		(1,640)
Receivables transferred from contract assets upon billing the lending institutions	—		—		(43,661)		(43,661)
Payments received from insurance carriers	(34,582)		(4,258)		—		(38,840)
Ending balance as of December 31, 2020	83,177		822		5,343		89,342
Increase of contract assets due to new business generation	102,324		6,801		75,630		184,755
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	30,891		—		—		30,891
Receivables transferred from contract assets upon billing the lending institutions	—		—		(74,808)		(74,808)
Payments received from insurance carriers	(110,732)		(6,305)		—		(117,037)
Provision for expected credit losses	(174)		(2)		(11)		(187)
Ending balance as of December 31, 2021	$	105,486	$	1,316	$	6,154	$	112,956

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

Debt - Schedule of Long-term Debt Instruments (Detail) - USD ($)	Dec. 31, 2021	Mar. 19, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Long-term debt, gross	$ 147,656,000
Less: unamortized deferred financing costs	(1,396,000)		$ (9,066,000)
Total debt	146,260,000		157,747,000
Less: current portion of debt	(3,125,000)		(4,888,000)
Total long-term debt, net of deferred financing costs	143,135,000		152,859,000
Medium-term Notes \| Term Loan due 2026
Debt Instrument [Line Items]
Long-term debt, gross	122,656,000	$ 125,000,000	0
Less: unamortized deferred financing costs		(1,200,000)
Medium-term Notes \| Term Loan due 2027
Debt Instrument [Line Items]
Long-term debt, gross	0		166,813,000
Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Long-term debt, gross	$ 25,000,000		$ 0
Less: unamortized deferred financing costs		$ (500,000)

Retirement Plan	12 Months Ended
Retirement Plan	Dec. 31, 2021
Retirement Benefits [Abstract]
Retirement Plan	Retirement PlanThe Company has a 401(k)-profit sharing plan (the “401(k) Plan”) for the benefit of all employees who have attained the age of 21 years old and have completed 60 days of service. Eligible employees may contribute to the 401(k) Plan subject to certain limitations. Under the provisions of the 401(k) Plan, the Company will make a safe harbor non-elective contribution equal to 3% of each participant’s compensation and may make discretionary matching contributions, as well as profit sharing contributions, as determined by management. The Company made profit sharing contributions of $33.6 thousand in 2019. There were no such contributions made in 2021 and 2020. The Company made safe harbor non-elective contributions of $0.5 million, $0.4 million and $0.3 million to the 401(k) Plan during the years ended December 31, 2021, 2020 and 2019, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
-Section 55
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921

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+ Details

Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands				12 Months Ended
	Apr. 09, 2021	Apr. 06, 2021	Dec. 07, 2020	Dec. 31, 2021	Dec. 31, 2020	Mar. 25, 2020
Related Party Transaction [Line Items]
Shares repurchased (in shares)		612,745	1,395,089
Stock repurchased during period		$ 20,000	$ 37,500	$ 20,000	$ 37,500
Tax Receivable Agreement
Related Party Transaction [Line Items]
Tax receivable agreement, termination payment right	$ 36,900
Affiliated Entity \| Tax Receivable Agreement
Related Party Transaction [Line Items]
Tax receivable agreement, termination payment right				$ 18,500
Chief Executive Officer
Related Party Transaction [Line Items]
Related party receivables						$ 6,000

- Definition

For an unclassified balance sheet, amounts due from related parties including affiliates, employees, joint ventures, officers and stockholders, immediate families thereof, and pension funds.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
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-Paragraph 1
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+ Details

Business Combination

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Business Combination

On June 10, 2020, Nebula consummated a business combination with Open Lending, LLC pursuant to the Business Combination Agreement. Pursuant to ASC 805, for financial accounting and reporting purposes, Open Lending, LLC was deemed the accounting acquirer and Nebula was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of Open Lending, LLC issuing equity for the net assets of Nebula, accompanied by a recapitalization. Under this method of accounting, the consolidated financial statements of Open Lending, LLC are the historical financial statements of Open Lending Corporation. The net assets of Nebula were stated at historical costs, with no goodwill or other intangible assets recorded in accordance with U.S. GAAP, and are consolidated with Open Lending, LLC’s financial statements on the Closing Date. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement.

As a result of the Business Combination, Open Lending, LLC’s unitholders received aggregate consideration of approximately $1.0 billion, which consists of (i) $328.8 million in cash at the closing of the Business Combination, net of transaction expenses, (ii) $135.0 million in cash distribution from debt issued in March 2020, and (iii) 51,909,655 shares of common stock valued at $10.00 per share, totaling $519.1 million. In addition, Open Lending, LLC’s unitholders were entitled to receive additional contingent consideration of up to an aggregate of 22,500,000 shares if the price of the Company’s common stock trading on the Nasdaq meets certain thresholds following the Business Combination. All contingent consideration shares were issued or released during the three months ended September 30, 2020. See Note 6—Contingent Consideration for additional information.

In connection with the Business Combination, the Company incurred direct and incremental costs of approximately $55.5 million related to the equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in capital as a reduction of proceeds. In addition, the Company incurred $9.1 million in transaction bonuses paid to key employees and directors and $2.2 million in non-cash share-based compensation expense due to the accelerated vesting of Open Lending, LLC’s legacy share-based compensation plan. The transaction bonuses and the accelerated share-based compensation expense are included in general and administrative expense on the Company’s consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2020. See Note 8—Share-Based Compensation for additional information.Contingent Consideration

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

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

Founders Shares Subject to Transfer Restrictions

Immediately following the consummation of the Business Combination, 3,437,500 shares of common stock issued and outstanding held by Nebula Holdings, LLC and its affiliates were subject to transfer restrictions (the “Lock-up Shares”). The holder of the Lock-up Shares could not sell, transfer or otherwise dispose of their respective shares until the respective lock-up provisions were achieved as described further below. The Lock-up Shares had full ownership rights including the right to vote and receive dividends and other distributions thereon. The Lock-up Shares would be released from the transfer restrictions upon achieving certain market share price milestones as follows:

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

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

Contingently Issuable Shares

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

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

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

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

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

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

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

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

Settlement of Contingent Consideration

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

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

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

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


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

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

Contingent Consideration (Tables)

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Schedule of Business Acquisitions by Acquisition, Contingent Consideration

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


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

Fair Value of Financial Instruments - Summary of Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Liabilities:
Debt at fair value	$ 146,260	$ 157,747
Total	146,260	157,747
Level 1
Liabilities:
Debt at fair value	0	0
Total	0	0
Level 2
Liabilities:
Debt at fair value	146,260	157,747
Total	146,260	157,747
Level 3
Liabilities:
Debt at fair value	0	0
Total	$ 0	$ 0

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The components of the Company’s income tax expense (benefit) attributable to operations are as follows:


	Year Ended December 31,
	2021		2020		2019
	(in thousands)
Current tax expense (benefit)
Federal	$	19,537	$	1,234	$	—
State	5,494		605		(30)
Deferred tax expense (benefit)
Federal	16,098		7,463		—
State	3,957		(2,729)		—
Income tax expense (benefit)	$	45,086	$	6,573	$	(30)

Schedule of Effective Income Tax Rate Reconciliation

The Company’s income tax expense (benefit) attributable to operations differs from the expected tax benefit amount computed by applying the statutory federal income tax rate to income before taxes is as follows:


	Year Ended December 31,
	2021		2020		2019
Income tax at the statutory rate	21.0	%	21.0	%	21.0	%
State income taxes	3.7	%	1.9	%	(0.1)	%
Income not subject to federal taxes	—	%	—	%	(21.0)	%

Gain on extinguishment of TRA	(1.0)	%	—	%	—	%
Contingent consideration	—	%	(30.5)	%	—	%
Other	(0.1)	%	0.4	%	—	%


Income tax expense (benefit) effective rate	23.6	%	(7.2)	%	(0.1)	%

Schedule of Deferred Tax Assets and Liabilities

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


	Year Ended December 31,
	2021		2020
	(in thousands)
Deferred tax assets
Amortizable intangible assets	$	88,705	$	103,247
Operating lease liability	1,313		1,394
Accrued expenses	307		190
Property and equipment	—		24
Other	131		56
Total deferred tax assets	$	90,456	$	104,911
Deferred tax liabilities
Contract assets	(22,923)		(18,218)
Operating lease asset	(1,326)		(1,453)
Property and equipment	(694)		—
Other	(10)		(22)
Total deferred tax liabilities	$	(24,953)	$	(19,693)
Deferred tax asset, net	$	65,503	$	85,218

*Certain prior year deferred tax component amounts have been reclassified to conform to the current year presentation.

Summary of Income Tax Examinations

The Company’s earliest open years in its key jurisdictions are as follows:


U.S. Federal			2016
State of Illinois			2020
State of New York			2017
State of Texas			2016

Share-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%
Weighted average vesting term, simplified method, percentage	25.00%
2020 Stock Option and Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Strike price (in dollars per share)	$ 33.56
Expected life	6 years 3 months
Weighted average time to vest	2 years 6 months
Expected dividend yield	0.00%
Expected volatility rate	50.00%
Risk-free interest rate	0.55%
Weighted average option grant date fair value (in dollars per share)	$ 15.51
2020 Stock Option and Incentive Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Constant maturity treasury rate, expected term	5 years
2020 Stock Option and Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Constant maturity treasury rate, expected term	7 years

Share-Based Compensation

12 Months Ended

Dec. 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 Company common stock utilizing the exchange ratio established in the Business Combination Agreement, and the accelerated vesting of 571,983 awards resulted in $2.2 million of non-cash share-based compensation expense recorded to general and administrative expense during the year ended December 31, 2020.

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

Prior to the Closing 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 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 December 31, 2021, the shares available for issuance under the 2020 Plan are 14,208,723, which includes the 4% annual increase in 2021 less RSUs, PSUs and stock options granted under the 2020 Plan.

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


	Year Ended December 31,
	2021		2020		2019
	(in thousands)
Time-Based Restricted Stock Units	$	1,934	$	148	$	—
Performance-Based Restricted Stock Units	1,122		—		—
Stock Options	759		5		—
Class B Common Units	—		2,675		1,984
Total share-based compensation expense	$	3,815	$	2,828	$	1,984


	Year Ended December 31,
	2021		2020		2019
	(in thousands)
General and administrative	$	3,102	$	2,578	$	1,798
Selling and marketing	366		81		62
Research and development	217		46		24
Cost of services	130		123		100
Total	$	3,815	$	2,828	$	1,984

Time-Based Restricted Stock Units

RSUs represent the right to receive shares of common stock at the end of the vesting period in an amount equal to the number of RSUs that vest. RSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases providing services to the Company prior to the lapse of the restriction. The fair value used to calculate share-based compensation expense of such RSUs was determined using the closing price on the date of grant applied to the total

number of shares that were anticipated to fully vest based on schedules as set forth in the respective award agreements, generally over four years.

The following table summarizes the RSU activity for the year end December 31, 2021:


	Time-Based Restricted Stock Units
	Number of Awards	Weighted Average Fair Value at Grant Date
Unvested as of December 31, 2020	109,920	$	28.20
Granted	153,594	38.72
Vested	(31,889)	28.20

Unvested as of December 31, 2021	231,625	$	35.17

The total fair value of the RSUs that vested during 2021 was $1.1 million. There were no RSUs that vested in 2020.

Stock Options

The outstanding stock options vest, subject to the continued employment of the grantees, in equal annual installments over four years following the grant date. The contractual term for the exercisability of the stock options is ten years from the grant date.

The following table summarizes the stock option activity for the year end December 31, 2021:


	Stock Options
	Number of Awards	Weighted Average Exercise Price		Weighted Average Contractual Term (Years)
Outstanding as of December 31, 2020	199,764	$	33.56
Forfeited	(5,416)	33.56
Outstanding as of December 31, 2021	194,348	$	33.56	8.98

Exercisable at December 31, 2021	48,946	$	33.56	8.91

The intrinsic value of stock options was $0 and $0.3 million at December 31, 2021 and 2020, respectively. There were no stock options outstanding as of December 31, 2019.

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


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

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

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

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

Performance-Based Restricted Stock Units

PSUs were granted with a three-year performance period. The terms and conditions of the PSUs allow for vesting of the awards ranging between forfeiture and 100% of target. PSUs represent the right to receive shares of common stock at the end of the vesting period in an amount equal to the number of PSUs that vest. PSUs are subject to restrictions on transfer and are generally subject to a risk of forfeiture if the award recipient ceases providing services to the Company prior to the lapse of the restriction.

The following table summarizes the PSU activity for the year ended December 31, 2021:


	Performance-Based Restricted Stock Units
	Number of Awards	Weighted Average Fair Value at Grant Date
Unvested as of December 31, 2020	—	$	—
Granted	99,289	33.44


Unvested as of December 31, 2021	99,289	$	33.44

The following table reflects the future stock-based compensation expense to be recorded for the share-based compensation awards that were outstanding at December 31, 2021 was as follows:


	Unrecognized Expense		Weighted Average Amortization Period
	(in thousands)
Time-Based Restricted Stock Units	$	6,953	3.09
Stock Options	2,252		3.00
Performance-Based Restricted Stock Units	2,220		2.00
Total unrecognized share-based compensation expense	$	11,425	2.86

Commitment and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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

Operating lease ROU assets are recognized net of any lease prepayments and incentives. Operating lease expense is recognized on a straight-line basis over the lease term.

The Company has one real estate lease associated with its corporate headquarters which commenced on September 1, 2020. The lease agreement provides a 60 month lease term extension option which the Company is not reasonably certain to exercise as of December 31, 2021. The lease agreement has lease and non-lease components that are accounted for as a single lease component.

For the years ended December 31, 2021 and 2020, the Company recorded the following lease expenses:


	Year Ended December 31,
	2021		2020
	(in thousands)
Operating lease expense	$	953	$	640
Variable lease payment	455		289
Total lease expense	$	1,408	$	929

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


	Year Ended December 31,
	2021			2020
	(in thousands)
Operating cash outflows from operating leases	$	774		$	828
Operating lease ROU assets obtained in exchange for new lease liabilities	—			5,362

Weighted-average remaining lease term – operating lease (in years)	7.08			8.08
Weighted-average discount rate – operating lease	7.72		%	7.72		%

The balance of the Company’s operating lease ROU asset and operating lease liability is summarized below. The current and non-current lease liabilities are reflected in other current liabilities and non-current operating lease liabilities, respectively, on the Company’s consolidated balance sheets:


	December 31, 2021		December 31, 2020
	(in thousands)
Operating lease right-of-use asset	$	5,911	$	5,911
Accumulated amortization	(722)		(178)
Operating lease right-of-use assets, net	$	5,189	$	5,733

Current operating lease liability	$	495	$	364
Non-current operating lease liability	4,643		5,138
Total operating lease liability	$	5,138	$	5,502

The maturity of the Company’s lease liability is as follows:


	At December 31, 2021
	(in thousands)
2022	$	869
2023	894
2024	920
2025	945
2026	970
Thereafter	2,103
Total undiscounted liabilities	6,701
Less: Interest	1,563
Present value of lease liabilities	$	5,138

Contingencies

As of December 31, 2021, the Company is not involved in any claim, proceeding or litigation which may be deemed to have a material adverse effect on the Company’s consolidated financial statements taken as a whole.

Net Income (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Summary of Earnings Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the years ended December 31, 2021, 2020 and 2019:


	Year Ended December 31,
	2021		2020		2019
	(in thousands, except shares and per share data)
Basic net income (loss) per share:
Numerator
Net income (loss)	$	146,082	$	(97,564)	$	62,544
Preferred distribution to redeemable convertible Series C preferred units	—		(40,689)		(11,058)
Non-cash adjustments to redemption amount of the redeemable convertible Series C preferred units	—		47,537		(163,425)
Net income (loss) attributable to common stockholders	$	146,082	$	(90,716)	$	(111,939)
Denominator
Weighted-average common shares	126,354,597		82,908,772		37,631,052
Basic net income (loss) per share attributable to common stockholders	$	1.16	$	(1.09)	$	(2.97)

Diluted net income (loss) per share:
Numerator
Net income (loss) attributable to common stockholders	$	146,082	$	(90,716)	$	(111,939)
Denominator
Basic weighted average common shares	126,354,597		82,908,772		37,631,052
Dilutive effect of outstanding Time-Based Restricted Stock Units	35,838		—		—
Diluted weighted average common shares	126,390,435		82,908,772		37,631,052
Diluted net income (loss) per share attributable to common stockholders	$	1.16	$	(1.09)	$	(2.97)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following potentially dilutive outstanding securities for the years ended December 31, 2021, 2020 and 2019 were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods:


	Year Ended December 31,
	2021	2020	2019
Unvested and not exercised Stock Options	194,348	—	—
Unvested Time-Based Restricted Stock Units	150,000	—	—
Unvested Performance-Based Restricted Stock Units	99,289	—	—
Redeemable public warrants	—	836,474	—
Contingency consideration	—	3,018,699	—
Retroactively restated redeemable convertible Series C preferred units	—	6,281,025	14,278,603
Total	443,637	10,136,198	14,278,603

Contingent Consideration

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Contingent Consideration

Business Combination

Founders Shares Subject to Transfer Restrictions

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

Contingently Issuable Shares

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

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

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

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

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

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

Settlement of Contingent Consideration

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


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

Stockholders' Equity (Deficit)

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity (Deficit)

Stockholders’ Equity (Deficit)

On June 11, 2020, Open Lending Corporation’s common stock began trading on the Nasdaq under the symbol “LPRO.” Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company was authorized for issuance of the following shares and classes of capital stock, each with a par value of $0.01 per share: (i) 550,000,000 shares of common stock; (ii) 10,000,000 shares of preferred stock. Immediately following the Business Combination, there were 91,849,909 shares of common stock with a par value of $0.01, and 9,166,659 warrants outstanding. As discussed in Note 3 —Business Combination, the Company has retroactively adjusted the shares issued and outstanding prior to June 10, 2020 to give effect to the exchange ratio established in the Business Combination Agreement to determine the number of shares of common stock into which they were converted.

In connection to the Business Combination, on July 1, 2020, the Company filed a Registration Statement on Form S-1 to register 52,916,659 shares of common stock for the issuance of (i) up to an aggregate of 23,750,000 shares of the Company’s common stock that may be issued as earn-out consideration upon certain triggering events and (ii) 9,166,659 shares of the Company’s common stock that may be issued upon exercise of warrants to purchase common stock at an exercise price of $11.50 per share of common stock, herein referenced as public warrants.

Underwritten Public Offering

On April 6, 2021, the Company completed an underwritten public offering of 9,000,000 shares of the Company’s 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.

On December 14, 2020, the Company completed an underwritten public offering of 9,500,000 shares of the Company’s common stock at a public offering price of $28.00 per share. All shares were sold by existing stockholders, including Nebula Holdings, LLC and its affiliates, Bregal Sagemount and certain executive officers of the Company. The selling stockholders also granted the underwriters a 30-day option to purchase up to 1,425,000 additional shares of common stock. The Company did not sell any shares and did not receive any of the proceeds of the offering.

Share Repurchase

Pursuant to a Stock Repurchase Agreement, dated as of 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.

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

Common Stock

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

During the year ended December 31, 2020, the Company issued a total of 32,910,776 shares of common stock related to contingent consideration and exercised warrants, released 3,437,500 shares of common stock from lock-up restrictions, and repurchased 1,395,089 shares of common stock during its underwritten offering in December of 2020. As a result of these events, the Company’s outstanding common stock increased from 91,849,909 on the Closing Date to 126,803,096 shares, net of treasury shares, at December 31, 2020.

During the year ended December 31, 2021, the Company repurchased 612,745 shares of common stock during its underwritten public offering in April 2021 and issued 22,525 shares of common stock, net of shares withheld for taxes, related to RSUs that vested during 2021. As a result of these events, the Company’s outstanding common stock is 126,212,876 shares, net of treasury shares, at December 31, 2021.

Preferred Stock

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

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


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

The number of preferred units presented on the the Company’s consolidated balance sheets and consolidated statements of changes in stockholders’ equity (deficit) as of December 31, 2019 has been retroactively restated to reflect conversion to Open Lending Corporation’s common stock as a result of the Business Combination. The rights, preferences and privileges of both the redeemable and non-redeemable preferred units were as follows:

Voting Rights

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

Non-liquidation Distribution

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


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

Conversion

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

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

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

Redemption

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

Public Warrants

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

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

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

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

Dividend

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

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.3-04)
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 116,454	$ 101,513
Restricted cash	3,055	2,635
Accounts receivable, net	6,525	4,352
Current contract assets, net	70,542	50,386
Income tax receivable	1,345	0
Prepaid expenses	2,479	1,873
Other current assets	2,394	2,018
Total current assets	202,794	162,777
Property and equipment, net	2,663	1,201
Operating lease right-of-use assets, net	5,189	5,733
Non-current contract assets, net	42,414	38,956
Deferred tax asset, net	65,503	85,218
Other non-current assets	262	124
Total assets	318,825	294,009
Current liabilities
Accounts payable	1,285	3,442
Accrued expenses	3,984	3,033
Income tax payable	0	1,640
Current portion of debt	3,125	4,888
Third-party claims administration liability	3,050	2,591
Other current liabilities	621	1,414
Total current liabilities	12,065	17,008
Long-term debt, net of deferred financing costs	143,135	152,859
Non-current operating lease liabilities	4,643	5,138
Tax receivable agreement liability	0	92,369
Other non-current liabilities	0	13
Total liabilities	159,843	267,387
Commitments 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 126,212,876 shares outstanding as of December 31, 2021 and 128,198,185 shares issued and 126,803,096 shares outstanding as of December 31, 2020	1,282	1,282
Additional paid-in capital	496,983	491,246
Accumulated deficit	(282,439)	(428,406)
Treasury stock at cost, 1,985,309 shares at December 31, 2021, and 1,395,089 shares at December 31, 2020	(56,844)	(37,500)
Total stockholders’ equity	158,982	26,622
Total liabilities and stockholders’ equity	$ 318,825	$ 294,009

Net Income (Loss) Per Share - Summary of Antidilutive Securities Excluded from Computation Of Earnings Per Share (Detail) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	443,637,000	10,136,198,000	14,278,603,000
Unvested and not exercised Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	194,348,000	0	0
Unvested Time-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)	150,000,000	0	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	0
Redeemable public warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	836,474,000	0
Contingency consideration
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	3,018,699,000	0
Retroactively restated redeemable convertible Series C preferred units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	6,281,025,000	14,278,603,000

Commitment and Contingencies - Narrative (Details) - lease	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Number of operating leases	1
Lessee, operating lease, renewal term	60 months
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other current liabilities	Other current liabilities

Retirement Plan (Details) - USD ($)	12 Months Ended
Retirement Plan (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Defined contribution plan, minimum employee age requirement for participation	21 years
Defined contribution plan, minimum days of service required for participation	60 days
Defined contribution plan, employer matching contribution, percent of employees' gross pay	3.00%
Defined contribution plan, cost	$ 0	$ 0	$ 33,600
Defined contribution plan, employer discretionary contribution amount	$ 500,000	$ 400,000	$ 300,000

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Jun. 10, 2020
Deferred tax assets
Amortizable intangible assets	$ 88,705	$ 103,247
Operating lease liability	1,313	1,394
Accrued expenses	307	190
Property and equipment	0	24
Other	131	56
Total deferred tax assets	90,456	104,911
Deferred tax liabilities
Contract assets	(22,923)	(18,218)
Operating lease asset	(1,326)	(1,453)
Property and equipment	(694)	0
Other	(10)	(22)
Total deferred tax liabilities	(24,953)	(19,693)
Deferred tax asset, net	$ 65,503	$ 85,218	$ 89,900

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 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
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)	126,212,876	126,803,096
Treasury stock (in shares)	1,985,309	1,395,089

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue
Total revenue	$ 215,655	$ 108,892	$ 92,847
Cost of services	18,621	9,786	7,806
Gross profit	197,034	99,106	85,041
Operating expenses
General and administrative	30,393	32,584	13,774
Selling and marketing	12,000	7,841	7,482
Research and development	4,352	1,964	1,170
Operating income	150,289	56,717	62,615
Interest expense	(5,859)	(11,601)	(322)
Interest income	213	202	24
Gain on extinguishment of tax receivable agreement	55,422	0	0
Loss on extinguishment of debt	(8,778)	0	0
Change in fair value of contingent consideration	0	(131,932)	0
Other (expense) income	(119)	(4,377)	197
Income (loss) before income taxes	191,168	(90,991)	62,514
Income tax expense (benefit)	45,086	6,573	(30)
Net income (loss) and comprehensive income (loss)	146,082	(97,564)	62,544
Preferred distribution to redeemable convertible Series C preferred units	0	(40,689)	(11,058)
Accretion to redemption value of redeemable convertible Series C preferred units	0	47,537	(163,425)
Net income (loss) attributable to common stockholders	$ 146,082	$ (90,716)	$ (111,939)
Net income (loss) and comprehensive income (loss) per common share
Basic (in dollars per share)	$ 1.16	$ (1.09)	$ (2.97)
Diluted (in dollars per share)	$ 1.16	$ (1.09)	$ (2.97)
Weighted average common shares outstanding
Weighted average common shares (in shares)	126,354,597	82,908,772	37,631,052
Diluted (in shares)	126,390,435	82,908,772	37,631,052
Profit share
Revenue
Total revenue	$ 133,215	$ 60,392	$ 53,038
Program fees
Revenue
Total revenue	75,630	43,995	36,667
Claims administration and other service fees
Revenue
Total revenue	$ 6,810	$ 4,505	$ 3,142

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Pursuant to a Stock Repurchase Agreement, dated as of March 29, 2021, between Open Lending and the selling stockholders, 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. During the year ended December 31, 2021, the Company made cash payments to certain related parties totaling $18.5 million in connection with the early termination and settlement of the TRA, as discussed in Note 15—Tax Receivable Agreement. Pursuant to a Stock Repurchase Agreement, dated as of December 7, 2020, between Open Lending and the selling stockholders, as part of the underwritten public offering as described above, the Company repurchased from the selling stockholders an aggregate number of 1,395,089 shares of the Company’s common stock totaling $37.5 million, at the same per share price paid by the underwriters to the selling stockholders in the offering. On March 25, 2020, Ross Jessup, the CEO, borrowed $6.0 million from Open Lending, LLC in accordance with the promissory note in place and the loan was paid in full by Mr. Jessup on March 30, 2020, with proceeds received as result of the non-liquidating distribution paid by Open Lending, LLC to its members.

Stockholders' Equity (Deficit) - Additional Information (Detail) $ / shares in Units, $ in Thousands									1 Months Ended	12 Months Ended
	Apr. 06, 2021 USD ($) $ / shares shares	Dec. 14, 2020 $ / shares shares	Dec. 07, 2020 USD ($) shares	Aug. 11, 2020 shares	Jul. 15, 2020 shares	Jul. 10, 2020 shares	Jul. 01, 2020 $ / shares shares	Jun. 10, 2020 $ / shares shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2021 USD ($) day $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Jun. 11, 2020 $ / shares shares	Dec. 31, 2018 shares
Class of Stock [Line Items]
Common stock, par value (in dollars per share) \| $ / shares									$ 0.01	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)									550,000,000	550,000,000	550,000,000		550,000,000
Preferred stock, shares authorized (in shares)									10,000,000	10,000,000	10,000,000		10,000,000
Common stock, shares outstanding (in shares)								91,849,909	126,803,096	126,212,876	126,803,096		91,849,909
Preferred stock, par value (in dollars per share) \| $ / shares									$ 0.01	$ 0.01	$ 0.01		$ 0.01
Class of warrant or right, outstanding (in shares)													9,166,659
Shares repurchased (in shares)	612,745		1,395,089
Stock repurchased during period \| $	$ 20,000		$ 37,500							$ 20,000	$ 37,500
Treasury stock, shares, acquired (in shares)									1,395,089
Preferred stock, convertible, unit conversion threshold, percentage										80.00%
Class of warrant or right, exercised (in shares)									9,160,776		9,160,776
Proceeds from stock warrant exercises \| $										$ 0	$ 105,349	$ 0
Public Stock Offering
Class of Stock [Line Items]
Number of shares issued in transaction (in shares)	9,000,000	9,500,000
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 34.00	$ 28.00
Over-Allotment Option
Class of Stock [Line Items]
Number of shares issued in transaction (in shares)	1,350,000	1,425,000
Sale of stock, option to purchase additional shares, period	30 days	30 days
Other institutional investors
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)								11,500,000
Nebula Holdings LLC
Class of Stock [Line Items]
Business combination, number of shares issued (in shares)								51,909,655
Number of shares issued in transaction (in shares)						7,500,000
Nebula Holdings LLC \| Earnout Consideration
Class of Stock [Line Items]
Business combination, number of shares issued (in shares)								22,500,000
Number of shares issued in transaction (in shares)				7,500,000	625,000	625,000		625,000
Nebula Holdings LLC \| Earnout Consideration \| Maximum
Class of Stock [Line Items]
Business combination, number of shares issued (in shares)							23,750,000
Common Stock
Class of Stock [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)							9,166,659
Stock warrant exercise (in shares)											9,160,776
Share price (in dollars per share) \| $ / shares										$ 18.00
Common Stock \| Lock-Up Shares Contingent Consideration
Class of Stock [Line Items]
Stock issued during period, acquisitions (in shares)								3,437,500			3,437,500
Common Stock \| Nebula Holdings LLC
Class of Stock [Line Items]
Number of shares registered for issuance (in shares)							52,916,659
Treasury Stock
Class of Stock [Line Items]
Shares repurchased (in shares)										612,745	1,395,089
Stock repurchased during period \| $										$ 20,000	$ 37,500
Restricted stock units issued, net of shares withheld for taxes (in shares)										22,525
Public Warrants
Class of Stock [Line Items]
Class of warrant or right, outstanding (in shares)										9,166,659
Class of warrant or right exercise price (in dollars per share) \| $ / shares							$ 11.50			$ 11.50
Stock warrant exercise (in shares)											32,910,776
Number of securities called by each warrant (in shares)										1
Class of warrant or right threshold trading days for exercise										30 days
Class of warrant or right, redemption price (in dollars per share) \| $ / shares										$ 0.01
Class of warrant or right, minimum notice period for redemption										30 days
Class of warrant or right, redemption, threshold trading days \| day										30
Public Warrants \| Minimum
Class of Stock [Line Items]
Class of warrant or right, redemption, threshold consecutive trading days \| day										20
PIPE Shares
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)								20,000,000
Shares issued, price per share (in dollars per share) \| $ / shares								$ 10.00
Commitment to issue shares (in shares)								20,000,000
PIPE Shares \| Nebula Holdings LLC
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)								8,500,000
Series A and B Preferred Units
Class of Stock [Line Items]
Preferred stock, shares outstanding (in shares)												29,058,266
Series C Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Redeemable convertible preferred stock, shares outstanding (in shares)									0	0	0	21,906,852		21,906,852
Temporary equity, aggregate amount of redemption requirement \| $												$ 304,900
Temporary equity, dividend rate, percentage										2.50%
Temporary equity, preferred return distributions \| $										$ 100,000
Proceeds from issuance initial public offering threshold \| $										$ 75,000
Preferred stock, convertible, conversion price threshold (in dollars per share) \| $ / shares										$ 4.56

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income TaxesDuring the years ended December 31, 2021, 2020 and 2019, the Company recognized income tax expense (benefit) of $45.1 million, $6.6 million and $(30.0) thousand resulting in effective tax rates of 23.6%, (7.2)% and (0.1)%, respectively. The Company’s income tax expense for the years ended December 31, 2021 differs from amounts computed by applying the U.S. federal statutory tax rate of 21% primarily due to the impact of state income taxes and the gain associated with the extinguishment of the TRA liability. The Company’s income tax expense for the year ended December 31, 2020 differs from amounts computed by applying the U.S. federal statutory tax rate of 21% primarily due to the impact of the change in fair value

of the carrying amount of the contingent consideration being recorded in the Company’s statements of operations and comprehensive income (loss). The Company’s income tax expense for the year ended December 31, 2019 differs from amounts computed by applying the U.S. federal statutory tax rate of 21% primarily due to the flow-thru entity structure prior to the Business Combination.

Net deferred tax assets totaling $89.9 million were recorded as of June 10, 2020 in relation to the Business Combination, of which $88.1 million was recorded to the tax receivable agreement liability on the Company’s consolidated balance sheets to reflect the Company’s estimated liability associated with the TRA, dated June 10, 2020, by and among Nebula, the Blocker, Blocker’s sole shareholder, and Open Lending, LLC and the excess amount of $1.9 million was recorded to additional paid-in capital. The liability for the TRA and related deferred tax assets were $92.4 million and $104.9 million, respectively, as of December 31, 2020. As of December 31, 2021, the Company’s TRA liability has been settled as described in Note 15—Tax Receivable Agreement.

The components of the Company’s income tax expense (benefit) attributable to operations are as follows:


	Year Ended December 31,
	2021		2020		2019
	(in thousands)
Current tax expense (benefit)
Federal	$	19,537	$	1,234	$	—
State	5,494		605		(30)
Deferred tax expense (benefit)
Federal	16,098		7,463		—
State	3,957		(2,729)		—
Income tax expense (benefit)	$	45,086	$	6,573	$	(30)


	Year Ended December 31,
	2021		2020		2019
Income tax at the statutory rate	21.0	%	21.0	%	21.0	%
State income taxes	3.7	%	1.9	%	(0.1)	%
Income not subject to federal taxes	—	%	—	%	(21.0)	%

Gain on extinguishment of TRA	(1.0)	%	—	%	—	%
Contingent consideration	—	%	(30.5)	%	—	%
Other	(0.1)	%	0.4	%	—	%


Income tax expense (benefit) effective rate	23.6	%	(7.2)	%	(0.1)	%

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


	Year Ended December 31,
	2021		2020
	(in thousands)
Deferred tax assets
Amortizable intangible assets	$	88,705	$	103,247
Operating lease liability	1,313		1,394
Accrued expenses	307		190
Property and equipment	—		24
Other	131		56
Total deferred tax assets	$	90,456	$	104,911
Deferred tax liabilities
Contract assets	(22,923)		(18,218)
Operating lease asset	(1,326)		(1,453)
Property and equipment	(694)		—
Other	(10)		(22)
Total deferred tax liabilities	$	(24,953)	$	(19,693)
Deferred tax asset, net	$	65,503	$	85,218

*Certain prior year deferred tax component amounts have been reclassified to conform to the current year presentation.

As of December 31, 2021, the Company has assessed whether it is more likely than not that the Company’s deferred tax assets will be realized. In making this determination, the Company considers all available positive and negative evidence and makes certain assumptions. The Company considers, among other things, the reversal of its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends and its outlook for future years. The Company believes it is more-likely-than-not all deferred tax assets will be realized and has not recorded any valuation allowance as of December 31, 2021.

On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), an economic stimulus package in response to the COVID-19 pandemic. The CARES Act contains several corporate income tax provisions intended to provide relief to taxpayers, most substantial of which relate to temporary net operating loss (“NOL”) carryback periods, temporary reductions in the limitation of business interest expense deductions, employee retention tax credits, and payroll tax relief, among other changes. As of December 31, 2021, the Company expects to benefit from the five-year NOL carryback provisions. The Company will carryback $7.8 million gross Federal NOL generated in the short tax period before the Business Combination of which $5.5 million of the total Federal NOL will be carried back to years when the tax rate was 34%. These expected tax benefits have been accounted for as direct entries to stockholders’ equity as they relate to transaction costs from the Company’s recapitalization transactions.

The Company has evaluated the aggregate exposure for uncertain tax positions for all open tax years and concluded that the Company and its predecessor have no material uncertain tax positions as of December 31, 2021 or for any open tax years. When applicable, tax penalties and interest are recognized within general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). The Company has not recorded any penalties or interest related to uncertain tax positions as of December 31, 2021 or for any open tax years.

The Company files federal and state income tax returns and some of these returns remain open for examination. The Company’s earliest open years in its key jurisdictions are as follows:


U.S. Federal			2016
State of Illinois			2020
State of New York			2017
State of Texas			2016

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Summary of Significant Accounting and Reporting Policies - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2021	Jun. 11, 2020	Dec. 31, 2018
Concentration Risk [Line Items]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01		$ 0.01
Restricted cash	$ 3,100,000	$ 2,600,000
Accounts receivable, allowance for credit loss		0
Contract with customer, asset, allowance for credit loss		0
Depreciation	800,000	300,000	$ 100,000
Stockholders' equity attributable to parent	$ (158,982,000)	(26,622,000)	234,779,000			$ 133,792,000
Program fees
Concentration Risk [Line Items]
Revenue from contract with customer, installment basis	12 months
Claims administration and other service fees
Concentration Risk [Line Items]
Revenue from contract with customer, monthly service fee, percentage	3.00%
Minimum
Concentration Risk [Line Items]
Property, plant and equipment, useful life	3 years
Maximum
Concentration Risk [Line Items]
Property, plant and equipment, useful life	8 years
Accumulated Deficit
Concentration Risk [Line Items]
Stockholders' equity attributable to parent	$ 282,439,000	428,406,000	$ 242,781,000			139,810,000
Cumulative Effect, Period of Adoption, Adjustment
Concentration Risk [Line Items]
Stockholders' equity attributable to parent		115,000				(32,768,000)
Cumulative Effect, Period of Adoption, Adjustment \| Accumulated Deficit
Concentration Risk [Line Items]
Stockholders' equity attributable to parent		$ 115,000				$ (32,768,000)
Cumulative Effect, Period of Adoption, Adjustment \| Accumulated Deficit \| Accounting Standards Update 2016-13
Concentration Risk [Line Items]
Stockholders' equity attributable to parent				$ 100,000
Insurance Partner One \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	41.00%	40.00%
Insurance Partner Two \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	22.00%	19.00%
Customer One \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%	19.00%
Customer Two \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%

Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 3,125
2023	5,469
2024	6,250
2025	6,250
2026	126,562
Total debt	$ 147,656

Stockholders' Equity (Deficit) - Preferred Units Outstanding (Details) $ / shares in Units, $ in Thousands	Dec. 31, 2019 USD ($) $ / shares shares
Preferred Units [Line Items]
Units Authorized (in units)	50,965,118,000
Units Issued and Outstanding (in units)	50,965,118,000
Series A Non-Redeemable Convertible Preferred Stock
Preferred Units [Line Items]
Units Authorized (in units)	9,941,227,000
Units Issued and Outstanding (in units)	9,941,227,000
Per Unit Liquidation Preference (in dollars per share) \| $ / shares	$ 0.50
Aggregate Liquidation Preference \| $	$ 4,971
Per Unit Initial Conversion Price (in dollars per share) \| $ / shares	$ 0.25
Series B Non-Redeemable Convertible Preferred Stock
Preferred Units [Line Items]
Units Authorized (in units)	19,117,039,000
Units Issued and Outstanding (in units)	19,117,039,000
Per Unit Liquidation Preference (in dollars per share) \| $ / shares	$ 0.50
Aggregate Liquidation Preference \| $	$ 9,559
Per Unit Initial Conversion Price (in dollars per share) \| $ / shares	$ 0.25
Series C Redeemable Convertible Preferred Stock
Preferred Units [Line Items]
Units Authorized (in units)	21,906,852,000
Units Issued and Outstanding (in units)	21,906,852,000
Per Unit Liquidation Preference (in dollars per share) \| $ / shares	$ 1.83
Aggregate Liquidation Preference \| $	$ 40,090
Per Unit Initial Conversion Price (in dollars per share) \| $ / shares	$ 1.83

Share-Based Compensation - Stock Options and Restricted Stock Award Activity (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Number of Awards
Beginning balance (in shares)	199,764	0
Forfeitures (in shares)	(5,416)
Ending balance (in shares)	194,348	199,764
Exercisable (in shares)	48,946
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 33.56
Forfeited (in dollars per share)	33.56
Ending balance (in dollars per share)	33.56	$ 33.56
Exercisable (in dollars per share)	$ 33.56
Weighted Average Contractual Term (Years)
Outstanding balance	8 years 11 months 23 days
Exercisable ending balance	8 years 10 months 28 days
Time-Based Restricted Stock Units
Number of Awards
Beginning balance (in shares)	109,920
Granted (in shares)	153,594
Vested (in shares)	(31,889)	0
Ending balance (in shares)	231,625	109,920
Weighted Average Fair Value at Grant Date
Beginning balance (in dollars per share)	$ 28.20
Granted (in dollars per share)	38.72
Vested (in dollars per share)	28.20
Ending balance (in dollars per share)	$ 35.17	$ 28.20
Weighted Average Contractual Term (Years)
Fair value of vested RSUs	$ 1.1
Performance-Based Restricted Stock Units
Number of Awards
Beginning balance (in shares)	0
Granted (in shares)	99,289
Ending balance (in shares)	99,289	0
Weighted Average Fair Value at Grant Date
Beginning balance (in dollars per share)	$ 0
Granted (in dollars per share)	33.44
Ending balance (in dollars per share)	$ 33.44	$ 0

Tax Receivable Agreement	12 Months Ended
Tax Receivable Agreement	Dec. 31, 2021
Tax Receivable Agreement [Abstract]
Tax Receivable Agreement	Tax Receivable Agreement In connection with the Business Combination, the Company entered into the 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 is 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 TRA; and (iv) certain increases in tax basis resulting from payments the Company makes under the TRA. The Company would retain the benefit of the remaining 15% of these cash savings. The liability for the TRA was $92.4 million as of December 31, 2020, which is shown as tax receivable agreement liability on the Company’s consolidated balance sheets. For the year ending December 31, 2020, other income (expense) includes a $(4.3) million non-cash charge related to a change in the measurement of the Company’s TRA liability as a result of changes in its blended state tax rate. The Company entered into Amendment No. 1 (the “Amendment”) to the TRA effective April 9, 2021. The Amendment provides that in lieu of early termination payments, the TRA holders are instead entitled to payments equal to 40% of all Tax Benefit Payments (all definitions used herein and otherwise not defined herein shall have the meanings set forth in the Amendment) other than any Actual Interest Amounts that would be required to be paid by the Company under the TRA, using certain valuation. The Amendment provides the Company with the right to terminate and settle all present and future obligations under the TRA with a single payment by the Company to the TRA holders of $36.9 million (the “Early Termination Right”). Absent the Amendment and the exercise of the Early Termination Right, the Company anticipated making TRA payments totaling $92.4 million, undiscounted, over the life of the TRA. On April 12, 2021, an independent committee of disinterested members of the Board of Directors approved the Company’s decision to exercise the Early Termination Right. With the early settlement of the TRA, the Company recognized a gain of $55.4 million, which is included in gain on extinguishment of tax receivable agreement on the Company’s consolidated statements of operations and comprehensive income (loss).

Commitment and Contingencies - Other Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Operating cash outflows from operating leases	$ 774	$ 828
Right of use assets obtained in exchange for lease obligations	$ 0	$ 5,362	$ 0
Weighted-average remaining lease term – operating lease (in years)	7 years 29 days	8 years 29 days
Weighted-average discount rate – operating lease	7.72%	7.72%

Summary of Significant Accounting and Reporting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of presentation and consolidation	Basis of presentation and consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and include the accounts of Open Lending and all its subsidiaries that are directly or indirectly owned or controlled by the Company. All intercompany transactions and balances have been eliminated upon consolidation. Certain prior year amounts have been reclassified to conform to the Company’s December 31, 2021 consolidated balance sheets presentation. The Business Combination is accounted for as a reverse recapitalization as Open Lending, LLC was determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The determination was primarily based on the evaluation of the following facts and circumstances: •the pre-combination unitholders of Open Lending, LLC held the majority of voting rights in the Company; •the pre-combination unitholders of Open Lending, LLC had the right to appoint the majority of the directors of the Company; •senior management of Open Lending, LLC became the senior management of the Company; and •operations of Open Lending, LLC comprise the ongoing operations of the Company. In connection with the Business Combination, all outstanding units of Open Lending, LLC were converted into common stock of the Company, par value $0.01 per share, representing a recapitalization, and the net assets of Nebula were acquired at historical cost, with no goodwill or intangible assets recorded. Open Lending, LLC was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing are those of Open Lending, LLC. The shares and corresponding capital amounts and net income (loss) per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. The number of Series C preferred units in mezzanine equity was also retroactively restated in shares reflecting the exchange ratio, and the carrying amount of the Series C Preferred Units is based on the fair value of its redemption amount on each reporting date. All Series C Preferred Units were converted to the Company’s common stock on the closing date of the Business Combination.
Coronavirus outbreak	COVID-19 The COVID-19 pandemic continues to create uncertainty regarding the U.S. and global economies and the Company’s operating results, financial condition and cash flows. The extent of the impact of the COVID-19 pandemic on the Company’s operational and financial performance depends on certain developments, including the duration and continued spread of variants of COVID-19; the impact on the Company’s 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; supply chain disruptions caused by the COVID-19 pandemic; unemployment levels and the overall impact on the Company’s customer behavior, all of which are uncertain and cannot be predicted. The Company is diligently working to ensure that it can continue to operate with minimal disruption, mitigate the impact of the pandemic on its employees’ health and safety, and address potential business interruptions on itself and its 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 its business, results of operations and financial condition. The Company saw a reduction in loan applications and certified loans throughout the majority of 2020. As consumers and lenders have adjusted to the pandemic, application and certification levels have increased in 2021. Lenders’ forbearance programs, government stimulus packages, extended unemployment benefits and other government assistance have resulted in a reduction in expected defaults since the onset of the pandemic. As these programs end, defaults may increase. The potential increase in defaults may impact revenues and subsequent recovery as the automotive finance industry and overall economy recover. The Company continues to closely monitor the current macro environment, particularly monetary and fiscal policies.
Use of estimates and judgements	Use of estimates and judgments The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates, and those differences may be material. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Some significant items subject to such estimates and assumptions include, but are not limited to, profit share revenue recognition and the corresponding impact on contract asset, the recognition of the valuations of share-based compensation arrangements, valuation of contingent consideration, and assessing the realizability of deferred tax assets. These estimates, although based on actual historical trend and modeling, may potentially show significant variances over time. In connection with the estimation of profit share revenue recognition and the related contract asset under Accounting Standards Update (“ASU”) 2014-9, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), the Company 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 the Company’s 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 the Company’s insurance partners. As the Company closely monitors the development of the pandemic and its ongoing impact on Open Lending's business, management has accordingly adjusted these assumptions during the year ended December 31, 2021 as a result of changes in facts and circumstances and general market conditions derived from the COVID-19 pandemic.
Income taxes	Income taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax laws and rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured as the largest amount that is greater than 50% likely of being realized. The Company records potential interest and penalties related to an underpayment of income taxes as other expenses and penalties and is recognized within general and administrative expenses within the consolidated statements of operations and comprehensive income (loss).
Cash and cash equivalents	Cash and cash equivalentsCash and cash equivalents consists of cash held in checking and savings accounts. The Company considers all highly liquid investments with original or remaining maturities of three months or less at the date of purchase to be cash equivalents. The Company determines the appropriate classification of the Company’s cash and cash equivalents at the time of purchase.
Restricted cash	Restricted cashRestricted cash relates to deposits held in a financial institution for the processing of automated clearing house transactions and funds held on behalf of insurance partners to settle insurance claims. As a third-party administrator of insurance claims and refund adjudication, the Company collects funds from insurance partners which are intended to be used to settle insurance claims and process funds on behalf of the insurance partners.
Accounts receivable	Accounts receivable Accounts receivable includes program fees billed to customers, for which payments are expected to be received within 30 days from billing. The program fees are assessed at the time when the customer uses LPP to certify consumer loans and are billed either as an upfront fee or in 12 equal installments. The Company bills customers for the upfront fee in the month the service is provided and for the monthly installment fee over 12 months. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated statement of cash flows. Effective January 1, 2021, the Company adopted the provisions of ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which codifies the requirements of ASC 326-20 – Credit Losses (“CECL”), and as such, the Company maintains an allowance for expected credit losses on its accounts receivable. This allowance is an estimate based primarily on market implied lifetime probabilities of default and loss severities for assets with similar risk characteristics. As these inputs are derived from market observations, they inherently include forward-looking expectations about macro-economic conditions. The allowance is evaluated quarterly by the Company for adequacy by taking into consideration factors such as reasonableness of the market implied loss statistics, historical lifetime loss data, credit quality of the customer base, and age of the receivables both individually and in the aggregate. Since receivables are generally paid within 30 days from billing, changes to economic conditions are not expected to have significant impact on the Company’s estimate of expected credit losses. Provisions for the allowance for expected credit losses attributable to bad debt are recorded as general and administrative expenses. Account balances deemed uncollectible are written off, net of actual recoveries. If circumstances related to specific customers change, the Company’s estimate of the recoverability of receivables could be further adjusted. The Company does not have any material account receivable balances that are past due and has not written off any balance in its accounts receivable portfolio for the periods presented. At December 31, 2020, there was no allowance for doubtful accounts. Refer to Note 2—Sum mary of Significant Accounting and Reporting Policies—Recently adopted new accounting standards for discussion for discussion of the Company’s adoption of the provisions of ASU 2016-13.
Contract Assets and Revenue recognition	Contract Assets Contract assets for program fees are increased by recognized and unbilled program fee revenues related to monthly pay arrangements. Once the monthly pay arrangement’s program fees for the current month are due, they are reclassified from contract assets and recognized as accounts receivable. Contract assets for profit share and claims administration fees (“TPA fees”) are increased for recognized profit share revenue and TPA fees and are decreased by payments which are received from insurance carriers within 60 days after month end. The payments are reported in the net cash provided by operating activities section of the consolidated statement of cash flows. Refer to Note 4—Contract Assets for additional information. Effective January 1, 2021, the Company adopted CECL, and as such, the Company maintains an allowance for expected credit losses on its contract assets. This allowance is an estimate based primarily on market implied lifetime probabilities of default and loss severities for assets with similar risk characteristics. As these inputs are derived from market observations, they inherently include forward-looking expectations about macro-economic conditions. The allowance is evaluated quarterly by the Company for adequacy by taking into consideration factors such as reasonableness of the market implied loss statistics, historical lifetime loss data, and credit quality of the customer base. Provisions for the allowance for expected credit losses attributable to bad debt are recorded as general and administrative expenses. Account balances deemed uncollectible are written off, net of actual recoveries. If circumstances related to specific customers change, the Company’s estimate of the recoverability of its contract asset could be further adjusted. The Company does not have contract asset balances that are past due and has not written off any balance in its contract asset portfolio for the periods presented. Revenue recognition The Company’s revenue is derived from program fees from lending institutions, profit share on the production of insurance contracts for third party insurance carriers and claims administration service fees for those same insurance carriers. The Company disaggregates revenues by revenue source (i.e., program fee, profit share and claims administration and other service fees), and the level of disaggregation is presented in the consolidated statements of operations and comprehensive income (loss). The Company accounts for a contract with a customer when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights and payment terms can be identified, the contract has commercial substance, and it is probable the Company will collect substantially all of the consideration it is entitled to receive. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. In compliance with ASC 606, when the Company’s performance obligations have been completed, but the final amount of transaction price is unknown, the Company estimates the amount of the transaction price it expects to be entitled to under the Company’s customer contracts. The Company recognizes subsequent adjustments to an estimated transaction price upon the receipt of additional information or final settlement, whichever occurs first. Program fee revenue. The Company earns program fees by providing customers with access to and use of LPP. Program fee contracts contain a single performance obligation, which is complete when a loan is certified through LPP and is issued by the lending institution. Approximately 10% of processed loans are paid through 12 month financing arrangements. Profit Share Revenue. Profit share is derived from the Company’s agency relationship with third-party insurance providers whereby it facilitates the underwriting and issuance of credit default insurance for its lender customers through the contracted third-party insurance providers. The Company fulfills its performance obligation upon placement of the insurance, and the Company recognizes profit share based on the amount of cash flows it expects to receive from the insurance company over the term of the underlying insured loan. These forecasts are driven by the projection of loan defaults, prepayments and severity rates. These assumptions are based on the Company’s 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 the Company’s insurance partners. To the extent these assumptions change, the Company’s profit share revenue is adjusted. In accordance with ASC 606, at the time of the placement of a policy by an insurance company, the Company estimates the variable consideration based on undiscounted expected future profit share to be received from the insurance carriers. The Company applies economic stress factors in the Company’s forecast to constrain its estimation of future profit share revenue to an amount reflecting the Company’s belief that a significant reversal in the cumulative amount of revenue is not probable of occurring when the uncertainty is resolved. Claims Administration Services. For the insurance policies issued through the Company’s program, the Company provides adjudication services for insurance claims on the third-party insurer’s policies for auto loans processed through LPP. The Company earns a monthly service fee which is calculated by the third-party insurance providers as 3% of the monthly net insurance earned premium collected over the life of the underlying loan. 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 its performance obligations. Revenue is recognized as the service is provided over the term of the adjudication contract with the insurance carrier.
Property and equipment	Property and equipment The Company’s property and equipment balance primarily consists of computer software developed for internal use, furniture, fixtures and equipment used in the normal course of business, as well as leasehold improvements. Property and equipment acquired by the Company are recorded at cost, less accumulated depreciation, and impairment losses, if any. Major additions and improvements are capitalized while maintenance and repairs that do not improve or extend the useful life of the respective asset are expensed as incurred. Depreciation expense was $0.8 million, $0.3 million and $0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively, and is recognized within general and administrative expenses within the consolidated statements of operations and comprehensive income and is calculated using the straight-line method based on the estimated useful lives of the assets. The estimated useful lives of property and equipment ranges from three to eight years. The assets are reviewed for impairment whenever events or changes in circumstances indicate that the amount recorded may not be recoverable, and if not recoverable based on the assets’ expected undiscounted cash flows, an impairment is recognized to the extent that the carrying amount exceeds the fair value. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets.
Fair value measurements	Fair value measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: •Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. •Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices), for substantially the full term of the asset or liability. •Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
Research and development costs	Research and development costsResearch and development costs consist primarily of compensation and benefits of employees engaged in the ongoing development the Company’s lending enablement platform for the automotive finance market.
Deferred financing costs	Deferred financing costsDeferred financing costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense in accordance with the related debt agreement. Deferred financing costs are included as a reduction in long-term debt, net of deferred financing costs in the accompanying consolidated balance sheets.
Share-based compensation	Share-based compensationThe Company uses the grant date fair value of time-based restricted stock units (“RSUs”) and PSUs and utilizes the Black-Scholes option pricing model to estimate the fair value of employee stock options. This model requires the use of input assumptions, including expected volatility, expected life, expected dividend yield, and expected risk-free rate of return. The expected life of the awards was estimated using the “Simplified Method” that utilizes the midpoint between the vesting date and the end of the contractual term. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of awards. The expected volatility was based on the average of implied and observed historical volatility of comparable companies as we do not have enough history as a public company. Changes in these assumptions can materially affect the estimate of the awards fair value. The Company expects to issue shares upon stock options exercise from treasury stock. The Company recognizes compensation expense for unvested awards in the consolidated statements of operations and comprehensive income (loss), net of actual forfeitures in the period they occur, on a straight-line basis over the requisite service or performance period. PSUs are evaluated on a quarterly basis for probability of meeting performance metrics and any adjustments to stock-based expense are then made in the quarter of evaluation.
Contingent consideration	Contingent consideration As part of the Business Combination, Open Lending, LLC unitholders and certain Nebula equity holders were entitled to additional consideration in the form of shares of the Company’s common stock to be issued when the Company’s common stock price achieved certain market share price milestones within specified periods following the Closing. In addition, the Nebula sponsors were restricted to transfer a portion of their founder shares unless market share price targets were achieved within the specified period. Pursuant to the guidance under ASC 815, Derivatives and Hedging, the contingent consideration was classified as a Level 3 fair value measurement liability, and the increase or decrease in the fair value during the reporting period was recognized as expense or income accordingly. The fair value of the contingent consideration was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility. The fair value of the contingent consideration on each vesting date (i.e., the date when each respective share price performance milestone was achieved) was based on the closing share price of the Company's publicly traded stock on the vesting date. The Company’s contingent consideration was settled in July and August of 2020.
Treasury stock	Treasury stockThe Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ equity (deficit).
Net income (loss) per share	Net income (loss) per share The Company computes net income (loss) per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributions as if all income for the period had been distributed. Prior to the Business Combination, the Company’s pre-merger LLC membership structure included common units and convertible preferred units which were regarded as participating securities. When calculating the net income (loss) per share for the presented periods, the Company has retroactively restated the number of common and preferred units issued and outstanding prior to June 10, 2020 to the number of shares of common stock into which they were converted, based on the exchange ratio established in the Business Combination Agreement. In accordance with the Company’s pre-merger LLC membership structure, holders of the redeemable convertible preferred units would be entitled to distributions in preference to common stockholders, at specified rates, if declared. The Company also recognized adjustments to redemption amount of the redeemable convertible preferred units similar to a distribution, in temporary equity. Any remaining net income would then be distributed to the holders of common stock and non-redeemable convertible preferred units on a pro-rata basis assuming conversion of all convertible preferred units into common stock in the event that the Company had profits to be allocated to the stockholders. However, the redeemable convertible preferred units did not contractually require the holders of such participating instruments to participate in the Company’s losses. As such, net losses for the periods presented were allocated to common stock only. The Company’s basic net income (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net income (loss) per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. Diluted net income (loss) per share is the same as basic net income (loss) per share in periods when the effects of potentially dilutive shares of common stock are anti-dilutive.
Concentrations of revenue and credit risks	Concentrations of revenue and credit risks Our two largest insurance carrier partners accounted for 41% and 22% and 40% and 19% of the Company’s total revenue during the years ended December 31, 2021 and 2020, respectively. In the event that one or more of the Company’s other significant customers terminate their relationships with us, or elect to utilize an alternative source for financing, the number of loans originated through LPP would decline, which would materially and adversely affect the Company’s business and, in turn, its revenue. Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, restricted cash, accounts receivable and contract assets 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 receivable and contract assets are derived from revenue earned from customers. Effective January 1, 2021, the Company maintains an allowance for expected credit losses on its accounts receivable and contract asset receivable as discussed in Note 2—Sum mary of Significant Accounting and Reporting Policies —Recently adopted new accounting standards. At December 31, 2020, there was no allowance for doubtful accounts. At December 31, 2021, the Company had two customers that each represented 10% of the Company’s accounts receivable. At December 31, 2020, the Company had one customer that represented 19% of the Company’s accounts receivable.
Recently issued accounting pronouncements not yet adopted and recently adopted new accounting standards	Recently issued accounting pronouncements not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform within Topic 848, which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients and are retained through the end of the hedging relationship. The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied. The amendments in this update were effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company has not experienced any unintended outcomes or consequences of reference rate reform that would necessitate the adoption of this guidance. The Company will not need to consider the application of this guidance related to its credit agreements as such agreements provide for a replacement rate when LIBOR is discontinued. The Company will continue to closely monitor all potential instances of reference rate reform to determine if the adoption of ASU 2020-04 becomes necessary in the future. Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements have had or will have a material impact on the Company’s consolidated financial position or results of operations. 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 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 consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), 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. For the year ended December 31, 2020, the Company qualified as an EGC and had elected to defer adoption of CECL until January 1, 2023 pursuant to ASC 326-20-65-3. However, as of December 31, 2021, the Company lost its EGC status and adopted CECL as of January 1, 2021. Accordingly, the Company determined that its accounts receivable and contract assets are within the scope of ASC 326 and estimated the corresponding expected credit loss based on a method described earlier within this footnote. The Company adopted ASC 326 using the modified retrospective approach which requires the Company to recognize the cumulative effect of adoption on the accumulated retained earnings. Accordingly, the Company’s comparative financial statements of December 31, 2020, have not been adjusted. As of January 1, 2021, the Company recorded a cumulative adjustment from current expected credit losses in the amount of $0.1 million, net of tax impact to accumulated retained earnings in the Company’s consolidated balance sheets.

Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 09, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation	$ 3,815	$ 2,828	$ 1,984
Intrinsic value	$ 0	$ 300
Options outstanding	194,348	199,764	0
Performance-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum target percentage for vesting	100.00%
Class B Unit Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares vested (in shares)		571,983
Share-based compensation		$ 2,200
2020 Stock Option and Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, capital shares reserved for future issuance (in shares)				9,693,750
Percent on number of shares outstanding				10.00%
Percent of incremental shares on outstanding common stock	4.00%			4.00%
Number of shares available for issuance (in shares)	14,208,723
Award vesting period	4 years
Expiration period (in years)	10 years
2020 Stock Option and Incentive Plan \| Time-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	4 years
2020 Stock Option and Incentive Plan \| Performance-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years

Net Income (Loss) Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

Pursuant to the Restated and Amended Certificate of Incorporation and as a result of the reverse recapitalization, the Company has retrospectively adjusted the weighted average shares outstanding prior to June 10, 2020 to give effect to the exchange ratio used to determine the number of shares of common stock into which they were converted.

Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of potentially dilutive common shares outstanding during the period using the applicable methods. The potentially dilutive common shares during the year ended December 31, 2021 include unvested stock options and time-based restricted stock units. The potentially dilutive common shares during the year ended December 31, 2021 do not include performance-based restricted stock units containing unmet performance conditions. The potentially dilutive common shares are included in the calculation of diluted net income (loss) per share only when their effect is dilutive.

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the years ended December 31, 2021, 2020 and 2019:


	Year Ended December 31,
	2021		2020		2019
	(in thousands, except shares and per share data)
Basic net income (loss) per share:
Numerator
Net income (loss)	$	146,082	$	(97,564)	$	62,544
Preferred distribution to redeemable convertible Series C preferred units	—		(40,689)		(11,058)
Non-cash adjustments to redemption amount of the redeemable convertible Series C preferred units	—		47,537		(163,425)
Net income (loss) attributable to common stockholders	$	146,082	$	(90,716)	$	(111,939)
Denominator
Weighted-average common shares	126,354,597		82,908,772		37,631,052
Basic net income (loss) per share attributable to common stockholders	$	1.16	$	(1.09)	$	(2.97)

Diluted net income (loss) per share:
Numerator
Net income (loss) attributable to common stockholders	$	146,082	$	(90,716)	$	(111,939)
Denominator
Basic weighted average common shares	126,354,597		82,908,772		37,631,052
Dilutive effect of outstanding Time-Based Restricted Stock Units	35,838		—		—
Diluted weighted average common shares	126,390,435		82,908,772		37,631,052
Diluted net income (loss) per share attributable to common stockholders	$	1.16	$	(1.09)	$	(2.97)


	Year Ended December 31,
	2021	2020	2019
Unvested and not exercised Stock Options	194,348	—	—
Unvested Time-Based Restricted Stock Units	150,000	—	—
Unvested Performance-Based Restricted Stock Units	99,289	—	—
Redeemable public warrants	—	836,474	—
Contingency consideration	—	3,018,699	—
Retroactively restated redeemable convertible Series C preferred units	—	6,281,025	14,278,603
Total	443,637	10,136,198	14,278,603

The Company’s pre-merger LLC membership structure included several different types of LLC interests including ownership interests and profits interests. The Company analyzed the calculation of earnings per unit by using the two-class method for the year ended December 31, 2019 and determined that it resulted in values that would not be comparable to the same periods in 2021 and 2020 and therefore not meaningful to the users of these consolidated financial statements. As a result, Open Lending, LLC’s net income (loss) per share information has not been presented for any period.

Contingent Consideration - Reconciliation of the Activity Driving Contingent Consideration Balance Changes (Details) - USD ($) $ in Thousands	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Combination, Contingent Consideration [Roll Forward]
Beginning balance	$ 347,089	$ 0
Change in fair value	131,932	$ 0	$ 131,932	$ 0
Reclassification of shares to equity	(479,021)
Ending balance	$ 0		$ 0

Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Lease, Cost

For the years ended December 31, 2021 and 2020, the Company recorded the following lease expenses:


	Year Ended December 31,
	2021		2020
	(in thousands)
Operating lease expense	$	953	$	640
Variable lease payment	455		289
Total lease expense	$	1,408	$	929

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


	Year Ended December 31,
	2021			2020
	(in thousands)
Operating cash outflows from operating leases	$	774		$	828
Operating lease ROU assets obtained in exchange for new lease liabilities	—			5,362

Weighted-average remaining lease term – operating lease (in years)	7.08			8.08
Weighted-average discount rate – operating lease	7.72		%	7.72		%

Assets and Liabilities, Lessee


	December 31, 2021		December 31, 2020
	(in thousands)
Operating lease right-of-use asset	$	5,911	$	5,911
Accumulated amortization	(722)		(178)
Operating lease right-of-use assets, net	$	5,189	$	5,733

Current operating lease liability	$	495	$	364
Non-current operating lease liability	4,643		5,138
Total operating lease liability	$	5,138	$	5,502

Lessee, Operating Lease, Liability, Maturity

The maturity of the Company’s lease liability is as follows:


	At December 31, 2021
	(in thousands)
2022	$	869
2023	894
2024	920
2025	945
2026	970
Thereafter	2,103
Total undiscounted liabilities	6,701
Less: Interest	1,563
Present value of lease liabilities	$	5,138

Income Taxes - Additional Information (Details) - USD ($)		12 Months Ended
	Jun. 10, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Line Items]
Income tax expense (benefit)		$ 45,086,000	$ 6,573,000	$ (30,000)
Effective income tax rate reconciliation, percent		23.60%	(7.20%)	(0.10%)
Deferred tax assets, net	$ 89,900,000	$ 65,503,000	$ 85,218,000
Tax receivable agreement liability		0	92,369,000
Deferred tax assets			$ 104,900,000
Federal NOL carryback		7,800,000
Federal NOL carryback to previous tax rate years		5,500,000
Unrecognized tax benefits		$ 0
Additional Paid-in Capital
Income Tax Disclosure [Line Items]
Income tax effects allocated directly to equity, equity transactions	1,900,000
Other Noncurrent Liabilities
Income Tax Disclosure [Line Items]
Deferred tax assets, net	$ 88,100,000

Contract Assets - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Adjustment of contract assets due to estimation of revenue from performance obligations satisfied in previous periods	$ 30,891	$ (1,640)
Current contract assets, net	70,542	50,386
Non-current contract assets, net	$ 42,414	$ 38,956

Income Taxes - Components of the Income Tax Expense (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Income tax at the statutory rate	21.00%	21.00%	21.00%
State income taxes	3.70%	1.90%	(0.10%)
Income not subject to federal taxes	0.00%	0.00%	(21.00%)
Gain on extinguishment of TRA	(1.00%)	0.00%	0.00%
Contingent consideration	0.00%	(30.50%)	0.00%
Other	(0.10%)	0.40%	0.00%
Income tax expense (benefit) effective rate	23.60%	(7.20%)	(0.10%)

Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

The following table provides a summary of the Company’s debt as of the dates indicated:


	December 31,
	2021		2020
	(in thousands)
Revolving Facility, matures in 2026	$	25,000	$	—
Term Loan due 2026	122,656		—
Term Loan due 2027	—		166,813
Less: unamortized deferred financing costs	(1,396)		(9,066)
Total debt	146,260		157,747
Less: current portion of debt	(3,125)		(4,888)
Total long-term debt, net of deferred financing costs	$	143,135	$	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 consolidated statements of operations and comprehensive income (loss) during the year ended December 31, 2021. The loss on debt extinguishment was calculated as the difference between the carrying amount of the debt and the price paid to retire the debt, which primarily consisted of the write-off of the unamortized deferred financing costs related to the Term Loan due 2027.

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

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

Interest under the Term Loan due 2026 and the Revolving Facility are, at the option of the Company, either at an Alternate Base Rate (“ABR”) plus a spread ranging from 0.75% to 1.50%, or LIBOR plus a spread ranging from 1.75% to 2.50%. With respect to the ABR loans, interest will be payable at the end of each calendar quarter. With respect to the LIBOR loans, interest will be payable at the end of the selected interest period. Additionally, there is a commitment fee payable at the end of each quarter at a rate per annum ranging from 0.200% to 0.275% based on the average daily unused portion of the Revolving Facility, and other customary letter of credit fees. Pursuant to the New Credit Agreement, the interest rate spreads and commitment fees increase or decrease in increments as the Company’s Funded Secured Debt/EBITDA ratio increases or decreases.

As of December 31, 2021, both the Term Loan due 2026 and the Revolving Facility are subject to LIBOR of 0.099% plus a spread of 1.75% per annum. In June 2021, the Company made a payment of $25.0 million to the outstanding balance of the Revolving Facility and has an unused commitment balance of $25.0 million under the Revolving Facility at December 31, 2021. Commitment fees were accrued at 0.200% on the unused commitment balance at December 31, 2021.

In connection with the issuance of the Term Loan due 2026 and the Revolving Facility, the Company incurred total deferred financing costs of $1.7 million, of which $1.2 million was allocated to the Term Loan due 2026 and $0.5 million was allocated to the Revolving Facility. The deferred financing costs were capitalized as a contra-liability against the principal balance of the loans and are amortized as interest expense using the effective interest method. Unamortized deferred financing costs were $1.4 million as of December 31, 2021. As of December 31, 2021, the weighted average effective interest rate on the Company’s outstanding borrowings was 2.15%.

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. The maximum total net leverage ratio is 3.5 to 1.0 for periods on or prior to December 31, 2022, and then decreases to 3.0 to 1.0 after December 31, 2022. The minimum fixed charge coverage ratio is 1.25 to 1.0. As of December 31, 2021, the Company was in compliance with all required covenants under the New Credit Agreement.

Principal Maturities of Debt

Principal maturities of debt outstanding as of December 31, 2021 are as follows:


	(in thousands)
2022	$	3,125
2023	5,469
2024	6,250
2025	6,250
2026	126,562

Total	$	147,656

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Paragraph 1C
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (a)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 20
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-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Description of Business, Background and Nature of Operations (Details)	12 Months Ended
	Dec. 31, 2021 segment
Accounting Policies [Abstract]
Number of operating segments	1

Share-Based Compensation - Share-based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 3,815	$ 2,828	$ 1,984
Time-Based Restricted Stock Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	1,934	148	0
Performance-Based Restricted Stock Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	1,122	0	0
Stock Options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	759	5	0
Class B Common Units
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 0	$ 2,675	$ 1,984

Net Income (Loss) Per Share - Summary of Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator
Net income (loss)	$ 146,082	$ (97,564)	$ 62,544
Preferred distribution to redeemable convertible Series C preferred units	0	(40,689)	(11,058)
Non-cash adjustments to redemption amount of the redeemable convertible Series C preferred units	0	47,537	(163,425)
Net income (loss) attributable to common stockholders	$ 146,082	$ (90,716)	$ (111,939)
Denominator
Weighted average common shares (in shares)	126,354,597	82,908,772	37,631,052
Basic net income (loss) per share attributable to common stockholders (in dollars per share)	$ 1.16	$ (1.09)	$ (2.97)
Numerator
Net income (loss) attributable to common stockholders	$ 146,082	$ (90,716)	$ (111,939)
Denominator
Basic weighted average common shares (in shares)	126,354,597	82,908,772	37,631,052
Dilutive effect of outstanding Time-Based Restricted Stock Units (in shares)	35,838	0	0
Diluted weighted average common shares (in shares)	126,390,435	82,908,772	37,631,052
Diluted net income per share attributable to common stockholders (in dollars per share)	$ 1.16	$ (1.09)	$ (2.97)

Commitment and Contingencies - Balance Sheet Classification of ROU Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Operating lease right-of-use asset	$ 5,911	$ 5,911
Accumulated amortization	(722)	(178)
Operating lease right-of-use assets, net	5,189	5,733
Current operating lease liability	495	364
Non-current operating lease liabilities	4,643	5,138
Present value of lease liabilities	$ 5,138	$ 5,502

Income Taxes - Income Tax Expense (Benefit) Attributable to Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current tax expense (benefit)
Federal	$ 19,537	$ 1,234	$ 0
State	5,494	605	(30)
Deferred tax expense (benefit)
Federal	16,098	7,463	0
State	3,957	(2,729)	0
Income tax expense (benefit)	$ 45,086	$ 6,573	$ (30)

- Definition

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

+ References + Details

Commitment and Contingencies - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
2022	$ 869
2023	894
2024	920
2025	945
2026	970
Thereafter	2,103
Total undiscounted liabilities	6,701
Less: Interest	1,563
Present value of lease liabilities	$ 5,138	$ 5,502

Summary of Significant Accounting and Reporting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting and Reporting Policies	Summary of Significant Accounting and Reporting Policies a)Basis of presentation and consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and include the accounts of Open Lending and all its subsidiaries that are directly or indirectly owned or controlled by the Company. All intercompany transactions and balances have been eliminated upon consolidation. Certain prior year amounts have been reclassified to conform to the Company’s December 31, 2021 consolidated balance sheets presentation. The Business Combination is accounted for as a reverse recapitalization as Open Lending, LLC was determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The determination was primarily based on the evaluation of the following facts and circumstances: •the pre-combination unitholders of Open Lending, LLC held the majority of voting rights in the Company; •the pre-combination unitholders of Open Lending, LLC had the right to appoint the majority of the directors of the Company; •senior management of Open Lending, LLC became the senior management of the Company; and •operations of Open Lending, LLC comprise the ongoing operations of the Company. In connection with the Business Combination, all outstanding units of Open Lending, LLC were converted into common stock of the Company, par value $0.01 per share, representing a recapitalization, and the net assets of Nebula were acquired at historical cost, with no goodwill or intangible assets recorded. Open Lending, LLC was deemed to be the predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the Closing are those of Open Lending, LLC. The shares and corresponding capital amounts and net income (loss) per share available to common stockholders, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. The number of Series C preferred units in mezzanine equity was also retroactively restated in shares reflecting the exchange ratio, and the carrying amount of the Series C Preferred Units is based on the fair value of its redemption amount on each reporting date. All Series C Preferred Units were converted to the Company’s common stock on the closing date of the Business Combination. b)COVID-19 The COVID-19 pandemic continues to create uncertainty regarding the U.S. and global economies and the Company’s operating results, financial condition and cash flows. The extent of the impact of the COVID-19 pandemic on the Company’s operational and financial performance depends on certain developments, including the duration and continued spread of variants of COVID-19; the impact on the Company’s 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; supply chain disruptions caused by the COVID-19 pandemic; unemployment levels and the overall impact on the Company’s customer behavior, all of which are uncertain and cannot be predicted. The Company is diligently working to ensure that it can continue to operate with minimal disruption, mitigate the impact of the pandemic on its employees’ health and safety, and address potential business interruptions on itself and its 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 its business, results of operations and financial condition. The Company saw a reduction in loan applications and certified loans throughout the majority of 2020. As consumers and lenders have adjusted to the pandemic, application and certification levels have increased in 2021. Lenders’ forbearance programs, government stimulus packages, extended unemployment benefits and other government assistance have resulted in a reduction in expected defaults since the onset of the pandemic. As these programs end, defaults may increase. The potential increase in defaults may impact revenues and subsequent recovery as the automotive finance industry and overall economy recover. The Company continues to closely monitor the current macro environment, particularly monetary and fiscal policies. c)Emerging Growth Company Prior to December 31, 2021, the Company was an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act, (JOBS Act), and elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies until the Company is no longer an EGC, including using the extended transition period for complying with new or revised accounting standards. d)Use of estimates and judgments The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates, and those differences may be material. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively. Some significant items subject to such estimates and assumptions include, but are not limited to, profit share revenue recognition and the corresponding impact on contract asset, the recognition of the valuations of share-based compensation arrangements, valuation of contingent consideration, and assessing the realizability of deferred tax assets. These estimates, although based on actual historical trend and modeling, may potentially show significant variances over time. In connection with the estimation of profit share revenue recognition and the related contract asset under Accounting Standards Update (“ASU”) 2014-9, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), the Company 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 the Company’s 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 the Company’s insurance partners. As the Company closely monitors the development of the pandemic and its ongoing impact on Open Lending's business, management has accordingly adjusted these assumptions during the year ended December 31, 2021 as a result of changes in facts and circumstances and general market conditions derived from the COVID-19 pandemic. e)Income taxes The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax laws and rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured as the largest amount that is greater than 50% likely of being realized. The Company records potential interest and penalties related to an underpayment of income taxes as other expenses and penalties and is recognized within general and administrative expenses within the consolidated statements of operations and comprehensive income (loss). f)Cash and cash equivalents Cash and cash equivalents consists of cash held in checking and savings accounts. The Company considers all highly liquid investments with original or remaining maturities of three months or less at the date of purchase to be cash equivalents. The Company determines the appropriate classification of the Company’s cash and cash equivalents at the time of purchase. g)Restricted cash Restricted cash relates to deposits held in a financial institution for the processing of automated clearing house transactions and funds held on behalf of insurance partners to settle insurance claims. As a third-party administrator of insurance claims and refund adjudication, the Company collects funds from insurance partners which are intended to be used to settle insurance claims and process funds on behalf of the insurance partners. The balance of the funds held on behalf of insurance partners was $3.1 million and $2.6 million at December 31, 2021 and 2020 respectively; there is an offsetting liability that is included in “Third-party claims administration liability” on the accompanying consolidated balance sheets. h)Accounts receivable Accounts receivable includes program fees billed to customers, for which payments are expected to be received within 30 days from billing. The program fees are assessed at the time when the customer uses LPP to certify consumer loans and are billed either as an upfront fee or in 12 equal installments. The Company bills customers for the upfront fee in the month the service is provided and for the monthly installment fee over 12 months. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated statement of cash flows. Effective January 1, 2021, the Company adopted the provisions of ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which codifies the requirements of ASC 326-20 – Credit Losses (“CECL”), and as such, the Company maintains an allowance for expected credit losses on its accounts receivable. This allowance is an estimate based primarily on market implied lifetime probabilities of default and loss severities for assets with similar risk characteristics. As these inputs are derived from market observations, they inherently include forward-looking expectations about macro-economic conditions. The allowance is evaluated quarterly by the Company for adequacy by taking into consideration factors such as reasonableness of the market implied loss statistics, historical lifetime loss data, credit quality of the customer base, and age of the receivables both individually and in the aggregate. Since receivables are generally paid within 30 days from billing, changes to economic conditions are not expected to have significant impact on the Company’s estimate of expected credit losses. Provisions for the allowance for expected credit losses attributable to bad debt are recorded as general and administrative expenses. Account balances deemed uncollectible are written off, net of actual recoveries. If circumstances related to specific customers change, the Company’s estimate of the recoverability of receivables could be further adjusted. The Company does not have any material account receivable balances that are past due and has not written off any balance in its accounts receivable portfolio for the periods presented. At December 31, 2020, there was no allowance for doubtful accounts. Refer to Note 2—Sum mary of Significant Accounting and Reporting Policies—Recently adopted new accounting standards for discussion for discussion of the Company’s adoption of the provisions of ASU 2016-13. i)Contract Assets Contract assets for program fees are increased by recognized and unbilled program fee revenues related to monthly pay arrangements. Once the monthly pay arrangement’s program fees for the current month are due, they are reclassified from contract assets and recognized as accounts receivable. Contract assets for profit share and claims administration fees (“TPA fees”) are increased for recognized profit share revenue and TPA fees and are decreased by payments which are received from insurance carriers within 60 days after month end. The payments are reported in the net cash provided by operating activities section of the consolidated statement of cash flows. Refer to Note 4—Contract Assets for additional information. Effective January 1, 2021, the Company adopted CECL, and as such, the Company maintains an allowance for expected credit losses on its contract assets. This allowance is an estimate based primarily on market implied lifetime probabilities of default and loss severities for assets with similar risk characteristics. As these inputs are derived from market observations, they inherently include forward-looking expectations about macro-economic conditions. The allowance is evaluated quarterly by the Company for adequacy by taking into consideration factors such as reasonableness of the market implied loss statistics, historical lifetime loss data, and credit quality of the customer base. Provisions for the allowance for expected credit losses attributable to bad debt are recorded as general and administrative expenses. Account balances deemed uncollectible are written off, net of actual recoveries. If circumstances related to specific customers change, the Company’s estimate of the recoverability of its contract asset could be further adjusted. The Company does not have contract asset balances that are past due and has not written off any balance in its contract asset portfolio for the periods presented. At December 31, 2020, there was no allowance for doubtful accounts on contract assets. Refer to Note 2 —Sum mary of Significant Accounting and Reporting Policies —Recently adopted new accounting standards for discussion of the Company’s adoption of the provisions of ASU 2016-13. j)Property and equipment The Company’s property and equipment balance primarily consists of computer software developed for internal use, furniture, fixtures and equipment used in the normal course of business, as well as leasehold improvements. Property and equipment acquired by the Company are recorded at cost, less accumulated depreciation, and impairment losses, if any. Major additions and improvements are capitalized while maintenance and repairs that do not improve or extend the useful life of the respective asset are expensed as incurred. Depreciation expense was $0.8 million, $0.3 million and $0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively, and is recognized within general and administrative expenses within the consolidated statements of operations and comprehensive income and is calculated using the straight-line method based on the estimated useful lives of the assets. The estimated useful lives of property and equipment ranges from three to eight years. The assets are reviewed for impairment whenever events or changes in circumstances indicate that the amount recorded may not be recoverable, and if not recoverable based on the assets’ expected undiscounted cash flows, an impairment is recognized to the extent that the carrying amount exceeds the fair value. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. k)Fair value measurements The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: •Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. •Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices), for substantially the full term of the asset or liability. •Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. l)Revenue recognition The Company’s revenue is derived from program fees from lending institutions, profit share on the production of insurance contracts for third party insurance carriers and claims administration service fees for those same insurance carriers. The Company disaggregates revenues by revenue source (i.e., program fee, profit share and claims administration and other service fees), and the level of disaggregation is presented in the consolidated statements of operations and comprehensive income (loss). The Company accounts for a contract with a customer when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights and payment terms can be identified, the contract has commercial substance, and it is probable the Company will collect substantially all of the consideration it is entitled to receive. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. In compliance with ASC 606, when the Company’s performance obligations have been completed, but the final amount of transaction price is unknown, the Company estimates the amount of the transaction price it expects to be entitled to under the Company’s customer contracts. The Company recognizes subsequent adjustments to an estimated transaction price upon the receipt of additional information or final settlement, whichever occurs first. Program fee revenue. The Company earns program fees by providing customers with access to and use of LPP. Program fee contracts contain a single performance obligation, which is complete when a loan is certified through LPP and is issued by the lending institution. Approximately 10% of processed loans are paid through 12 month financing arrangements. Profit Share Revenue. Profit share is derived from the Company’s agency relationship with third-party insurance providers whereby it facilitates the underwriting and issuance of credit default insurance for its lender customers through the contracted third-party insurance providers. The Company fulfills its performance obligation upon placement of the insurance, and the Company recognizes profit share based on the amount of cash flows it expects to receive from the insurance company over the term of the underlying insured loan. These forecasts are driven by the projection of loan defaults, prepayments and severity rates. These assumptions are based on the Company’s 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 the Company’s insurance partners. To the extent these assumptions change, the Company’s profit share revenue is adjusted. In accordance with ASC 606, at the time of the placement of a policy by an insurance company, the Company estimates the variable consideration based on undiscounted expected future profit share to be received from the insurance carriers. The Company applies economic stress factors in the Company’s forecast to constrain its estimation of future profit share revenue to an amount reflecting the Company’s belief that a significant reversal in the cumulative amount of revenue is not probable of occurring when the uncertainty is resolved. Claims Administration Services. For the insurance policies issued through the Company’s program, the Company provides adjudication services for insurance claims on the third-party insurer’s policies for auto loans processed through LPP. The Company earns a monthly service fee which is calculated by the third-party insurance providers as 3% of the monthly net insurance earned premium collected over the life of the underlying loan. 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 its performance obligations. Revenue is recognized as the service is provided over the term of the adjudication contract with the insurance carrier. m)Research and development costs Research and development costs consist primarily of compensation and benefits of employees engaged in the ongoing development the Company’s lending enablement platform for the automotive finance market. n)Deferred financing costs Deferred financing costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense in accordance with the related debt agreement. Deferred financing costs are included as a reduction in long-term debt, net of deferred financing costs in the accompanying consolidated balance sheets. o)Share-based compensation The Company uses the grant date fair value of time-based restricted stock units (“RSUs”) and PSUs and utilizes the Black-Scholes option pricing model to estimate the fair value of employee stock options. This model requires the use of input assumptions, including expected volatility, expected life, expected dividend yield, and expected risk-free rate of return. The expected life of the awards was estimated using the “Simplified Method” that utilizes the midpoint between the vesting date and the end of the contractual term. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of awards. The expected volatility was based on the average of implied and observed historical volatility of comparable companies as we do not have enough history as a public company. Changes in these assumptions can materially affect the estimate of the awards fair value. The Company expects to issue shares upon stock options exercise from treasury stock. The Company recognizes compensation expense for unvested awards in the consolidated statements of operations and comprehensive income (loss), net of actual forfeitures in the period they occur, on a straight-line basis over the requisite service or performance period. PSUs are evaluated on a quarterly basis for probability of meeting performance metrics and any adjustments to stock-based expense are then made in the quarter of evaluation. p)Contingent consideration As part of the Business Combination, Open Lending, LLC unitholders and certain Nebula equity holders were entitled to additional consideration in the form of shares of the Company’s common stock to be issued when the Company’s common stock price achieved certain market share price milestones within specified periods following the Closing. In addition, the Nebula sponsors were restricted to transfer a portion of their founder shares unless market share price targets were achieved within the specified period. Pursuant to the guidance under ASC 815, Derivatives and Hedging, the contingent consideration was classified as a Level 3 fair value measurement liability, and the increase or decrease in the fair value during the reporting period was recognized as expense or income accordingly. The fair value of the contingent consideration was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility. The fair value of the contingent consideration on each vesting date (i.e., the date when each respective share price performance milestone was achieved) was based on the closing share price of the Company's publicly traded stock on the vesting date. The Company’s contingent consideration was settled in July and August of 2020. Refer to Note 6—Contingent Consideration for additional information regarding the nature and timing of the Company’s contingent consideration. q)Treasury stock The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ equity (deficit). r)Net income (loss) per share The Company computes net income (loss) per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive distributions as if all income for the period had been distributed. Prior to the Business Combination, the Company’s pre-merger LLC membership structure included common units and convertible preferred units which were regarded as participating securities. When calculating the net income (loss) per share for the presented periods, the Company has retroactively restated the number of common and preferred units issued and outstanding prior to June 10, 2020 to the number of shares of common stock into which they were converted, based on the exchange ratio established in the Business Combination Agreement. In accordance with the Company’s pre-merger LLC membership structure, holders of the redeemable convertible preferred units would be entitled to distributions in preference to common stockholders, at specified rates, if declared. The Company also recognized adjustments to redemption amount of the redeemable convertible preferred units similar to a distribution, in temporary equity. Any remaining net income would then be distributed to the holders of common stock and non-redeemable convertible preferred units on a pro-rata basis assuming conversion of all convertible preferred units into common stock in the event that the Company had profits to be allocated to the stockholders. However, the redeemable convertible preferred units did not contractually require the holders of such participating instruments to participate in the Company’s losses. As such, net losses for the periods presented were allocated to common stock only. The Company’s basic net income (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net income (loss) per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. Diluted net income (loss) per share is the same as basic net income (loss) per share in periods when the effects of potentially dilutive shares of common stock are anti-dilutive. s)Concentrations of revenue and credit risks Our two largest insurance carrier partners accounted for 41% and 22% and 40% and 19% of the Company’s total revenue during the years ended December 31, 2021 and 2020, respectively. In the event that one or more of the Company’s other significant customers terminate their relationships with us, or elect to utilize an alternative source for financing, the number of loans originated through LPP would decline, which would materially and adversely affect the Company’s business and, in turn, its revenue. Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, restricted cash, accounts receivable and contract assets 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 receivable and contract assets are derived from revenue earned from customers. Effective January 1, 2021, the Company maintains an allowance for expected credit losses on its accounts receivable and contract asset receivable as discussed in Note 2—Sum mary of Significant Accounting and Reporting Policies —Recently adopted new accounting standards. At December 31, 2020, there was no allowance for doubtful accounts. At December 31, 2021, the Company had two customers that each represented 10% of the Company’s accounts receivable. At December 31, 2020, the Company had one customer that represented 19% of the Company’s accounts receivable. t)Recently issued accounting pronouncements not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform within Topic 848, which provides optional expedients and exceptions to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients and are retained through the end of the hedging relationship. The amendments in this update also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. If elected, the optional expedients for contract modifications must be applied consistently for all eligible contracts or eligible transactions within the relevant ASC Topic or Industry Subtopic that contains the guidance that otherwise would be required to be applied. The amendments in this update were effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company has not experienced any unintended outcomes or consequences of reference rate reform that would necessitate the adoption of this guidance. The Company will not need to consider the application of this guidance related to its credit agreements as such agreements provide for a replacement rate when LIBOR is discontinued. The Company will continue to closely monitor all potential instances of reference rate reform to determine if the adoption of ASU 2020-04 becomes necessary in the future. Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements have had or will have a material impact on the Company’s consolidated financial position or results of operations. u) 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 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 consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), 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. For the year ended December 31, 2020, the Company qualified as an EGC and had elected to defer adoption of CECL until January 1, 2023 pursuant to ASC 326-20-65-3. However, as of December 31, 2021, the Company lost its EGC status and adopted CECL as of January 1, 2021. Accordingly, the Company determined that its accounts receivable and contract assets are within the scope of ASC 326 and estimated the corresponding expected credit loss based on a method described earlier within this footnote. The Company adopted ASC 326 using the modified retrospective approach which requires the Company to recognize the cumulative effect of adoption on the accumulated retained earnings. Accordingly, the Company’s comparative financial statements of December 31, 2020, have not been adjusted. As of January 1, 2021, the Company recorded a cumulative adjustment from current expected credit losses in the amount of $0.1 million, net of tax impact to accumulated retained earnings in the Company’s consolidated balance sheets.

Fair Value of Financial Instruments

12 Months Ended

Dec. 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, net of deferred financing costs at December 31, 2021 and 2020:


	Carrying value		Fair value measurement at December 31, 2021
			Level 1		Level 2		Level 3
	(in thousands)
Liabilities:
Debt at fair value	$	146,260	$	—	$	146,260	$	—
Total	$	146,260	$	—	$	146,260	$	—


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

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